Merger cashes out Hologic (HOLX) director Hantson’s stock and options
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Hologic director Ludwig Hantson reported the disposition of his equity awards in connection with the company’s merger. On April 7, 2026, multiple non-qualified stock options covering thousands of shares of Hologic common stock and 16,146 common shares were disposed of 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, which may pay up to $3.00 in cash. Time-vesting restricted stock units held by Hantson were similarly converted into this merger consideration, and he no longer beneficially owns any Hologic common shares.
Positive
- None.
Negative
- None.
Insights
Director’s equity is cashed out in a completed merger, a mechanical step rather than a trading signal.
The filing shows Ludwig Hantson, a Hologic director, having his stock options, common shares, and restricted stock units converted or canceled in connection with the completed merger. Code D indicates dispositions to the issuer, not open-market sales, so this is part of the deal mechanics.
The merger terms provide $76.00 in cash per share plus a contingent value right of up to $3.00. The footnotes state that, as a result, Hantson no longer beneficially owns Hologic common stock. Because this reflects previously agreed merger consideration, it is largely administrative and does not on its own alter the investment thesis.
Insider Trade Summary
9 transactions reported
Mixed
9 txns
Insider
HANTSON LUDWIG
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 2,012 | $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 | 16,146 | $0.00 | -- |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
Footnotes (1)
- Includes 3,695 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
Merger cash per share: $76.00 per share
Contingent value right: up to $3.00 per share
Option disposal block: 6,523 option shares
+3 more
6 metrics
Merger cash per share
$76.00 per share
Cash consideration for each share of Hologic common stock
Contingent value right
up to $3.00 per share
Additional potential cash per share via CVR
Option disposal block
6,523 option shares
Non-qualified stock option disposed to issuer at $46.81 exercise price
Largest single option block
7,322 option shares
Non-qualified stock option disposed to issuer at $47.36 exercise price
Common shares disposed
16,146 shares
Common stock reported as issuer disposition on April 7, 2026
Deferred RSUs included
3,695 units
Restricted stock units with settlement deferred under Hologic’s Deferred Equity Plan
Key Terms
Non-qualified Stock Option (Right to Buy), contingent value right, Merger Consideration, restricted stock units, +1 more
5 terms
Non-qualified Stock Option (Right to Buy) financial
"security_title: "Non-qualified Stock Option (Right to Buy)""
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.
restricted stock units financial
"Includes 3,695 restricted stock units, the settlement of which has been deferred"
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.
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.
FAQ
What insider activity did Hologic (HOLX) director Ludwig Hantson report?
Ludwig Hantson reported dispositions of stock options and 16,146 common shares to Hologic. These were issuer dispositions tied to a completed merger, where his equity awards were effectively cashed out or converted under the agreed merger consideration.
What happened to Ludwig Hantson’s Hologic stock options in this Form 4?
Multiple non-qualified stock options held by Ludwig Hantson, each covering different share amounts and exercise prices, were reported as dispositions to the issuer. These option awards were effectively terminated or settled in connection with the merger, rather than exercised in open-market transactions.
How were Hologic (HOLX) restricted stock units handled for Ludwig Hantson?
Time-vesting restricted stock unit awards held directly by Ludwig Hantson 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, instead of receiving Hologic stock.
Does Ludwig Hantson still own Hologic (HOLX) common stock after the merger?
No. The filing states that, as a result of the merger and conversion of his awards into cash and contingent value rights, Ludwig Hantson no longer beneficially owns, directly or indirectly, any shares of Hologic common stock following these transactions.
Is this Hologic (HOLX) Form 4 a signal of open-market selling by the director?
No. The transactions are coded as issuer dispositions related to the merger closing. They reflect equity awards and shares being cashed out or converted into merger consideration, not discretionary open-market sales by Ludwig Hantson in the public market.