Hologic (HOLX) CEO exits all company stock as $76 per share buyout closes
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic CEO Stephen MacMillan reports the cancellation of his Hologic equity holdings in connection with the company’s merger. 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 for up to an additional $3.00 in cash.
His time-vesting restricted stock units and performance stock units were converted into cash-based rights to the same merger consideration structure. Following these conversions and dispositions, the filing states that MacMillan no longer beneficially owns, directly or indirectly, any shares of Hologic common stock.
Positive
- None.
Negative
- None.
Insights
CEO’s Hologic equity is cashed out and cancelled as part of a completed merger.
The transactions show Chairman, President and CEO Stephen P. MacMillan disposing of option awards, restricted stock units, performance stock units and common shares as Hologic is taken private via a merger. Each common share converts into $76.00 in cash plus a contingent value right for up to $3.00.
The filing explains that equity awards are converted into cash-settled rights mirroring this merger consideration, consistent with typical change-of-control treatment. It also notes that, after the effective time, MacMillan no longer beneficially owns any Hologic common stock, including shares previously held through the MacMillan Family Trust.
Insider Trade Summary
14 transactions reported
Mixed
14 txns
Insider
MACMILLAN STEPHEN P
Role
Chairman, President and CEO
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 160,565 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 159,339 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 768,639 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 151,071 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 152,529 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 123,801 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 118,877 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 106,300 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 117,829 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 117,801 | $0.00 | -- |
| Grant/Award | Performance Stock Units | 190,400 | $0.00 | -- |
| Disposition | Performance Stock Units | 190,400 | $0.00 | -- |
| Disposition | Common Stock | 1,423,837 | $0.00 | -- |
| Disposition | Common Stock | 1,146,829 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Performance Stock Units — 190,400 shares (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, MacMillan Family Trust)
Footnotes (1)
- Includes 1,079,673 restricted stock units/performance stock units, the settlement of which has been deferred pursuant to Hologic's Deferred Equity Plan. 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. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock. For Footnote (5), 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
Direct common shares disposed: 1,423,837 shares
+3 more
6 metrics
Cash consideration per share
$76.00 per share
Cash portion of merger consideration for each Hologic common share
Contingent value right
up to $3.00 per share
Additional potential cash per share via contingent value right (CVR)
Direct common shares disposed
1,423,837 shares
Directly held Hologic common stock reported as disposition to issuer
Trust-held common shares disposed
1,146,829 shares
Hologic common stock held by MacMillan Family Trust reported as disposition
Performance stock units certified
190,400 units
Hologic PSUs with performance results certified and converted to merger consideration
Deferred RSUs/PSUs
1,079,673 units
Restricted and performance stock units with settlement deferred under Deferred Equity Plan
Key Terms
contingent value right, Merger Consideration, Agreement and Plan of Merger, Performance Stock Units, +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.
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.
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
"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.
Deferred Equity Plan financial
"the settlement of which has been deferred pursuant to Hologic's Deferred Equity Plan"
FAQ
How were Stephen MacMillan’s Hologic restricted stock units treated in the merger?
Time-vesting restricted stock units granted before October 21, 2025 convert into the merger consideration per underlying share. Units granted after that date convert into unvested cash-based awards tied to the $76.00 cash amount and any payments on one contingent value right, under their existing vesting terms.
What happened to Stephen MacMillan’s Hologic performance stock units (PSUs)?
The compensation committee certified PSU performance, with goals deemed achieved at target or actual levels. Each outstanding PSU was then cancelled and converted into the right to receive the merger consideration for each underlying share, replacing stock delivery with cash and contingent value right payments.
Does Stephen MacMillan still own any Hologic (HOLX) common stock after the merger?
According to the filing, he no longer beneficially owns any Hologic common stock. All directly and indirectly held shares, including those in the MacMillan Family Trust, were converted into the merger consideration, eliminating his direct and indirect equity ownership in Hologic.
How were deferred Hologic RSUs and PSUs handled for Stephen MacMillan?
A footnote states that 1,079,673 restricted stock units and performance stock units had settlement deferred under Hologic’s Deferred Equity Plan. These units represent contingent rights to shares, which were converted into cash-settled rights to the merger consideration under the same treatment applied to comparable awards.