Hologic (HOLX) executive equity converted to $76 cash plus CVR in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic Inc. executive Mark W. Horvath has exited all company equity as part of a completed cash merger. On April 7, 2026, he disposed of 23,026 shares of Hologic common stock back to the company, along with multiple non-qualified stock options and performance stock units.
The option awards covering a total of 20,596 underlying shares at exercise prices ranging from $65.24 to $79.39 were canceled and converted into the merger consideration. In addition, 7,762 performance stock units were certified by the board’s compensation committee and then canceled for the same merger consideration.
Under the merger, each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right that can pay up to $3.00 in cash. Following these transactions, Horvath no longer beneficially owns any Hologic common stock, and the dispositions reflect payouts under the merger agreement rather than open-market trading.
Positive
- None.
Negative
- None.
Insights
Executive awards are cashed out mechanically in Hologic’s buyout.
The transactions show Mark W. Horvath surrendering all Hologic equity awards and shares to the company as part of a completed merger. Common stock, stock options, and performance stock units are canceled and replaced with the agreed cash and contingent value right consideration.
Because these are dispositions to the issuer tied directly to the merger terms, they do not represent discretionary buying or selling in the open market. For former public shareholders, this largely confirms the mechanics of a change-of-control deal where equity converts into $76.00 per share in cash plus a CVR worth up to $3.00 per share.
The filing also indicates that performance goals for PSUs were locked in at the greater of target or actual results before closing, which determined how many units paid out. With derivative holdings reduced to zero, Horvath’s economic exposure now runs through the merger cash proceeds and any future CVR payments.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
Horvath Mark W.
Role
President, Breast & Skeletal
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,490 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,349 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,899 | $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 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,844 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 7,762 | $0.00 | -- |
| Disposition | Performance Stock Units | 7,762 | $0.00 | -- |
| Disposition | Common Stock | 23,026 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 7,762 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 4,605 performance stock units/restricted 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
Common shares disposed: 23,026 shares
Options canceled: 20,596 underlying shares
Option exercise prices: $65.24–$79.39 per share
+3 more
6 metrics
Common shares disposed
23,026 shares
Common stock returned to issuer on April 7, 2026
Options canceled
20,596 underlying shares
Non-qualified stock options disposed to issuer in merger
Option exercise prices
$65.24–$79.39 per share
Conversion or exercise prices of canceled options
Performance stock units
7,762 units
PSUs certified then canceled for merger consideration
Cash merger consideration
$76.00 per share
Cash paid for each Hologic common share
Contingent value right cap
Up to $3.00 per share
Maximum additional cash per CVR
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
"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.
restricted stock unit financial
"Each Hologic restricted stock unit represents a contingent right to receive one share"
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 activity did Hologic (HOLX) report for Mark W. Horvath?
Hologic reported that executive Mark W. Horvath disposed of all his company equity on April 7, 2026. He returned 23,026 common shares, multiple option awards, and 7,762 performance stock units to the company as part of a completed merger transaction and now holds no HOLX shares.
What happened to Mark W. Horvath’s Hologic (HOLX) stock options in this Form 4?
Horvath’s non-qualified stock options covering 20,596 underlying Hologic shares at exercise prices between $65.24 and $79.39 were canceled and disposed to the issuer. In exchange, those awards were effectively converted into the same cash and contingent value right merger consideration as the underlying common stock.
How were Hologic (HOLX) performance stock units treated for Mark W. Horvath?
Hologic’s compensation committee certified performance results for outstanding performance stock units held by Horvath, determining 7,762 units. Under the merger agreement, these units were then canceled and converted into the right to receive $76.00 in cash plus one contingent value right for each underlying share of common stock.