Hologic (NASDAQ: HOLX) director equity cashed out in merger

Rhea-AI Filing Summary

Hologic Inc. director Martin D. Madaus reported dispositions of all remaining equity interests in connection with the company’s merger. On April 7, 2026, he surrendered 1,016 and 5,535 non-qualified stock options with exercise prices of $75.79 and $64.36 per share, respectively, plus 5,396 shares of common stock held directly and 5,445 shares held through a revocable trust, all as dispositions to the issuer.

Under the Merger Agreement, each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right of up to $3.00 in cash per share. As a result of the merger, Madaus no longer beneficially owns any Hologic common stock, directly or indirectly.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Madaus Martin D

Role Director

Type	Security	Shares	Price	Value
Disposition	Non-qualified Stock Option (Right to Buy)	1,016	$0.00	--
Disposition	Non-qualified Stock Option (Right to Buy)	5,535	$0.00	--
Disposition	Common Stock	5,396	$0.00	--
Disposition	Common Stock	5,445	$0.00	--

Holdings After Transaction: Non-qualified Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 0 shares (Direct); Common Stock — 0 shares (Indirect, Revocable Trust)

Footnotes (1)

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. 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 (higher strike): 1,016 options at $75.79 Options disposed (lower strike): 5,535 options at $64.36 Common shares disposed (direct): 5,396 shares +3 more

6 metrics

Options disposed (higher strike) 1,016 options at $75.79 Non-qualified stock options surrendered on April 7, 2026

Options disposed (lower strike) 5,535 options at $64.36 Non-qualified stock options surrendered on April 7, 2026

Common shares disposed (direct) 5,396 shares Common stock disposition to issuer on April 7, 2026

Common shares disposed (revocable trust) 5,445 shares Indirect ownership through revocable trust disposed on April 7, 2026

Merger cash consideration $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 CVR in merger

Key Terms

Agreement and Plan of Merger, contingent value right, Merger Consideration, Company RSU Award, +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.

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.

Company RSU Award financial

"each time-vesting restricted stock unit award (a "Company RSU Award") held directly by the reporting person..."

Effective Time regulatory

"At the effective time of the Merger (the "Effective Time"), each share of Hologic common stock..."

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Madaus Martin D

(Last) (First) (Middle)

250 CAMPUS DRIVE

(Street)

MARLBOROUGH MASSACHUSETTS 01752

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
HOLOGIC INC [ HOLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/07/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/07/2026		D		5,396	D	(1)(2)	0	D
Common Stock	04/07/2026		D		5,445	D	(1)(3)	0	I	Revocable Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-qualified Stock Option (Right to Buy)	$75.79	04/07/2026		D			1,016	(4)	12/09/2034	Common Stock	1,016	(4)	0	D
Non-qualified Stock Option (Right to Buy)	$64.36	04/07/2026		D			5,535	(4)	02/26/2035	Common Stock	5,535	(4)	0	D

Explanation of Responses:

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").

2. 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.

3. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.

4. For Footnote (4), see Remarks below.

Remarks:

(4) Pursuant to the Merger Agreement, each outstanding option to purchase shares of Company Common Stock (a "Company Option") with an exercise price per share less than the Cash Consideration was cancelled and converted into the right to receive (i) an amount in cash equal to the product of (A) the number of shares of Company Common Stock subject to such Company Option, multiplied by (B) the excess of the Cash Consideration over the exercise price per share of the Company Option, and (ii) one CVR with respect to each share. Each outstanding Company Option with an exercise price per share equal to or greater than the Cash Consideration and less than the sum of the Cash Consideration and $3.00 was cancelled and converted into the right to receive one CVR with respect to each share of Company Common Stock subject to such Company Option, payment in respect of which will be net of the excess of the applicable exercise price per share of the Company Option over $76.00. Each outstanding Company Option with an exercise price per share of Company Common Stock equal to or greater than the sum of the Cash Consideration and $3.00 was cancelled for no consideration.

	/s/ Mark W. Irving, attorney-in-fact for Mr. Madaus	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Hologic (HOLX) director Martin Madaus report?

Martin D. Madaus reported disposing of all remaining Hologic equity interests. He surrendered stock options and common shares, both direct and via a revocable trust, as issuer dispositions tied to the company’s merger, leaving him with no beneficial ownership of Hologic common stock.

How many Hologic (HOLX) stock options did Martin Madaus dispose of?

He disposed of 1,016 non-qualified stock options at an exercise price of $75.79 and 5,535 non-qualified stock options at $64.36. Both option positions went to zero following these issuer dispositions connected to the Hologic merger transaction.

How many Hologic (HOLX) common shares did Martin Madaus give up?

He disposed of 5,396 Hologic common shares held directly and 5,445 shares held indirectly through a revocable trust. After these issuer dispositions related to the merger, the filing states he no longer beneficially owns any Hologic common stock.

What did Hologic (HOLX) shareholders receive in the merger mentioned in this filing?

Each Hologic common share was converted into the right to receive $76.00 in cash plus one contingent value right. Each contingent value right can pay up to an additional $3.00 in cash per share if its conditions are met.

Why does Martin Madaus no longer own any Hologic (HOLX) stock after this Form 4?

Footnotes explain that, as a result of the merger and related conversions of equity awards and shares into cash and contingent value rights, Martin D. Madaus no longer beneficially owns, directly or indirectly, any shares of Hologic common stock following these transactions.