Hologic director’s equity cashed out in merger

Hologic Inc director Wayde D. McMillan reported the disposition of his company equity in connection with the closing of a merger.

Rhea-AI Filing Summary

Hologic Inc director Wayde D. McMillan reported the disposition of his company equity in connection with the closing of a merger. He surrendered 5,171 non-qualified stock options with a $61.27 exercise price and 4,932 shares of common stock back to the issuer.

Under the merger agreement with Hopper Parent Inc., each Hologic common share was converted into the right to receive $76.00 in cash plus one contingent value right that may pay up to an additional $3.00 in cash. McMillan’s time-vesting restricted stock units were similarly converted, and as a result he no longer beneficially owns any Hologic common stock.

Insider Trade Summary

Disposition: 10,103 shares

Disposition 2 txns

Insider McMillan Wayde D.

Role Director

Type	Security	Shares	Price	Value
Disposition	Non-qualified Stock Option (Right to Buy)	5,171	$0.00	$0.00
Disposition	Common Stock	4,932	$0.00	$0.00

Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 0 contracts (Direct); Common Stock — 0 shares (Direct)

Footnotes (3)

1. F1. 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").
2. F2. At the Effective Time, each time-vesting restricted stock unit award (a "Company RSU Award") held directly by the reporting person was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
3. F3. For Footnote (3), see Remarks below.

Key Figures

Options disposed: 5,171 options Option exercise price: $61.27 per share Common shares disposed: 4,932 shares +3 more

6 metrics

Options disposed 5,171 options Non-qualified stock options surrendered at issuer disposition

Option exercise price $61.27 per share Exercise price of disposed non-qualified stock options

Common shares disposed 4,932 shares Common stock returned to issuer in merger-related disposition

Cash consideration per share $76.00 per share Merger cash consideration for each Hologic common share

Contingent value right potential Up to $3.00 per CVR Additional potential cash per share via contingent value right

CVRs per share 1 CVR per share Each Hologic common share received one contingent value right

Key Terms

Agreement and Plan of Merger, contingent value right, Merger Consideration, time-vesting restricted stock unit award, +1 more

5 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.

time-vesting restricted stock unit award financial

"each time-vesting restricted stock unit award (a "Company RSU Award") held directly by the reporting person"

Non-qualified Stock Option financial

"security_title: "Non-qualified Stock Option (Right to Buy)""

A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Hologic (HOLX) director Wayde D. McMillan report in this Form 4?

Wayde D. McMillan reported disposing of Hologic equity back to the issuer as part of a completed merger. He surrendered 5,171 non-qualified stock options and 4,932 common shares, and his restricted stock units were converted, leaving him with no beneficial ownership.

How were Hologic (HOLX) common shares treated in the Hopper merger?

Each Hologic common share was converted into the right to receive $76.00 in cash plus one contingent value right. The contingent value right may pay up to an additional $3.00 in cash if its conditions are met in the future.

What consideration did Hologic (HOLX) shareholders receive in the merger?

Shareholders became entitled to $76.00 in cash per share, without interest, and one contingent value right per share. Each contingent value right represents the potential to receive up to $3.00 in additional cash, depending on specified conditions.

What happened to Wayde D. McMillan’s Hologic (HOLX) restricted stock units?

At the merger’s effective time, each time-vesting restricted stock unit held by McMillan was converted into the same mix of consideration as common shares. He now has a right to cash and contingent value rights instead of Hologic equity awards.

Does Wayde D. McMillan still own any Hologic (HOLX) common stock after the merger?

He no longer beneficially owns any Hologic common stock following the merger. His common shares and equity awards were converted into cash rights and contingent value rights, so his interest is now through these merger consideration instruments rather than shares.

What is a contingent value right in the Hologic (HOLX) merger?

Each contingent value right is a contractual entitlement linked to former Hologic shares. It allows the holder to receive up to $3.00 in cash per right, when and if specific conditions defined in the merger agreement are satisfied.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 04/09/2026 - 05:13 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

McMillan Wayde D.

(Last) (First) (Middle)

250 CAMPUS DRIVE

(Street)

MARLBOROUGH MASSACHUSETTS 01752

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HOLOGIC INC [ HOLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2026		D		4,932	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)	$61.27	04/07/2026		D			5,171	(3)	04/07/2035	Common Stock	5,171	(3)	0	D

Explanation of Responses:

1. 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").

2. At the Effective Time, each time-vesting restricted stock unit award (a "Company RSU Award") held directly by the reporting person was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.

3. For Footnote (3), see Remarks below.

Remarks:

(3) Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company Common Stock (a "Company Option") with an exercise price per share less than the Cash Consideration was cancelled and converted into the right to receive (i) an amount in cash equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option, multiplied by (B) the excess of the Cash Consideration over the exercise price per share of the Company Option, and (ii) one CVR with respect to each share. Each outstanding Company Option with an exercise price per share equal to or greater than the Cash Consideration and less than the sum of the Cash Consideration and $3.00 was cancelled and converted into the right to receive one CVR with respect to each share of Company Common Stock subject to such Company Option, payment in respect of which will be net of the excess of the applicable exercise price per share of the Company Option over $76.00. Each outstanding Company Option with an exercise price per share of Company Common Stock equal to or greater than the sum of the Cash Consideration and $3.00 was cancelled for no consideration.

	/s/ Mark W. Irving, attorney-in-fact for Mr. McMillan	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)