Hologic (HOLX) director exits stake as Hopper merger pays cash and CVRs
Filing Impact
Filing Sentiment
Form Type
4
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.
Positive
- None.
Negative
- None.
Insider Trade Summary
2 transactions reported
Mixed
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 | -- |
| Disposition | Common Stock | 4,932 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (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"). 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. 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
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.