Hologic (HOLX) officer reports equity cash-out and loss of shares after merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic Inc.’s Principal Accounting Officer, Benjamin Jordan Cohn, reported the cash-out and cancellation of his equity awards in connection with the company’s merger. Multiple non-qualified stock options and 17,964 shares of common stock were disposed of back to the issuer.
Footnotes explain that, at the effective time of the merger, each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right worth up to an additional $3.00 in cash per share. Time-vesting restricted stock units and performance stock units held by Cohn were similarly converted into rights to receive this merger consideration, and as a result he no longer beneficially owns any Hologic common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
COHN BENJAMIN JORDAN
Role
Principal Accounting Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 10,861 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,505 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,132 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 3,382 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 3,509 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 3,505 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 5,665 | $0.00 | -- |
| Disposition | Performance Stock Units | 5,665 | $0.00 | -- |
| Disposition | Common Stock | 17,964 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 5,665 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 80 shares of common stock acquired pursuant to Hologic's employee stock purchase plan since the date of the reporting person's most recently filed Form 4. 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"). 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. For Footnote (4), see Remarks below. Each Hologic restricted stock unit represents a contingent right to receive one share of Company Common Stock. Represents the certification of performance results applicable to outstanding Hologic performance stock units ("PSUs") by the compensation committee of the board of directors of Hologic. Pursuant to the Merger Agreement, for purposes of determining the number of shares of Company Common Stock subject to each PSU, any applicable performance goals were deemed achieved at the greater of (A) the target level of performance and (B) the actual level of performance measured through the latest practicable date prior to the Effective Time. Pursuant to the Merger Agreement, each outstanding PSU was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such PSU.
Key Figures
Cash consideration per share: $76.00 per share
Contingent value right: up to $3.00 per share
Common stock disposed: 17,964 shares
+3 more
6 metrics
Cash consideration per share
$76.00 per share
Cash component of merger consideration for each Hologic common share
Contingent value right
up to $3.00 per share
Additional potential cash per share via CVR in the merger
Common stock disposed
17,964 shares
Common stock returned to issuer in connection with merger
Options disposed at $45.61 strike
10,861 options
Non-qualified stock options with $45.6100 exercise price canceled
Options disposed at $68.35 strike
7,505 options
Non-qualified stock options with $68.3500 exercise price canceled
Performance stock units certified
5,665 units
PSUs whose performance was certified and then converted into merger consideration
Key Terms
contingent value right, Merger Consideration, performance stock units, restricted stock unit, +1 more
5 terms
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.
performance stock units financial
"performance stock units ("PSUs") by the compensation committee of the board of directors"
Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.
restricted stock unit financial
"each time-vesting restricted stock unit award ("Company RSU") held by the reporting person"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Agreement and Plan of Merger financial
"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.
FAQ
What insider transactions did Hologic (HOLX) report for Benjamin Jordan Cohn?
The filing shows Benjamin Jordan Cohn disposed of multiple non-qualified stock options and 17,964 shares of Hologic common stock back to the issuer. These changes reflect equity cancellation and cash-out tied directly to the closing of Hologic’s merger described in the footnotes.
What happened to Benjamin Jordan Cohn’s Hologic (HOLX) restricted stock units in the merger?
Time-vesting restricted stock units granted before October 21, 2025 converted into the merger consideration for each underlying share. Awards granted after that date converted into unvested cash-based rights tied to the $76.00 cash consideration and any payments due under the contingent value right agreement.
How were Hologic (HOLX) performance stock units treated for the reporting person?
The compensation committee certified performance for outstanding performance stock units, using the greater of target or actual performance through the latest practicable date. Each resulting unit was then cancelled and converted into the same merger consideration per share of common stock described, replacing the original equity awards.
Does Benjamin Jordan Cohn still own Hologic (HOLX) common stock after this Form 4?
According to the footnotes, following the merger and related equity conversions, the reporting person no longer beneficially owns any Hologic common stock. His prior shares, restricted stock units, and performance stock units were converted into rights to receive the defined cash and contingent value right merger consideration.
What is the contingent value right mentioned in the Hologic (HOLX) Form 4?
Each share of Hologic common stock was paired with one contingent value right in the merger, allowing the holder to receive up to an additional $3.00 in cash. Actual payments, if any, depend on the terms and outcomes specified in the CVR agreement referenced in the footnotes.