Hologic (NASDAQ: HOLX) posts Q1 results, reiterates Blackstone–TPG deal proxy

Rhea-AI Filing Summary

Hologic, Inc. furnished an 8-K to provide a press release announcing its financial results for the first quarter ended December 27, 2025. The press release is included as Exhibit 99.1, and the company specifies that this information is furnished, not filed, under securities laws.

The filing also highlights that Hologic has a pending proposed acquisition by affiliates of Blackstone Inc. and TPG Capital, and notes that a Definitive Proxy Statement was filed on December 23, 2025 and mailed to stockholders. Hologic directs stockholders to SEC and company investor relations websites for free copies of the proxy materials and explains that its directors and executive officers may be deemed participants in the proxy solicitation.

Insights

Equity M&A and Disclosure Analyst

Routine earnings 8-K that also reiterates the ongoing sale process to Blackstone and TPG.

This filing mainly furnishes Hologic’s first-quarter results via a press release for the period ended December 27, 2025. Because the information is furnished under Item 2.02, it is not treated as "filed" for Exchange Act liability purposes, which is a standard approach for earnings releases.

The document also underscores the previously announced proposed acquisition by affiliates of Blackstone Inc. and TPG Capital. It points stockholders to the Definitive Proxy Statement filed on December 23, 2025 and to Hologic’s Form 10‑K/A for detailed information on directors, officers, and their interests in the merger.

From an investor perspective, this 8-K is largely procedural: it delivers quarterly results via exhibit and reminds stockholders where to find proxy and ownership information related to the proposed transaction. Any substantive deal terms or financial performance details are contained in the referenced press release and proxy materials rather than in this summary description.

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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 (Date of earliest event reported) January 29, 2026

HOLOGIC, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE

(State or Other Jurisdiction of Incorporation)

001-36214		04-2902449
(Commission File Number)		(I.R.S. Employer Identification No.)

250 Campus Drive, Marlborough, Massachusetts		01752
(Address of Principal Executive Offices)		(Zip Code)

(508) 263-2900

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

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(s)	Name of each exchange on which registered
Common Stock, $.01 par value	HOLX	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 2.02 Results of Operations and Financial Condition.

On January 29, 2026, Hologic, Inc. issued a press release announcing its financial results for the first quarter ended December 27, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

Limitation on Incorporation by Reference. The information furnished in this Item 2.02, including the press release attached hereto as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as set forth by specific reference in such a filing.

Cautionary Note Regarding Forward-Looking Statements.

Except for historical information contained in the press release attached as an exhibit hereto, the press release contains forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary note in the press release regarding these forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed acquisition of Hologic by affiliates of Blackstone Inc. and TPG Capital, Hologic filed with the SEC a Definitive Proxy Statement of Hologic (the “Proxy Statement”) on December 23, 2025. Hologic has mailed the Proxy Statement to its stockholders. HOLOGIC URGES YOU TO READ THE PROXY STATEMENT AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AS THEY BECOME AVAILABLE, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT HOLOGIC, BLACKSTONE INC., TPG CAPITAL, THE PROPOSED TRANSACTION AND RELATED MATTERS. You are able to obtain a free copy of the Proxy Statement and other related documents (when available) filed by Hologic with the SEC at the website maintained by the SEC at www.sec.gov. You are also able to obtain a free copy of the Proxy Statement and other documents (when available) filed by Hologic with the SEC by accessing the investor relations section of Hologic’s website at https://investors.hologic.com or by contacting Hologic investor relations at investors@hologic.com or calling 858-410-8904.

Participants in the Solicitation

Hologic and its directors and executive officers may be deemed to be participants in the solicitation of proxies from Hologic stockholders in connection with the proposed transaction.

Information regarding the directors and executive officers of Hologic, including a description of their direct or indirect interests, by security holdings or otherwise, is set forth (i) in Hologic’s Amendment No. 1 to the Annual Report on form 10-K (the “Form 10-K/A”), including under the headings “Board of Directors,” “Executive Officers,” “Compensation Discussion and Analysis,” “Executive Compensation Tables,” “Director Compensation,” “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” and “Certain Relationships and Related-Party Transactions,” which was filed with the SEC on January 22, 2026 and is available at https://www.sec.gov/ix?doc=/Archives/edgar/data/859737/000085973726000004/holx-20250927.htm, (ii) in the Proxy Statement, including under the headings “The Merger - Interests of the Company’s Directors and Executive Officers in the Merger” and “Security Ownership of Certain Beneficial Owners and Management” which was filed with the SEC on December 23, 2025 and is available at https://www.sec.gov/Archives/edgar/data/859737/000114036125046571/ny20058411x2_defm14a.htm and (iii) to the extent holdings of Hologic’s securities by its directors or executive officers have changed since the amounts set forth in the Form 10-K/A, such changes have been or will be reflected on Initial Statement of Beneficial Ownership of Securities on Form 3, Statement of Changes in Beneficial Ownership on Form 4, or Annual Statement of Changes in Beneficial Ownership on Form 5 filed with the SEC, which are available at EDGAR Search Results https://www.sec.gov/edgar/browse/?CIK=0000859737&owner=only.

Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, are contained in the proxy statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		Press release dated January 29, 2026, of Hologic, Inc. announcing its financial results for the first quarter ended December 27, 2025.
104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 29, 2026	HOLOGIC, INC.
	By:	/s/ Karleen M. Oberton
		Karleen M. Oberton
		Chief Financial Officer

FAQ

What did Hologic (HOLX) disclose in its latest 8-K filing?

Hologic furnished an 8-K to provide a press release with financial results for the first quarter ended December 27, 2025. The filing also reiterates the pending proposed acquisition by affiliates of Blackstone Inc. and TPG Capital and directs investors to related proxy materials.

Which period do Hologic (HOLX) first-quarter results in this 8-K cover?

The first-quarter results described in the 8-K cover the period ended December 27, 2025. Hologic issued a press release with these results, which is attached as Exhibit 99.1 and incorporated by reference for informational purposes in the current report.

How is the earnings press release treated under securities laws in Hologic’s 8-K?

Hologic states that the Item 2.02 information, including the earnings press release, is furnished rather than filed. This means it is not deemed filed under Section 18 of the Exchange Act and is not automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.

What does Hologic’s 8-K say about the proposed Blackstone and TPG acquisition?

The 8-K references a proposed acquisition of Hologic by affiliates of Blackstone Inc. and TPG Capital. It notes that a Definitive Proxy Statement for the transaction was filed on December 23, 2025 and mailed to stockholders, and urges careful review of those materials.

Where can investors access Hologic (HOLX) proxy materials and related SEC filings?

Investors can access Hologic’s proxy materials and filings on the SEC’s website at www.sec.gov. They can also obtain free copies through the investor relations section of Hologic’s website, via the published email address, or by calling the listed investor relations phone number.

Who may be considered participants in Hologic’s proxy solicitation for the proposed acquisition?

Hologic, its directors, and its executive officers may be deemed participants in the proxy solicitation. Details about their security holdings and interests are described in the Form 10-K/A filed January 22, 2026 and in the Definitive Proxy Statement filed December 23, 2025, along with any subsequent Forms 3, 4, and 5.