Hologic general counsel equity cashed out in merger
Rhea-AI Filing Summary
Hologic, Inc. completed a merger in which Hopper Merger Sub combined with the company, making Hologic a wholly owned subsidiary of Hopper Parent Inc. At the effective time, each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right for up to an additional $3.00 in cash per share.
For General Counsel Anne M. Liddy, all outstanding stock options, performance stock units, restricted stock units, and 28,052 shares of common stock were disposed of to the issuer or converted into rights to receive the merger consideration. As a result of the merger, she no longer beneficially owns any Hologic common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
10 transactions reported
Mixed
10 txns
Insider
Liddy Anne M.
Role
General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,173 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 6,129 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,943 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,121 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 6,016 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,479 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,683 | $0.00 | $0.00 |
| Grant/Award | Performance Stock Units | 3,452 | $0.00 | $0.00 |
| Disposition | Performance Stock Units | 3,452 | $0.00 | $0.00 |
| Disposition | Common Stock | 28,052 | $0.00 | $0.00 |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 contracts (Direct);
Performance Stock Units — 0 contracts (Direct);
Common Stock — 0 shares (Direct)
Footnotes (5)
- 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 ("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.
- F3. For Footnote (3), see Remarks below.
- F4. Each Hologic restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- F5. 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 cap: $3.00 per share
Common shares disposed: 28,052 shares
+3 more
6 metrics
Cash consideration per share
$76.00 per share
Merger consideration for each share of Hologic common stock
Contingent value right cap
$3.00 per share
Maximum additional cash payable per CVR issued per share
Common shares disposed
28,052 shares
Hologic common stock disposed of by Anne M. Liddy to issuer
Option strike price example
$45.61 per share
Exercise price of one non-qualified stock option series disposed
Highest option strike price
$79.39 per share
Exercise price of the highest-priced option grant disposed
Performance stock units certified
3,452 units
PSUs certified and then cancelled for merger consideration
Key Terms
contingent value right, Agreement and Plan of Merger, performance stock units, restricted stock unit, +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.
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.
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.
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.
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.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the Hologic (HOLX) Form 4 report for Anne M. Liddy?
The Form 4 shows General Counsel Anne M. Liddy’s Hologic equity awards and 28,052 common shares were disposed of or converted in connection with a merger. Following these actions, she no longer beneficially owns any Hologic common stock, directly or indirectly.
How were Anne M. Liddy’s Hologic stock options treated in the merger?
Multiple non-qualified stock options held by Anne M. Liddy, with exercise prices ranging from $45.61 to $79.39, were disposed of to the issuer at the merger’s effective time. After these dispositions, the Form 4 shows she holds no remaining option positions in Hologic.
What happened to Hologic (HOLX) restricted stock units in this transaction?
Time-vesting restricted stock units granted before October 21, 2025 converted into rights to receive the full merger consideration. Units granted after that date converted into unvested cash-based awards tied to the $76.00 cash consideration and contingent value right payments, reflecting prior RSU terms.
How were Hologic (HOLX) performance stock units handled for Anne M. Liddy?
Performance stock units were certified by Hologic’s compensation committee using the greater of target performance or actual performance through a set date. Each outstanding PSU was then cancelled and converted into the right to receive the same merger consideration per underlying share of Hologic common stock.
Does Anne M. Liddy still hold any Hologic (HOLX) equity after the merger?
No. The footnotes state that, as a result of the merger and related equity award conversions, Anne M. Liddy no longer beneficially owns any shares of Hologic common stock, whether directly or indirectly, following the effective time of the transaction.
AI-generated analysis. How Rhea-AI works. Not financial advice.
