Hologic (HOLX) COO exits equity as merger pays $76 plus CVR per share
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic, Inc. Chief Operating Officer Mitchell D. Essex reported merger-related equity changes tied to the company’s acquisition. On April 7, 2026, his non‑qualified stock options covering 2,972, 11,596, 25,070 and 32,722 shares of common stock were disposed of back to the issuer, ending those option positions.
The filing also shows 46,154 performance stock units certified and then cancelled, and 77,694 shares of common stock disposed to the issuer at the merger’s effective time. Under the merger terms, each Hologic common share was converted into the right to receive $76.00 in cash plus a contingent value right for up to $3.00 in cash per share. As a result of these transactions, Essex no longer beneficially owns any Hologic common stock.
Positive
- None.
Negative
- None.
Insights
COO’s Hologic equity is cashed out and cancelled in a go-private merger.
The filing shows how Hologic equity held by COO Mitchell D. Essex was treated in the completed merger. Each common share converted into $76.00 in cash plus a contingent value right for up to $3.00 in additional cash, defining the merger consideration for shareholders.
Essex’s option awards for 2,972, 11,596, 25,070 and 32,722 shares with exercise prices between $71.13 and $79.39 were disposed of to the issuer, and 46,154 performance stock units were certified then cancelled for cash and CVR rights. The filing states he no longer beneficially owns any common stock after these steps.
Because these are issuer dispositions and award conversions under an Agreement and Plan of Merger, not open‑market trades, they mainly document the mechanics of the transaction and the executive’s transition from equity to cash and CVR claims at the merger’s effective time.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Mitchell Essex D
Role
Chief Operating Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,972 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 11,596 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 25,070 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 32,722 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 46,154 | $0.00 | -- |
| Disposition | Performance Stock Units | 46,154 | $0.00 | -- |
| Disposition | Common Stock | 77,694 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 46,154 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 84 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
CVR potential per share: up to $3.00 per share
Options disposed at $71.13: 2,972 options at $71.13
+5 more
8 metrics
Cash consideration per share
$76.00 per share
Merger Consideration cash component for each Hologic common share
CVR potential per share
up to $3.00 per share
Contingent value right payable in cash per common share
Options disposed at $71.13
2,972 options at $71.13
Non-qualified stock options disposed to issuer on April 7, 2026
Options disposed at $74.35
11,596 options at $74.35
Non-qualified stock options disposed to issuer on April 7, 2026
Options disposed at $71.94
25,070 options at $71.94
Non-qualified stock options disposed to issuer on April 7, 2026
Options disposed at $79.39
32,722 options at $79.39
Non-qualified stock options disposed to issuer on April 7, 2026
Performance stock units affected
46,154 PSUs
PSUs certified and cancelled for Merger Consideration
Common shares disposed
77,694 shares
Hologic common stock disposed to issuer at effective time of merger
Key Terms
contingent value right, Merger Consideration, Agreement and Plan of Merger, Performance Stock Units, +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.
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.
Performance Stock Units financial
"Represents the certification of performance results applicable to outstanding Hologic performance stock units ("PSUs")"
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 Hologic restricted stock unit represents a contingent right to receive one share of Company Common Stock."
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.
FAQ
What insider activity did Hologic (HOLX) report for COO Mitchell Essex?
Hologic reported that COO Mitchell Essex disposed of stock options, performance stock units, and 77,694 common shares back to the issuer as part of a merger. These changes reflect conversion of his equity awards into cash and contingent value rights under the merger terms.
What happened to Mitchell Essex’s Hologic (HOLX) stock options in this Form 4?
The Form 4 shows issuer dispositions of non‑qualified stock options covering 2,972, 11,596, 25,070 and 32,722 Hologic shares at exercise prices from $71.13 to $79.39. These option awards were effectively cancelled in connection with the merger closing and no longer remain outstanding.
How were Hologic (HOLX) performance stock units handled in the merger?
Hologic’s compensation committee certified performance for outstanding performance stock units, including 46,154 units held by Mitchell Essex. Under the merger agreement, each unit was cancelled and converted into the right to receive the same cash and contingent value right Merger Consideration as common shares.
Does Mitchell Essex still own any Hologic (HOLX) common stock after the merger?
The filing states that, as a result of the merger and related treatment of equity awards, Mitchell Essex no longer beneficially owns any Hologic common stock. His prior holdings were converted into rights to receive cash and contingent value right payments under the merger agreement.
Is the Hologic (HOLX) COO’s Form 4 showing open-market stock sales?
No. The transactions are coded as issuer dispositions and award conversions tied to the merger, not open‑market sales. Shares, options, restricted stock units, and performance units were cancelled or exchanged for cash and contingent value rights under the negotiated merger terms.