Blackstone, TPG take Hologic (NASDAQ: HOLX) private in $17.3B deal

Rhea-AI Filing Summary

Hologic, Inc. has completed its acquisition by funds managed by Blackstone and TPG, becoming a wholly owned subsidiary of Hopper Parent Inc. in a cash deal valuing the company at approximately $17.3 billion.

At closing, each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right (CVR) that may pay up to an additional $3.00 per share based on future Breast Health revenue milestones. The company is redeeming all $400 million of its 4.625% 2028 notes and all $950 million of its 3.250% 2029 notes at par plus accrued interest, terminating related credit facilities, and delisting its common stock from Nasdaq. Longtime CEO Stephen MacMillan resigned and José (Joe) E. Almeida was appointed Chief Executive Officer, as Hologic transitions to private ownership under Blackstone and TPG.

Insights

Private equity and M&A analyst

Hologic is taken private in a $17.3 billion leveraged buyout with CVR upside.

The transaction transfers control of Hologic to funds managed by Blackstone and TPG, with total cash consideration of about $17.3 billion. Shareholders receive $76.00 per share in cash plus one CVR that could pay up to an additional $3.00 per share tied to Breast Health revenue targets.

The company is redeeming $400 million of 4.625% notes due 2028 and $950 million of 3.250% notes due 2029 at 100.000% of principal, and terminating a long-standing credit agreement. These steps simplify the legacy capital structure as Hologic moves off public markets and its shares are delisted from Nasdaq.

Leadership is also resetting: Stephen P. MacMillan and the prior board resigned, and José (Joe) E. Almeida, an experienced medtech executive, became CEO at the Effective Time. Future value for former shareholders now depends on CVR payouts, which require achieving specified global revenue goals for the Breast Health business in fiscal 2026 and 2027, as described in the CVR Agreement.

8-K Event Classification

10 items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01

10 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Item 3.03 Material Modification to Rights of Security Holders Securities

A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).

Item 5.01 Changes in Control of Registrant Governance

A change in control of the company occurred, such as through a merger, takeover, or management buyout.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Cash per share: $76.00 per share CVR potential: Up to $3.00 per share Total cash consideration: Approximately $17.3 billion +3 more

6 metrics

Cash per share $76.00 per share Cash portion of merger consideration at Effective Time

CVR potential Up to $3.00 per share Non-tradable CVR tied to Breast Health revenue goals

Total cash consideration Approximately $17.3 billion Aggregate cash payable to equityholders in merger

2028 Senior Notes $400,000,000 at 4.625% Senior Notes due 2028 to be redeemed at 100.000% plus interest

2029 Senior Notes $950,000,000 at 3.250% Senior Notes due 2029 to be redeemed at 100.000% plus interest

Redemption price 100.000% of principal Redemption terms for 2028 and 2029 Senior Notes

Key Terms

Contingent Value Rights Agreement, contingent value right, Form 25, Form 15, +2 more

6 terms

Contingent Value Rights Agreement financial

"the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) among Parent, the Company and Equiniti Trust Company"

contingent value right financial

"each holder of outstanding shares ... became entitled to receive one (1) contingent value right (each, a “CVR”) per Share"

A contingent value right is a special security that gives its holder the right to receive one or more future payments only if specified events happen, such as a product reaching a sales target or getting regulatory approval. It matters to investors because it offers potential extra payout tied to uncertain outcomes—like a bet that a project will succeed—so it can add upside to a deal while also carrying extra risk and valuation uncertainty.

Form 25 regulatory

"requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25"

A Form 25 is an official filing with the U.S. Securities and Exchange Commission used to remove a company's stock or other security from a national exchange list. Investors should care because delisting often means less visibility, lower trading volume and wider price swings—similar to a product moving from a major supermarket to a small local market, which can make buying, selling and valuing the security more difficult.

Form 15 regulatory

"the Company intends to file a certification and notice of termination of registration on Form 15 with the SEC"

A Form 15 is a short filing a public company uses with the U.S. Securities and Exchange Commission to stop or pause its routine public reporting requirements when it meets certain legal thresholds (such as a low number of public shareholders) or other qualifying conditions. Investors should care because filing one typically means less public financial information and lower trading liquidity—similar to a shop taking down its public notice board, making it harder to track performance and buy or sell shares.

performance share unit award financial

"Each performance share unit award corresponding to Shares (a “Company PSU Award”) was cancelled and converted"

Emerging growth company regulatory

"Emerging growth company Introductory Note"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

HOLOGIC INC NASDAQ MA false 0000859737 --09-28 0000859737 2026-04-07 2026-04-07

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): April 7, 2026

HOLOGIC, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-36214		04-2902449
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

250 Campus Drive

Marlborough, MA 01752

(Address of Principal Executive Offices)

(508) 263-2900

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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, par value $0.01 per share		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. ☐

Introductory Note

This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of October 21, 2025 (the “Merger Agreement”), by and among Hologic, Inc., a Delaware corporation (the “Company”), Hopper Parent Inc., a Delaware corporation (“Parent”), and Hopper Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”).

On April 7, 2026 (the “Closing Date”), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Blackstone Inc. (“Blackstone”) and TPG Global, LLC (“TPG”).

Item 1.01 Entry into a Material Definitive Agreement.

The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01.

In connection with the closing of the Merger, the Company entered into a Contingent Value Rights Agreement (the “CVR Agreement”) among Parent, the Company and Equiniti Trust Company, LLC, a New York limited liability trust company, as rights agent, pursuant to which each holder of outstanding shares of common stock of the Company, par value $0.01 per share (the “Company Common Stock” or “Shares”) and certain Company equity awards as of immediately prior to the effective time of the Merger (the “Effective Time”) became entitled to receive one (1) contingent value right (each, a “CVR”) per Share.

The foregoing description of the CVR Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CVR Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02 Termination of Material Definitive Agreements.

Concurrently with the closing of the Merger, the Company repaid all outstanding principal and all accrued and unpaid interest (together with all fees, expenses and other amounts owed in connection therewith), effectuated the release of all liens securing any obligations the release of all guarantees and terminated all credit commitments outstanding under that certain Amended and Restated Credit and Guaranty Agreement, dated as of October 3, 2017, among the Company, Hologic GGO 4 Ltd, Hologic UK Finance Ltd and certain other subsidiaries of the Company party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer (as amended by that certain Refinancing Amendment No. 1, dated as of December 17, 2018, as further amended by that certain Refinancing Amendment No. 2, dated as of September 27, 2021, as further amended by that certain Refinancing Amendment No. 3, dated as of August 22, 2022, and as further amended by that certain Refinancing Amendment No. 4, dated as of July 15, 2025).

Redemption of 2028 Notes

On February 13, 2026, the Company issued a conditional notice of full redemption, and on March 16, 2026, a supplemental notice of conditional full redemption, and on April 6, 2026, a second supplemental notice of conditional full redemption, to the holders of its 4.625% Senior Notes due 2028 (the “2028 Notes”), notifying such holders that the Company intends to redeem all $400,000,000 aggregate principal amount of the outstanding 2028 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date. The redemption of the 2028 Notes is conditioned upon the completion of the Merger, which was satisfied at the Effective Time.

In connection with the closing of the Merger, on the Closing Date, the Company irrevocably deposited with the trustee of the 2028 Notes funds, in trust solely for the benefit of the holders of the 2028 Notes, in an amount sufficient to pay and discharge the entire indebtedness on the Notes on the redemption date in order to satisfy and discharge its obligations under the indenture governing the 2028 Notes.

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Redemption of 2029 Notes

On March 16, 2026, the Company issued a conditional notice of full redemption, and on April 6, 2026, a supplemental notice of conditional full redemption, to the holders of its 3.250% Senior Notes due 2029 (the “2029 Notes”), notifying such holders that the Company intends to redeem all $950,000,000 aggregate principal amount of the outstanding 2029 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date. The redemption of the 2029 Notes is conditioned upon the completion of the Merger, which was satisfied at the Effective Time.

In connection with the closing of the Merger, on the Closing Date, the Company irrevocably deposited with the trustee of the 2029 Notes funds, in trust solely for the benefit of the holders of the 2029 Notes, in an amount sufficient to pay and discharge the entire indebtedness on the Notes on the redemption date in order to satisfy and discharge its obligations under the indenture governing the 2029 Notes.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

Merger Consideration

At the Effective Time, in accordance with the terms of the Merger Agreement, each issued and outstanding Share, other than shares of Company Common Stock that, immediately prior to the Effective Time, (a) were held by the Company or any of its subsidiaries and not held on behalf of third parties, (b) were owned by Parent or Merger Sub, and (c) were held by any stockholder who was entitled to demand and properly demanded appraisal of such shares of Company Common Stock pursuant to Section 262 of the General Corporation Law of the State of Delaware, was automatically converted into the right to receive (i) $76.00 per Share in cash, without interest and (ii) one (1) CVR (the consideration contemplated by clauses (i) and (ii), together, the “Merger Consideration”).

In addition, at the Effective Time, in accordance with the terms of the Merger Agreement:

Options

Each outstanding and unexercised option to purchase Shares (each, a “Company Stock Option”), whether vested or unvested, was treated as follows:

i. Each Company Stock Option with an exercise price per share that is less than $76.00 was cancelled and converted into the right to receive (i) an amount in cash equal to the product of (a) the total number of Shares subject to such Company Stock Option, multiplied by (b) the excess of $76.00 over the applicable exercise price per Share, without interest and less applicable tax withholding, and (ii) one (1) CVR per Share underlying such Company Stock Option;

ii. Each Company Stock Option with an exercise price per share equal to or greater than $76.00 but less than $79.00 was cancelled and converted into the right to receive one (1) CVR per Share underlying such Company Stock Option, with any CVR payment (up to $3.00) reduced by the amount by which the applicable exercise price per Share exceeds $76.00, without interest and less applicable tax withholding; and

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iii. Each Company Stock Option with an exercise price per share equal to or greater than $79.00 was cancelled for no consideration.

RSU Awards

Each outstanding restricted stock unit award corresponding to Shares (a “Company RSU Award”) was treated as follows, based on the grant date of such award:

i. Company RSU Awards Granted Prior to October 21, 2025:

Each Company RSU Award granted prior to October 21, 2025 or that is held by a non-employee director of the Company was cancelled and converted into the right to receive, in respect of each Share subject to such Company RSU Award (whether or not vested), (i) $76.00 in cash, without interest and less applicable tax withholding, and (ii) one (1) CVR.

ii. Company RSU Awards Granted on or After October 21, 2025:

Each outstanding Company RSU Award granted on or after October 21, 2025 (other than any such award held by a non-employee director of the Company) was converted into an unvested cash award representing the right to receive (i) a cash payment equal to $76.00 per Share subject to such Company RSU Award and (ii) a cash payment equal to the payments payable to the holder of one CVR, if any (a “CVR Equivalent Award”), in each case subject to the same vesting terms and conditions (including service requirements, retirement eligibility, and involuntary termination treatment) applicable to the original Company RSU Award. The CVR Equivalent Award will be paid, in whole or in part, upon the later of the (i) satisfaction of the applicable vesting conditions and (ii) achievement of the applicable revenue milestones under the CVR Agreement and will be forfeited if the applicable vesting conditions are not satisfied.

PSU Awards

Each performance share unit award corresponding to Shares (a “Company PSU Award”) was cancelled and converted into the right to receive (i) a cash payment equal to $76.00 per Share subject to such Company PSU Award, without interest and less applicable tax withholding, and (ii) one (1) CVR per Share subject to such Company PSU Award. The number of Shares subject to each Company PSU Award immediately prior to the Effective Time was determined based on the applicable performance goals being deemed achieved at the greater of target level performance and actual performance, measured through the latest practical date prior to the Effective Time.

As a result of the completion of the Merger, the Company became a wholly owned subsidiary of Parent. Parent funded the aggregate Merger Consideration through equity and debt financing.

The foregoing description of the Merger, the Merger Agreement and the other transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 21, 2025, which is incorporated by reference herein.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01.

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On April 7, 2026, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed and requested that Nasdaq suspend trading of Company Common Stock on Nasdaq prior to the opening of trading on April 7, 2026. The Company also requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Company Common Stock from Nasdaq and the deregistration of such shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the shares of Company Common Stock will no longer be listed on Nasdaq.

In addition, after effectiveness of the Form 25, the Company intends to file a certification and notice of termination of registration on Form 15 with the SEC requesting the termination of registration of all shares of Company Common Stock under Section 12(g) of the Exchange Act, and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to all shares of Company Common Stock.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and in Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 3.03.

As a result of the Merger, each share of Company Common Stock that was issued and outstanding immediately prior to the Effective Time (except as described in Item 2.01 of this Current Report on Form 8-K) was automatically cancelled and exchanged, at the Effective Time, into the right to receive the Merger Consideration.

Accordingly, at the Effective Time, the holders of such shares of Company Common Stock ceased to have any rights as shareholders of the Company, other than the right to receive the Merger Consideration.

Item 5.01 Changes in Control of Registrant.

The information set forth in the Introductory Note and in Items 2.01, 3.01, 3.03, 5.02 and 5.03 of this Current Report on Form 8-K is incorporated by reference in this Item 5.01.

As a result of the Merger, at the Effective Time, a change of control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02.

Directors

Pursuant to the Merger Agreement, at the Effective Time, the following persons, who were directors of the Company immediately prior to the completion of the Merger, voluntarily resigned from the board of directors of the Company (the “Board”) and from any and all committees of the Board on which they served: Stephen P. MacMillan, Charles J. Dockendorff, Ludwig N. Hantson, Martin Madaus, Wayde McMillan, Nanaz Mohtashami, Christiana Stamoulis, Stacey D. Stewart and Amy M. Wendell. At the Effective Time, the following person became a director of the Company: José (Joe) E. Almeida.

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Officers

Effective as of the Effective Time, Stephen P. MacMillan resigned from all positions with the Company and its subsidiaries. Effective as of the Effective Time, José (Joe) E. Almeida was appointed as Chief Executive Officer of the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “Charter”). A copy of the Charter is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Additionally, pursuant to the terms of the Merger Agreement, at the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that references to Merger Sub’s name were replaced with references to the Company’s name (the “Bylaws”). A copy of the Bylaws is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On April 7, 2026, the Company issued a press release announcing the closing of the Merger and the appointment on the Closing Date of José (Joe) E. Almeida as the next Chief Executive Officer of the Company. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference in this Item 7.01.

The information included in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibits
2.1		Agreement and Plan of Merger, dated as of October 21, 2025, by and among Hopper Parent Inc., Hopper Merger Sub Inc. and Hologic, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on October 21, 2025).
3.1		Amended and Restated Certificate of Incorporation of Hologic, Inc.
3.2		Eighth Amended and Restated Bylaws of Hologic, Inc.
10.1*		Contingent Value Rights Agreement, dated as of April 7, 2026, by and among Hopper Parent Inc., Hologic, Inc. and Equiniti Trust Company.
99.1		Press Release, dated April 7, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request.

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SIGNATURE

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.

				HOLOGIC, INC.
Date: April 7, 2026				By:		/s/ Anne M. Liddy
				Name:		Anne M. Liddy
				Title:		General Counsel

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Exhibit 99.1

Blackstone and TPG Complete Acquisition of Hologic

Accomplished MedTech leader Joe Almeida named Chief Executive Officer

MARLBOROUGH, Mass. & NEW YORK & SAN FRANCISCO & FORT WORTH, Texas—(BUSINESS WIRE)— Hologic, Inc. (Nasdaq: HOLX), a global leader in women’s health, today announced the completion of its acquisition by funds managed by Blackstone and TPG in a transaction valued at up to $79 per share, establishing Hologic as a private company. The transaction includes significant minority investments from a wholly owned subsidiary of the Abu Dhabi Investment Authority (“ADIA”) and an affiliate of GIC. In connection with the completion of this transaction, Hologic today announced the appointment of José (Joe) E. Almeida as Chief Executive Officer, effective immediately.

“Hologic is an incredible company with a storied history of innovation and an unparalleled reputation as a leader in women’s health,” said Almeida. “I am thrilled to be joining at such a pivotal moment. With the backing of Blackstone and TPG, we are poised to take the organization to new heights, with a renewed sense of purpose and greater resources to invest in innovation and initiatives that will advance the mission of enabling healthier lives around the world.”

The transaction was announced on October 21, 2025, and was approved by Hologic stockholders on February 5, 2026. With the completion of the acquisition, Hologic stockholders will receive $76 per share in cash plus a non-tradable contingent value right (CVR) to receive up to $3 per share in two payments of up to $1.50 each, for total consideration of up to $79 per share in cash. The non-tradable CVR would be paid, in whole or in part, following achievement of certain global revenue goals for Hologic’s Breast Health business in fiscal years 2026 and 2027.

Ram Jagannath, Senior Managing Director and Global Head of Healthcare at Blackstone said, “Hologic has established itself as a global leader in advancing women’s health, with a proven track record of delivering life-changing medical technologies. We are thrilled to partner with Joe Almeida – an exceptional medical technology leader – alongside Hologic’s talented team and TPG to drive the company’s next phase of growth and innovation.”

“Hologic’s mission is to advance detection and care to improve health outcomes for women worldwide,” said Alex Albert, Partner at TPG and Co-Head of Healthcare for TPG Capital. “Investing behind healthcare innovation has been a core thematic focus for TPG over decades, and we have long admired Hologic as an industry leader. Under Joe’s experienced and proven leadership, we are proud to partner with Hologic and Blackstone to support clinical excellence and deliver meaningful impact for patients.”

Almeida was most recently Chairman, President, and Chief Executive Officer of Baxter International Inc., where he served from 2016 to early 2025. During his tenure, he led a strategic repositioning of the company, focusing on operational improvement, portfolio changes and medical product innovation.

Prior to Baxter, Almeida served as Chairman, President, and CEO of Covidien plc until its acquisition by Medtronic in 2015. Before joining Covidien, he held senior leadership roles at Tyco Healthcare, and previously served in executive positions at Wilson Greatbatch Technologies, Acufex Microsurgical, and Codman & Shurtleff, a division of Johnson & Johnson. A native of Brazil, Almeida holds a Bachelor of Science in mechanical engineering from Instituto Mauá de Tecnologia in São Paulo.

Almeida succeeds Stephen MacMillan, who recently retired from his role as Chairman, President and CEO after more than 12 years leading the organization.

Hologic’s common stock has ceased trading and will be delisted from the Nasdaq Stock Market.

About Hologic

Hologic, Inc. is a global leader in women’s health dedicated to developing innovative medical technologies that effectively detect, diagnose and treat health conditions and raise the standard of care around the world. For more information on Hologic, visit www.hologic.com.

About Blackstone

Blackstone is the world’s largest alternative asset manager. Blackstone seeks to deliver compelling returns for institutional and individual investors by strengthening the companies in which the firm invests. Blackstone’s $1.3 trillion in assets under management include global investment strategies focused on real estate, private equity, credit, infrastructure, life sciences, growth equity, secondaries and hedge funds. Further information is available at www.blackstone.com. Follow @blackstone on LinkedIn, X (Twitter), and Instagram.

About TPG

TPG is a leading global alternative asset management firm, founded in San Francisco in 1992, with $303 billion of assets under management and investment and operational teams around the world. TPG invests across a broadly diversified set of strategies, including private equity, impact, credit, real estate, and market solutions, and our unique strategy is driven by collaboration, innovation, and inclusion. Our teams combine deep product and sector experience with broad capabilities and expertise to develop differentiated insights and add value for our fund investors, portfolio companies, management teams, and communities.

Cautionary Statement Regarding Forward-Looking Statements

This news release includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “likely,” “future,” “strategy,” “potential,” “seeks,” “goal” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of closing the merger. These forward-looking statements are based upon assumptions made by Hologic as of the date hereof and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

These forward-looking statements are subject to a number of risks and uncertainties that could adversely affect Hologic’s business and prospects, and otherwise cause actual results to differ materially from those anticipated, including without limitation, risks related to disruption of management time from ongoing business operations due to the transaction; the risk of any litigation relating to the transaction; the risk that the transaction could have an adverse effect on the ability of Hologic to retain and hire key personnel and to maintain relationships with customers, vendors, partners, employees and other business relationships and on its operating results and business generally; and the risk that the holders of the CVRs will receive less-than-anticipated payments with respect to the CVRs. Further information on factors that could cause actual results to differ materially from the results anticipated by the forward-looking statements is included in the Hologic Annual Report on Form 10-K for the fiscal year ended September 27, 2025 filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2025, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings made by Hologic from time to time with the SEC. These filings, when available, are available on the investor relations section of the Hologic website at https://investors.hologic.com or on the SEC’s website at https://www.sec.gov. If any of these risks materialize or any of these assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Hologic presently does not know of or that Hologic currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The forward-looking statements included in this news release are made only as of the date hereof. Hologic expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based, except as required by law.

Media Contacts:

For Hologic

Bridget Perry

Senior Director, Corporate Communications

(+1) 508.263.8654

bridget.perry@hologic.com

For Blackstone

Matt Anderson (Matthew.Anderson@Blackstone.com)

OR

Hallie Dewey (Hallie.Dewey@Blackstone.com)

OR

Jennifer Heath (Jennifer.Heath@Blackstone.com)

For TPG

Courtney Power

media@tpg.com

Source: Hologic, Inc.

FAQ

What did Hologic (HOLX) shareholders receive in the Blackstone and TPG acquisition?

Shareholders receive $76.00 in cash per share plus one contingent value right (CVR) for each Hologic share. The CVR can pay up to an additional $3.00 per share in two payments if specified Breast Health revenue goals are met in fiscal 2026 and 2027.

How is the total value of the Hologic (HOLX) buyout by Blackstone and TPG described?

The acquisition of Hologic by funds managed by Blackstone and TPG is valued at up to $79.00 per share, combining $76.00 in cash and a CVR worth up to $3.00. The total cash consideration payable to equityholders is approximately $17.3 billion, funded with equity and debt.

What happens to Hologic (HOLX) common stock listing after the merger closes?

Following completion of the merger, Hologic notified Nasdaq, requested suspension of trading, and asked Nasdaq to file Form 25 to delist the common stock. After Form 25 effectiveness, Hologic plans to file Form 15 to terminate registration and suspend Exchange Act reporting obligations for its common stock.

How do the Hologic (HOLX) CVRs work and what triggers payments?

Each former Hologic share carries one non-tradable CVR, with potential payments up to $3.00 per share in two installments of up to $1.50 each. Payments depend on achieving certain global revenue goals for Hologic’s Breast Health business in fiscal years 2026 and 2027 under the CVR Agreement.

What changes in leadership occur at Hologic (HOLX) as a result of the merger?

At the merger’s Effective Time, all pre-transaction Hologic directors resigned and Stephen P. MacMillan stepped down from all positions. José (Joe) E. Almeida, a veteran medtech executive, was appointed Chief Executive Officer and joined the board, leading Hologic as a privately held company.

How is Hologic (HOLX) restructuring its debt in connection with the acquisition?

In connection with closing, Hologic is redeeming all $400 million of its 4.625% Senior Notes due 2028 and all $950 million of its 3.250% Senior Notes due 2029 at 100.000% of principal plus accrued interest. It also repaid and terminated commitments under its Amended and Restated Credit and Guaranty Agreement.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 13.8 KB

Agreements & Contracts

• EX-10.1 EX-10.1 131.7 KB

Other Documents

• EX-3.1 EX-3.1 9.7 KB
• EX-3.2 EX-3.2 62.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB