Hologic (HOLX) director surrenders options and shares in cash-and-CVR merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic, Inc. director Nanaz Mohtashami reported dispositions tied to the company’s merger with Hopper Parent Inc. At the merger’s effective time, each Hologic common share converted into $76.00 in cash plus one contingent value right worth up to $3.00 in cash when and if payable.
On that date, Mohtashami disposed of non-qualified stock options covering 2,141, 4,536, and 5,535 shares at exercise prices of $71.45, $76.32, and $64.36, respectively, along with 7,371 common shares, all back to the issuer. The filing notes that, as a result of the merger, Mohtashami no longer beneficially owns any Hologic common stock.
Positive
- None.
Negative
- None.
Insights
Director’s options and shares were cashed out in a merger, leaving no remaining Hologic equity.
The transactions show Nanaz Mohtashami surrendering three tranches of non-qualified stock options and 7,371 common shares to Hologic, Inc. as part of a completed merger with Hopper Parent Inc.. The options had exercise prices of $71.45, $76.32, and $64.36.
Footnotes explain that each share of Hologic common stock converted into $76.00 in cash plus a contingent value right for up to $3.00. Time-vesting RSUs were similarly converted into this merger consideration. Following these conversions, the filing states the director no longer beneficially owns any Hologic common stock, indicating a full cash-out of equity due to the merger structure.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Mohtashami Nanaz
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,141 | $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 | 7,371 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- 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 (3), see Remarks below.
Key Figures
Cash consideration per share: $76.00 per share
Maximum CVR value: Up to $3.00 per share
Option tranche 1: 2,141 options at $71.45
+5 more
8 metrics
Cash consideration per share
$76.00 per share
Merger consideration for each Hologic common share
Maximum CVR value
Up to $3.00 per share
Contingent value right payable in cash when and if due
Option tranche 1
2,141 options at $71.45
Non-qualified stock option disposed to issuer on 2026-04-07
Option tranche 2
4,536 options at $76.32
Non-qualified stock option disposed to issuer on 2026-04-07
Option tranche 3
5,535 options at $64.36
Non-qualified stock option disposed to issuer on 2026-04-07
Common shares disposed
7,371 shares
Common Stock returned to issuer on 2026-04-07
Option expiration 1
2033-09-20
Original expiration date of 2,141-share option grant
Option expiration 2
2034-03-07
Original expiration date of 4,536-share option grant
Key Terms
Agreement and Plan of Merger, contingent value right, Merger Consideration, Non-qualified Stock Option (Right to Buy), +2 more
6 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.
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.
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.
disposition to issuer financial
"transaction_code_description: "Disposition to issuer""
FAQ
What did the Hologic (HOLX) Form 4 filing report for Nanaz Mohtashami?
The Form 4 reports that director Nanaz Mohtashami disposed of stock options and common shares back to Hologic in connection with its merger. These were issuer dispositions, not open-market trades, tied directly to the agreed merger terms and consideration structure.
What happened to Nanaz Mohtashami’s Hologic RSUs in the merger?
The filing notes that each time-vesting restricted stock unit award held directly by Mohtashami converted into the same merger consideration as common shares. For each underlying share, she became entitled to $76.00 in cash plus a contingent value right for up to $3.00, replacing equity awards.
Does Nanaz Mohtashami still beneficially own Hologic (HOLX) stock after the merger?
According to the filing, Mohtashami no longer beneficially owns any shares of Hologic common stock after the merger. Her options, RSUs, and common shares were converted into the defined cash and contingent value right merger consideration, leaving no remaining reported equity position in Hologic.
Were the Hologic (HOLX) insider transactions open-market buys or sells?
No. The transactions are coded as D for disposition to issuer, indicating shares and options were returned to Hologic in connection with the merger. They were not open-market purchases or sales, but mechanical adjustments required by the merger agreement’s terms.