Merger leaves Hologic (HOLX) executive without any common shares
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic Inc President, Diagnostic Solutions Jennifer M. Schneiders reported multiple equity award adjustments tied to the company’s merger. On April 7, 2026, she disposed of 41,462 shares of common stock back to the issuer and surrendered several non-qualified stock option grants covering 3,804, 4,058, 10,028 and 18,698 underlying shares.
Footnotes state that, under the October 21, 2025 merger agreement, 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 in cash per share. Restricted stock units and performance stock units were converted into cash- and CVR-based rights and then cancelled. As a result of the merger, Schneiders no longer beneficially owns any Hologic common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
7 transactions reported
Mixed
7 txns
Insider
Schneiders Jennifer M
Role
President, Diag. Solutions
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 3,804 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,058 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 10,028 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 18,698 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 22,598 | $0.00 | -- |
| Disposition | Performance Stock Units | 22,598 | $0.00 | -- |
| Disposition | Common Stock | 41,462 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 22,598 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 144 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
Common stock disposed: 41,462 shares
Option grant 1 underlying shares: 3,804 shares
Option grant 2 underlying shares: 4,058 shares
+4 more
7 metrics
Common stock disposed
41,462 shares
Disposition to issuer on April 7, 2026
Option grant 1 underlying shares
3,804 shares
Non-qualified stock option, $71.13 exercise price
Option grant 2 underlying shares
4,058 shares
Non-qualified stock option, $74.35 exercise price
Largest option grant underlying shares
18,698 shares
Non-qualified stock option, $79.39 exercise price
Performance stock units certified
22,598 units
PSUs certified then cancelled for merger consideration
Merger cash consideration per share
$76.00 per share
Cash portion of merger consideration for each common share
Maximum CVR cash per share
up to $3.00
Potential additional cash via one contingent value right per share
Key Terms
contingent value right, Performance Stock Units, Agreement and Plan of Merger, Merger Consideration, +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.
Performance Stock Units financial
"Represents the certification of performance results applicable to outstanding Hologic performance stock units ("PSUs")"
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.
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.
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.
FAQ
What did Hologic (HOLX) executive Jennifer M. Schneiders report in this Form 4?
She reported dispositions of Hologic common stock and equity awards back to the company. These transactions were driven by a merger that converted her shares and awards into cash and contingent value rights instead of ongoing stock ownership.
What were the key terms of the Hologic (HOLX) merger consideration?
Each Hologic common share was converted into the right to receive $76.00 in cash plus one contingent value right. Each contingent value right represents the right to receive up to an additional $3.00 in cash, depending on future conditions described in the CVR agreement.
How were Hologic (HOLX) restricted stock units and PSUs treated in the merger?
Time-vesting RSUs and performance stock units converted into rights to receive the same cash and CVR-based merger consideration. Performance goals for PSUs were deemed achieved at target or actual levels before conversion, and the awards were then cancelled in exchange for merger consideration payments.
Does Jennifer M. Schneiders still own Hologic (HOLX) common stock after the merger?
According to the footnotes, she no longer beneficially owns any Hologic common stock after the merger. All of her common shares, restricted stock units and performance stock units were converted into cash and contingent value rights in connection with the transaction.
Were the option awards in this Hologic (HOLX) Form 4 exercised or cancelled?
The Form 4 lists non-qualified stock options with exercise prices between $71.13 and $79.39 as dispositions to the issuer. These option awards were effectively surrendered or cancelled as part of the merger process rather than exercised for additional Hologic common shares.