Hologic (HOLX) CFO has equity awards cashed out in Hopper merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic Inc.’s Chief Financial Officer Karleen Oberton reported the cash-out of her equity awards in connection with Hologic’s merger with Hopper Parent Inc. At the merger’s effective time, each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right (CVR) representing up to an additional $3.00 in cash.
On the same date, Oberton disposed of multiple non‑qualified stock option grants covering tens of thousands of shares at exercise prices between $45.61 and $79.39, as well as performance stock units and 150,735 shares of common stock back to the issuer. A performance‑based award of 42,707 performance stock units was certified and then cancelled for the merger consideration. As a result of the merger, she no longer beneficially owns any Hologic common stock, with her equity position replaced by the cash and CVR rights defined in the merger agreement.
Positive
- None.
Negative
- None.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Oberton Karleen Marie
Role
Chief Financial Officer
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 30,774 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 23,767 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 23,775 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 21,743 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 25,070 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 28,047 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 42,707 | $0.00 | -- |
| Disposition | Performance Stock Units | 42,707 | $0.00 | -- |
| Disposition | Common Stock | 150,735 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 42,707 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 41,121 restricted stock units/performance stock units, the settlement of which has been deferred pursuant to Hologic's Deferred Equity Plan. 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
Maximum CVR payment: up to $3.00 per CVR
Option grant 1: 30,774 options at $45.61
+4 more
7 metrics
Cash consideration per share
$76.00 per share
Merger consideration for each Hologic common share
Maximum CVR payment
up to $3.00 per CVR
Additional contingent cash per share via CVR
Option grant 1
30,774 options at $45.61
Non-qualified stock option disposed to issuer
Option grant 2
23,767 options at $68.35
Non-qualified stock option disposed to issuer
Option grant 3
28,047 options at $79.39
Non-qualified stock option disposed to issuer
Performance stock units
42,707 units
PSUs certified then cancelled for merger consideration
Common shares disposed
150,735 shares
Common stock returned to issuer at effective time
Key Terms
contingent value right, Merger Consideration, Performance Stock Units, Deferred Equity Plan, +2 more
6 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
"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.
Deferred Equity Plan financial
"settlement of which has been deferred pursuant to Hologic's Deferred Equity Plan"
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.
Merger Sub financial
"Hopper Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub")"
A merger sub is a temporary, wholly owned subsidiary that an acquiring company creates to carry out a merger with another firm. Think of it as a wrapper used to combine two businesses—this can simplify legal and tax steps, isolate liabilities, and help preserve the target’s contracts or stock structure, so investors watch it because the chosen approach affects deal mechanics, shareholder votes, potential dilution, and legal or tax risk.
FAQ
What insider transactions did Hologic (HOLX) CFO Karleen Oberton report?
Karleen Oberton reported multiple dispositions of non-qualified stock options, performance stock units, and 150,735 shares of Hologic common stock back to the issuer at the merger’s effective time, alongside a certified award of 42,707 performance stock units that was also converted into merger consideration.
What happened to Karleen Oberton’s stock options in Hologic (HOLX)?
Oberton’s Form 4 shows issuer dispositions of several non-qualified stock option grants, including tranches for 30,774 shares at a $45.61 exercise price and additional grants at higher exercise prices, all cancelled in exchange for the cash and CVR merger consideration rather than being exercised for common shares.
What is the role of performance stock units in this Hologic (HOLX) filing?
The filing records 42,707 performance stock units tied to Hologic common stock. Performance results were certified under the merger agreement, and each outstanding performance unit was cancelled and converted into the right to receive the same cash and CVR merger consideration as a share of common stock.
Does Hologic (HOLX) CFO Karleen Oberton still own company common stock?
According to the disclosed footnote, after the merger’s effective time, each of Oberton’s equity awards converted into cash and contingent value rights, and she no longer beneficially owns any Hologic common stock directly or indirectly, with her prior holdings fully replaced by merger consideration.
How were Hologic (HOLX) restricted stock units treated in the merger?
Time-vesting restricted stock units granted before October 21, 2025 converted into rights to receive the full merger consideration per underlying share. Units granted after that date converted into unvested cash-based awards reflecting the $76.00 cash consideration and any future payments tied to a single CVR, subject to prior vesting terms.