Hologic director cashes out shares in merger deal
Hologic, Inc. director Christiana Stamoulis reported the cash-out of her equity in connection with a merger.
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Form Type
4
Rhea-AI Filing Summary
Hologic, Inc. director Christiana Stamoulis reported the cash-out of her equity in connection with a merger. All reported holdings, including 50,526 shares of common stock and several non-qualified stock option grants, were disposed of to the issuer, leaving her with no remaining Hologic equity.
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 may pay up to an additional $3.00 in cash per share.
Insider Trade Summary
Disposition: 103,367 shares
Disposition
10 txns
Insider
Stamoulis Christiana
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 6,816 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,551 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 6,523 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,322 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,055 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,293 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,210 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,536 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,535 | $0.00 | $0.00 |
| Disposition | Common Stock | 50,526 | $0.00 | $0.00 |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (3)
- 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").
- 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.
- F3. For Footnote (3), see Remarks below.
Key Figures
Merger cash consideration: $76.00 per share
Contingent value right: up to $3.00 per share
Common shares disposed: 50,526 shares
+5 more
8 metrics
Merger cash consideration
$76.00 per share
Cash paid for each share of Hologic common stock at the merger
Contingent value right
up to $3.00 per share
Potential additional cash per share via CVR under merger terms
Common shares disposed
50,526 shares
Hologic common stock surrendered to issuer in merger by reporting person
Option grant 1 strike price
$41.92 per share
Non-qualified stock option on 6,816 underlying shares disposed to issuer
Option grant 2 strike price
$38.44 per share
Non-qualified stock option on 7,551 underlying shares disposed to issuer
Latest option grant strike
$64.36 per share
Non-qualified stock option on 5,535 underlying shares disposed to issuer
Dispose transactions
10 transactions
All reported as dispositions to issuer on the same transaction date
Post-transaction holdings
0 shares/options
Total shares and options reported as remaining after merger-related dispositions
Key Terms
Agreement and Plan of Merger, Merger Consideration, contingent value right, Non-qualified Stock Option (Right to Buy), +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.
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.
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.
Non-qualified Stock Option (Right to Buy) financial
"security_title": "Non-qualified Stock Option (Right to Buy)""
restricted stock unit award financial
"each time-vesting restricted stock unit award (a "Company RSU Award") held directly 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
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What insider transaction did Christiana Stamoulis report at HOLOGIC INC (HOLX)?
Christiana Stamoulis reported disposing of all her Hologic equity in an issuer-related transaction. This included 50,526 shares of common stock and multiple non-qualified stock option awards, all cancelled or surrendered in connection with a merger, leaving her with no remaining beneficial ownership.
What happened to Christiana Stamoulis’s HOLOGIC INC (HOLX) stock options?
Several non-qualified stock option awards held by Christiana Stamoulis, covering thousands of Hologic shares at exercise prices such as $41.92, $38.44 and $71.03, were disposed of to the issuer at the merger’s effective time, resulting in zero remaining option holdings after the transaction.
What is a contingent value right (CVR) in the HOLOGIC INC (HOLX) merger?
In this merger, each share of Hologic common stock received one contingent value right. Each CVR represents the right to receive up to $3.00 in additional cash per share, if specified future conditions are met, providing potential extra value beyond the $76.00 cash payment.
AI-generated analysis. How Rhea-AI works. Not financial advice.
