Hologic (HOLX) executive equity awards cancelled and cashed out in merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic, Inc. executive Jan Verstreken reported changes to his equity awards in connection with the company’s closing 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 worth up to $3.00 in cash, if payable. Outstanding stock options, restricted stock units and performance stock units held by Verstreken were cancelled or converted into cash- and CVR-based rights consistent with this merger consideration. As a result of the transaction, he no longer beneficially owns any shares of Hologic common stock.
Positive
- None.
Negative
- None.
Insights
Form 4 reflects merger-driven cancellation and cash-out of awards, not open-market trading.
The filing shows Jan Verstreken, Group President, International at Hologic, had multiple non-qualified stock options and performance stock units cancelled or disposed to the issuer due to the completion of a merger. Transaction code D indicates issuer-related dispositions, while a single A code reflects a PSU grant certification step.
Footnotes explain that each Hologic common share was converted into the right to receive $76.00 in cash plus a contingent value right of up to $3.00. Time-vesting RSUs and PSUs were similarly converted into cash and CVR-based rights under the merger agreement. The filing states that, following the merger, Verstreken no longer beneficially owns Hologic common stock, so these entries largely document the transition from equity awards to cash and CVR entitlements.
Insider Trade Summary
13 transactions reported
Mixed
13 txns
Insider
Verstreken Jan
Role
Group President, International
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,564 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 12,490 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 13,971 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 15,387 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 29,002 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 12,509 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 17,831 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 19,327 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 20,056 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 18,698 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 31,409 | $0.00 | -- |
| Disposition | Performance Stock Units | 31,409 | $0.00 | -- |
| Disposition | Common Stock | 134,039 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 31,409 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 ("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 (3), 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
Contingent value right: Up to $3.00 per share
Common stock disposed: 134,039 shares
+3 more
6 metrics
Cash consideration per share
$76.00 per share
Merger consideration for each Hologic common share
Contingent value right
Up to $3.00 per share
Additional merger consideration via CVR
Common stock disposed
134,039 shares
Issuer disposition of Hologic common stock
Performance stock units certified
31,409 units
PSUs converted into merger consideration
Option grant 1 cancelled
7,564 options at $40.85
Non-qualified stock option disposition to issuer
Option grant 2 cancelled
12,490 options at $40.85
Non-qualified stock option disposition to issuer
Key Terms
Agreement and Plan of Merger, contingent value right, Merger Consideration, restricted stock unit, +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.
restricted stock unit financial
"each time-vesting restricted stock unit award ("Company RSU") held by the reporting person..."
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.
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.
FAQ
What does the Hologic (HOLX) Form 4 for Jan Verstreken report?
The Form 4 reports that Jan Verstreken’s Hologic equity awards were cancelled or converted into cash and contingent value rights under a merger. Following this conversion, he no longer beneficially owns any Hologic common stock, reflecting the company’s transition into a wholly owned subsidiary of Hopper Parent Inc.
How were Jan Verstreken’s restricted stock units treated in the Hologic merger?
Time-vesting restricted stock units granted before October 21, 2025 converted into the merger consideration per underlying share. Those granted after that date became unvested cash awards tied to the $76.00 cash amount and separate cash awards mirroring any CVR payments, keeping original vesting conditions in place post-merger.
What happened to Hologic performance stock units in this Form 4?
The compensation committee certified performance for outstanding performance stock units using the higher of target or actual performance. Each such unit was then cancelled and converted into the same merger consideration per share, replacing equity exposure with rights to cash and contingent value right payments under the merger agreement.
Does Jan Verstreken still hold Hologic (HOLX) common stock after the merger?
No. The footnotes explicitly state that, as a result of the merger, Jan Verstreken no longer beneficially owns, directly or indirectly, any shares of Hologic common stock. His prior stock, options and units were replaced by cash and contingent value right entitlements defined in the merger agreement.