Hologic SVP exits 7,603 shares in merger
Accepted by SEC EDGAR
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Sentiment and the balance of points
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Form Type
4
Rhea-AI Filing Summary
Hologic Inc. senior vice president of human resources Diana De Walt disposed of 7,603 shares of common stock in connection with the company’s merger into Hopper Parent Inc. Each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right (CVR) worth up to $3.00 in cash, if payable. As a result of this merger-related conversion, De Walt no longer beneficially owns any Hologic common shares.
Insider Trade Summary
Disposition: 7,603 shares
Disposition
1 txn
Insider
De Walt Diana
Role
SVP, Human Resources
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 7,603 | $0.00 | $0.00 |
Holdings After Transaction:
Common Stock — 0 shares (Direct)
Footnotes (2)
- F1. Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2025 (the "Merger Agreement"), by and among Hologic, Inc. ("Hologic" or "Company"), Hopper Parent Inc., a Delaware corporation ("Parent"), and Hopper Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Hologic common stock, par value $0.01 ("Company Common Stock"), was converted into the right to receive (x) $76.00 per share in cash, without interest (the "Cash Consideration") and (y) one (1) contingent value right, which represents the right to receive up to $3.00 in cash, when and if payable (each, a "CVR") (the consideration contemplated by clauses (x) and (y), together, the "Merger Consideration").
- F2. At the Effective Time, each time-vesting restricted stock unit award ("Company RSU") held by the reporting person granted before October 21, 2025 converted into the right to receive the Merger Consideration for each share of Company Common Stock underlying the Company RSU; and each Company RSU held by the reporting person granted after October 21, 2025 converted into, for each share of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, (i) an unvested award representing the right to receive a cash payment equal to the Cash Consideration, and (ii) an unvested award representing the right to receive cash payments equal to the payments to the holder of one CVR, if any, pursuant to the CVR agreement, in each case, subject to the terms applied to the corresponding Company RSU immediately prior to the Effective Time. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
Key Figures
Shares disposed: 7,603 shares
Cash consideration per share: $76.00 per share
Maximum CVR value: $3.00 per CVR
+1 more
4 metrics
Shares disposed
7,603 shares
Common stock disposed via merger-related issuer disposition
Cash consideration per share
$76.00 per share
Merger consideration for each Hologic common share
Maximum CVR value
$3.00 per CVR
Potential additional cash per contingent value right
Shares held after transaction
0 shares
Total Hologic common shares beneficially owned after merger
Key Terms
Agreement and Plan of Merger, contingent value right, Merger Consideration, time-vesting restricted stock unit award, +1 more
5 terms
Agreement and Plan of Merger regulatory
"Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
contingent value right financial
"one (1) contingent value right, which represents the right to receive up to $3.00 in cash"
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.
Merger Consideration financial
"the consideration contemplated by clauses (x) and (y), together, the "Merger Consideration""
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
time-vesting restricted stock unit award financial
"each time-vesting restricted stock unit award ("Company RSU") held by the reporting person"
beneficially owns regulatory
"As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Hologic (HOLX) report for Diana De Walt?
Hologic reported that SVP of Human Resources Diana De Walt disposed of 7,603 shares of common stock. The disposition occurred as part of Hologic’s merger with Hopper Parent Inc., where all common shares were converted into cash and contingent value rights.
How did the merger affect Diana De Walt’s Hologic (HOLX) RSU awards?
Time-vesting RSUs granted before October 21, 2025 converted into the merger consideration for each underlying share. RSUs granted after that date converted into unvested cash-based awards tied to the $76.00 cash consideration and any payments due on one CVR per underlying share.
Does Diana De Walt still own any Hologic (HOLX) common stock after the merger?
No. The filing states that, as a result of the merger and related equity award conversions, Diana De Walt no longer beneficially owns, directly or indirectly, any shares of Hologic common stock. Her prior equity stake was fully converted into cash and CVR-related rights.
AI-generated analysis. How Rhea-AI works. Not financial advice.
