Merger cashes out Hologic (HOLX) director Amy McBride’s equity awards
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic, Inc. director Amy McBride disposed of her equity awards and shares in connection with the company’s merger. On April 7, 2026, multiple non-qualified stock option grants, each covering between 1,500 and 7,551 shares of common stock at exercise prices from $38.44 to $78.49, were reported as dispositions to the issuer, leaving 0 derivative securities outstanding for each grant.
On the same date, 25,784 shares of Hologic common stock were also reported as a disposition to the issuer. Under the merger, each share of 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. The filing notes that McBride’s time-vesting restricted stock units were converted into the same merger consideration and that she no longer beneficially owns any Hologic common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
11 transactions reported
Mixed
11 txns
Insider
Wendell Amy McBride
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 1,500 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 6,816 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,551 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 6,523 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,322 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,055 | $0.00 | -- |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,293 | $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 | 25,784 | $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: $3.00 per share
Common shares disposed: 25,784 shares
+3 more
6 metrics
Cash consideration per share
<money>$76.00</money> per share
Merger consideration for each share of Hologic common stock
Maximum CVR value
<money>$3.00</money> per share
Additional potential cash via one contingent value right per share
Common shares disposed
25,784 shares
Hologic common stock reported as disposition to issuer on April 7, 2026
Option grant size (example)
7,551 shares
Non-qualified stock option with <money>$38.44</money> exercise price, disposed on April 7, 2026
Option exercise prices range
<money>$38.44</money>–<money>$78.49</money>
Range of conversion or exercise prices for reported option grants
Option grant size (example)
6,816 shares
Non-qualified stock option with <money>$41.92</money> exercise price, disposed on April 7, 2026
Key Terms
Non-qualified Stock Option (Right to Buy), Agreement and Plan of Merger, contingent value right, Merger Consideration, +1 more
5 terms
Non-qualified Stock Option (Right to Buy) financial
"security_title: Non-qualified Stock Option (Right to Buy)"
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.
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.
time-vesting restricted stock unit award financial
"each time-vesting restricted stock unit award (a "Company RSU Award") held directly by the reporting person"
FAQ
What insider transaction did Amy McBride report for Hologic (HOLX)?
Amy McBride reported dispositions to the issuer of multiple non-qualified stock options and 25,784 shares of Hologic common stock. These transactions reflect equity being cashed out in connection with a merger, rather than open-market purchases or sales by the director.
What happened to Amy McBride’s Hologic stock options in this Form 4?
The Form 4 shows several non-qualified stock option grants, each covering 1,500 to 7,551 underlying shares at exercise prices between $38.44 and $78.49, were disposed of to the issuer. Each grant now shows zero derivative securities remaining following these merger-related transactions.
Does Amy McBride still own Hologic (HOLX) common stock after the merger?
According to the filing’s footnotes, as a result of the merger and related equity treatment, Amy McBride no longer beneficially owns any shares of Hologic common stock, either directly or indirectly. Her restricted stock units were also converted into the same cash and contingent value right consideration.
Were Amy McBride’s Hologic transactions open-market sales?
No. The transactions are coded as “D” for disposition to issuer, indicating they occurred as part of the merger mechanics, not as open-market trades. Equity awards and shares were converted into cash and contingent value rights under the merger agreement terms.
What is the contingent value right mentioned in the Hologic merger?
Each contingent value right gives the holder a potential right to receive up to $3.00 in additional cash per former Hologic share. Payment under these rights is conditional, meaning it occurs only if future criteria outlined in the merger agreement are satisfied.