AVANOS MEDICAL, INC.

0001606498 false December 31 July 27, 2026 0001606498 2026-07-27 2026-07-27 0001606498 2026-12-31 2026-12-31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 27, 2026 (Date of earliest event reported) AVANOS MEDICAL, INC. (Exact name of registrant as specified in its charter) Delaware 001-36440 46-4987888 (State or other jurisdiction of incorporation) (Commission file number) (I.R.S. Employer Identification No.) 5405 Windward Parkway Suite 100 South Alpharetta, Georgia 30004 (Address of principal executive offices) (Zip code) Registrant’s telephone number, including area code: ( 844 ) 428-2667 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol Name of exchange on which registered Common Stock - $0.01 Par Value AVNS New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Introductory Note On July 27, 2026 (the “Closing Date”), Avanos Medical, Inc., a Delaware corporation (“Avanos” or the “Company”), A-AV Holdco I, Inc., a Delaware corporation (“Parent”), and A-AV MergerSub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent (“Merger Subsidiary”), completed the transactions contemplated by that certain Agreement and Plan of Merger, dated as of April 13, 2026 (the “Merger Agreement”), by and among Avanos, Parent and Merger Subsidiary . Parent and Merger Subsidiary are affiliated with American Industrial Partners, an operationally-oriented industrials investor . Pursuant to the Merger Agreement, among other things, Merger Subsidiary merged with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent (the “Surviving Corporation”) . Capitalized terms used and not otherwise defined herein have the meaning set forth in the Merger Agreement. Item 1.01 Entry into a Material Definitive Agreement The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 1.01. On the Closing Date, Merger Subsidiary, as initial borrower, entered into a Credit Agreement (the “Credit Agreement”), with A-AV Acquireco, Inc., a Delaware corporation, as a borrower (“A-AV Acquireco Borrower” and together with the Company, the “Borrowers” and each, a “Borrower”), A-AV Intermediateco, LP, a Delaware limited partnership (“Holdings”), the guarantors from time to time party thereto (collectively, the “Guarantors”), Golub Capital Markets LLC, as term loan administrative agent and collateral agent, Ally Bank, as revolving administrative agent, swingline lender and an L/C issuer, and each lender from time to time party thereto (the “Lenders”). Immediately after the effectiveness of the Credit Agreement and the consummation of the Merger, the Company succeeded to the rights and obligations of the Merger Subsidiary under the Credit Agreement and other Loan Documents (as defined in the Credit Agreement). The obligations under the Credit Agreement are guaranteed by Holdings and certain of the Company’s subsidiaries and are secured by substantially all of the assets of the Borrowers and the Guarantors. The Credit Agreement provides for (i) an initial term loan facility in an aggregate principal amount of $675.0 million (the “Initial Term Loans”), (ii) delayed draw term loan commitments in an aggregate principal amount of $100.0 million (the “DDTL Commitments”) and (iii) a priority revolving credit facility in an initial aggregate principal amount of $100.0 million (the “Revolving Loans” and, together with the Initial Term Loans, the “Loans”). The Credit Agreement provides that the Borrowers have the right at any time and from time to time to incur one or more incremental revolving commitments and/or incremental term loans, subject to certain customary conditions and other requirements. The Lenders under the Credit Agreement are not obligated to provide any such incremental loans or commitments. The Initial Term Loans were borrowed on the Closing Date. The Loans mature on July 27, 2033. The DDTL Commitments are available for a period of 24 months after the Closing Date. At the Borrower Representative’s option, and subject to certain conditions, the Initial Term Loans bear interest at a base rate or a term Secured Overnight Financing Rate (“SOFR”) rate plus, in each case, an applicable margin calculated with respect to the Consolidated First Lien Net Leverage Ratio (as defined in the Credit Agreement). For borrowings that bear interest based on a term SOFR rate, the applicable margin for Initial Term Loans is a per annum amount equal to an amount between 4.75% and 5.25%. The Revolving Loans bear interest at a base rate plus 2.50% or a term SOFR rate plus 3.50%. The Borrowers are also required to pay a commitment fee with respect to unused available commitments under the priority revolving credit facility in a per annum amount, determined by the Consolidated First Lien Net Leverage Ratio, equal to an amount between 0.375% and 0.50%. The Borrowers are also required to pay a commitment fee on the undrawn DDTL Commitments equal to 1.00% per annum. The Borrowers are also obligated to pay the Term Loan Administrative Agent, the Revolving Administrative Agent and the Lenders other fees and premiums customary for credit facilities of this size and type. The Credit Agreement contains customary mandatory prepayments, affirmative and negative covenants, conditions to borrowing and events of default. The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Credit Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Item 1.02 Termination of a Material Definitive Agreement Concurrently with the closing of the Merger on the Closing Date, and in connection with the entry into the Credit Agreement, the Company repaid all loans and terminated all credit commitments outstanding under that certain Credit Agreement, dated as of June 24, 2022, by and among the Company, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties thereto, as amended by the First Amendment to Credit Agreement, dated June 26, 2024. Item 2.01 Completion of Acquisition or Disposition of Assets The information set forth in the Introductory Note and in Items 1.01. 5.01, 5.02, and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share (“Common Stock”), issued and outstanding immediately prior to the Effective Time (other than (i) shares of Common Stock held by Avanos as treasury stock or owned by any subsidiary of Avanos or by Parent or any subsidiary of Parent immediately prior to the Effective Time and (ii) shares of Common Stock h