Hologic (HOLX) director exits equity as merger pays $76 cash plus CVR
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic, Inc. director Stacey D. Stewart reported returning stock awards to the company in connection with a completed merger. On April 7, 2026, he disposed of 15,049 non‑qualified stock options covering Hologic common stock at exercise prices between $64.36 and $78.49, plus 8,358 shares of common stock, all as issuer dispositions.
Footnotes explain that under an Agreement and Plan of Merger, each Hologic common share was converted into the right to receive $76.00 in cash and one contingent value right of up to $3.00 in cash. Time‑vesting restricted stock units were similarly converted, and Stewart no longer beneficially owns any Hologic common stock.
Positive
- None.
Negative
- None.
Insights
Director’s option and share disposals are mechanical results of Hologic’s cash-and-CVR merger, not open-market trades.
The transactions show Stacey D. Stewart returning 15,049 non-qualified stock options and 8,358 common shares to Hologic as issuer dispositions. No exercise prices were paid here; instead, awards were canceled or converted as part of the merger structure.
Footnotes describe a merger where each common share became the right to receive $76.00 cash plus a contingent value right of up to $3.00. Time-vesting RSUs were also converted into this merger consideration. Because the filing states Stewart no longer beneficially owns Hologic common stock after the effective time, these entries mainly document the cleanup of equity positions following the change in control.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Stewart Stacey D.
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 768 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,210 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,536 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,535 | $0.00 | -- |
| Disposition | Common Stock | 8,358 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 3,436 restricted 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 (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. For Footnote (4), see Remarks below.
Key Figures
Options disposed: 15,049 options
Common shares disposed: 8,358 shares
Option exercise price: $64.36 per share
+5 more
8 metrics
Options disposed
15,049 options
Non-qualified stock options returned to issuer on April 7, 2026
Common shares disposed
8,358 shares
Common stock returned to issuer on April 7, 2026
Option exercise price
$64.36 per share
One option grant’s conversion or exercise price
Option exercise price
$74.81 per share
One option grant’s conversion or exercise price
Option exercise price
$76.32 per share
One option grant’s conversion or exercise price
Option exercise price
$78.49 per share
One option grant’s conversion or exercise price
Cash merger consideration
$76.00 per share
Cash paid for each Hologic common share in merger
Contingent value right
up to $3.00 per share
Additional potential cash per share via CVR
Key Terms
Non-qualified Stock Option, contingent value right, Merger Consideration, Agreement and Plan of Merger, +2 more
6 terms
Non-qualified Stock Option financial
"Non-qualified Stock Option (Right to Buy)"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
contingent value right financial
"one (1) contingent value right, which represents the right to receive up to $3.00"
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 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.
restricted stock units financial
"each time-vesting restricted stock unit award (a "Company RSU Award")"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
beneficially owns financial
"the reporting person no longer beneficially owns, directly or indirectly, any shares"
Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.
FAQ
What insider activity did Hologic (HOLX) director Stacey D. Stewart report?
Stacey D. Stewart reported disposing of stock options and shares back to Hologic in issuer transactions. These included 15,049 non-qualified stock options and 8,358 common shares, all tied to the closing of a merger rather than open-market buying or selling.
How many Hologic stock options did Stacey D. Stewart surrender in this Form 4?
He disposed of 15,049 non-qualified stock options covering Hologic common stock. The options had exercise prices of $64.36, $74.81, $76.32, and $78.49 per share, and were returned to the issuer as part of the merger-related cleanup of equity awards.
Does Stacey D. Stewart still own Hologic common stock after the merger?
According to the footnotes, he no longer beneficially owns any Hologic common stock after the merger’s effective time. His time-vesting restricted stock units and common shares were converted into the stated cash and contingent value right merger consideration instead of remaining as equity.
How were Hologic restricted stock units treated for Stacey D. Stewart?
Time-vesting restricted stock units held directly by Stewart were converted into the same merger consideration as common shares. For each underlying share, he became entitled to $76.00 in cash plus one contingent value right, replacing his prior equity-based awards following the merger.
Were these Hologic (HOLX) insider transactions open-market sales?
No. The Form 4 classifies them as issuer dispositions, not market sales. The options and shares were canceled or converted under the merger terms, documenting how Stewart’s equity awards were settled when Hologic became a wholly owned subsidiary of the acquiring parent company.