AVANOS MEDICAL, INC.

0001606498 false July 14, 2026 0001606498 2026-07-14 2026-07-14 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 14, 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 (see General Instructions A.2. below): ☐ 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. ☐ Item 8.01 Other Events Supplement to Definitive Proxy Statement As previously disclosed, on April 13, 2026, Avanos Medical, Inc. (“Avanos” or the “Company”) entered into an Agreement and Plan of Merger (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the “Merger Agreement”), by and among Avanos, 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”). Upon the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will merge with and into Avanos, with Avanos surviving as a wholly-owned subsidiary of Parent (the “Merger”). On June 10, 2026, Avanos filed a definitive proxy statement (the “Definitive Proxy Statement”) with the Securities and Exchange Commission (the “SEC”) for the solicitation of proxies in connection with a special meeting of Avanos’ stockholders to be held on July 22, 2026 (the “Special Meeting”), to consider and vote on several proposals further described in the Definitive Proxy Statement, including the approval and adoption of the Merger Agreement and the approval of the consummation of the transactions contemplated thereby, including the Merger. Between June 29, 2026, and June 30, 2026, two purported stockholders of Avanos commenced actions (the “Lawsuits”), captioned Williams v. Avanos Medical, Inc . et al. (No. 653829/2026) and Stevens v. Avanos Medical, Inc. et al. (No. 653863/2026), in New York Supreme Court, New York County. The plaintiffs in each of the Lawsuits seek, among other things, to enjoin the Merger and an award of attorneys’ and expert fees and expenses. In addition, Avanos has received demand letters from certain purported stockholders of Avanos that allege deficiencies and/or omissions in the Definitive Proxy Statement (collectively, the “Demand Letters” and together with the Lawsuits, the “Matters”). The Matters each allege that, among other things, the Definitive Proxy Statement contains certain disclosure deficiencies and/or incomplete information regarding the Merger and seek additional disclosures to remedy these purported deficiencies. Avanos disagrees with the allegations asserted in the Matters and believes that no further disclosure is required to supplement the Definitive Proxy Statement under applicable law. However, to avoid the risk of the Matters delaying or adversely affecting the Merger and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, Avanos has determined to voluntarily supplement the Definitive Proxy Statement as described in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, Avanos specifically denies all allegations in the Matters, including that any additional disclosure was or is required, whether or not set forth in this Current Report on Form 8-K. The supplemental disclosures below do not modify in any way the terms of the Merger, including the Merger Consideration, or the timing of the Special Meeting. Avanos’ board of directors continues to unanimously recommend that Avanos’ stockholders vote “FOR” the Merger Proposal, “FOR” the Advisory Compensation Proposal and “FOR” the Adjournment Proposal (as those terms are defined in the Definitive Proxy Statement). SUPPLEMENT TO THE DEFINITIVE PROXY STATEMENT The Company is providing additional information regarding the Definitive Proxy Statement to its stockholders. These disclosures should be read in connection with, and should be deemed made as of the date of, the Definitive Proxy Statement, which should be read in its entirety. To the extent that the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. Defined terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement. Paragraph and page references used herein refer to the Definitive Proxy Statement before any additions or deletions resulting from the supplemental disclosures. The Company hereby makes the following amended and supplemental disclosures: The following disclosure in the section entitled “The Merger – Background of the Merger” appearing on page 31 of the Definitive Proxy Statement is hereby amended and supplemented by adding the underlined bolded text below: In the ordinary course, AIP discusses with UBS the medical technology industry and potentially available acquisition and investment opportunities. On July 7, 2025, Jamie Tam, a partner at AIP, contacted UBS via email and subsequently spoke with UBS via telephone to discuss the Company’s business. Throughout that month, AIP continued to express to UBS an interest in exploring a potential transaction with the Company. In connection with its engagement by Avanos, UBS provided a customary conflict disclosure letter to Avanos, reflecting that UBS had received material M&A and other investment banking revenue from Sponsors A and C, and immaterial M&A and other investment banking revenue from AIP, during the two-year period leading up to the date of the conflict disclosure letter, and could potentially receive material M&A and other investment banking revenue from Sponsors A and C and from AIP from then-current engagements. Upon the consummation of the proposed Merger, UBS will receive an estimated fee of not more than $5 million from the Company in connection with various services provided. The following disclosure in the section entitled “The Merger – Background of the Merger” appearing on page 40 of the Definitive Proxy Statement is hereby amended and supplemented by adding the underlined bolded text below: Prior to 11:59 p.m., Eastern Time, on April 13, 2026, Avanos and affiliates of