Hologic (HOLX) president exits stock in $76 cash-and-CVR merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic Inc. reported that Brandon Schnittker, President, GYN Surgical, had his equity awards settled in connection with the company’s merger into a wholly owned subsidiary of 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) for up to an additional $3.00 in cash.
Multiple non-qualified stock options, performance stock units and 17,644 shares of common stock were disposed of to the issuer, and performance stock units were certified and then converted into the cash-and-CVR merger consideration. As a result of the merger, Schnittker no longer beneficially owns any Hologic common stock, directly or indirectly.
Positive
- None.
Negative
- None.
Insider Trade Summary
8 transactions reported
Mixed
8 txns
Insider
Schnittker Brandon
Role
President, GYN Surgical
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,265 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 3,865 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,014 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,538 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 8,414 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 8,432 | $0.00 | -- |
| Disposition | Performance Stock Units | 8,432 | $0.00 | -- |
| Disposition | Common Stock | 17,644 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 8,432 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 132 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
Maximum CVR payment: $3.00 per CVR
Common stock disposed: 17,644 shares
+3 more
6 metrics
Cash consideration per share
$76.00 per share
Cash Consideration for each Hologic common share in the merger
Maximum CVR payment
$3.00 per CVR
Additional potential cash per share via contingent value right
Common stock disposed
17,644 shares
Shares of Hologic common stock disposed to issuer by Schnittker
Performance stock units granted
8,432 units
Performance stock units recorded as a grant before being cancelled for merger consideration
Non-qualified options tranche
8,414 options
One option award disposed to issuer at $79.39 exercise price
Employee stock purchase plan shares
132 shares
Common stock acquired via Hologic’s employee stock purchase plan since prior Form 4
Key Terms
Agreement and Plan of Merger, contingent value right, Merger Consideration, restricted stock unit award, +2 more
6 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.
restricted stock unit award financial
"each time-vesting restricted stock unit award ("Company RSU") held by the reporting person..."
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
performance stock units financial
"applicable to outstanding Hologic performance stock units ("PSUs") by the compensation committee..."
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.
compensation committee regulatory
"Represents the certification of performance results applicable to outstanding Hologic performance stock units..."
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
FAQ
What insider activity did Hologic (HOLX) report for Brandon Schnittker?
Hologic reported that Brandon Schnittker disposed of common stock, stock options, and performance stock units to the issuer as part of a merger transaction. These equity awards were converted into cash and contingent value rights under the agreed merger terms.
What is the merger consideration described in the Hologic (HOLX) Form 4?
Each Hologic common share was converted into the right to receive $76.00 in cash plus one contingent value right (CVR). Each CVR represents the right to receive up to an additional $3.00 in cash if future conditions under the CVR agreement are met.
How were Hologic (HOLX) restricted stock units treated in the merger?
Time-vesting restricted stock units granted before October 21, 2025 converted into the same cash-and-CVR merger consideration as common shares. Units granted after that date converted into unvested cash-based awards mirroring the $76.00 cash and CVR payment terms, subject to prior vesting conditions.
What happened to Hologic (HOLX) performance stock units in this transaction?
The compensation committee certified performance results for performance stock units, with goals deemed achieved at the greater of target or actual performance. Each outstanding PSU was then cancelled and converted into the merger consideration for each underlying share of Hologic common stock.
Does Brandon Schnittker still own Hologic (HOLX) common stock after the merger?
No. The filing states that, as a result of the merger and related equity award conversions, Brandon Schnittker no longer beneficially owns, directly or indirectly, any shares of Hologic common stock. His prior holdings were converted into the agreed cash and CVR consideration.
What are contingent value rights (CVRs) in the Hologic (HOLX) deal?
In this transaction, each CVR is a contractual right tied to one former Hologic share. It entitles the holder to receive up to $3.00 in additional cash, if and when payments become due under the separate CVR agreement after closing.