Hologic director exits holdings in cash merger
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
HOLOGIC INC director Charles J. Dockendorff disposed of all his company equity in connection with the company’s merger into Hopper Parent Inc. On the merger’s effective date, each share of Hologic common stock was converted into the right to receive $76.00 in cash plus one contingent value right worth up to $3.00 in cash when and if payable. All reported non-qualified stock options and common shares, including those held through a revocable trust, were surrendered to the issuer, leaving Dockendorff with no direct or indirect beneficial ownership of Hologic common stock.
Insider Trade Summary
Disposition: 65,866 shares
Disposition
10 txns
Insider
Dockendorff Charles J
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,396 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 6,523 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 7,322 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,055 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,293 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,210 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 4,536 | $0.00 | $0.00 |
| Disposition | Non-qualified Stock Option (Right to Buy) | 5,535 | $0.00 | $0.00 |
| Disposition | Common Stock | 6,626 | $0.00 | $0.00 |
| Disposition | Common Stock | 15,370 | $0.00 | $0.00 |
Holdings After Transaction:
Non-qualified Stock Option (Right to Buy) — 0 contracts (Direct);
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, Revocable Trust)
Footnotes (4)
- F1. 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").
- F2. 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.
- F3. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
- F4. For Footnote (4), see Remarks below.
Key Figures
Cash consideration per share: $76.00 per share
Contingent value right potential: Up to $3.00 cash
Option strike price example: $43.24 per share
+5 more
8 metrics
Cash consideration per share
$76.00 per share
Merger consideration for each Hologic common share
Contingent value right potential
Up to $3.00 cash
Additional CVR amount per Hologic share in merger
Option strike price example
$43.24 per share
Conversion price on one non-qualified stock option grant
Option strike price example
$71.03 per share
Conversion price on another non-qualified stock option grant
Common shares disposed (direct)
6,626 shares
Common stock directly held and disposed to issuer
Common shares disposed (trust)
15,370 shares
Common stock held via revocable trust and disposed to issuer
Derivative transactions reported
8 transactions
Non-qualified stock option dispositions on transaction date
Non-derivative transactions reported
2 transactions
Common stock dispositions on transaction date
Key Terms
Agreement and Plan of Merger, contingent value right, Non-qualified Stock Option (Right to Buy), Merger Consideration, +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.
Non-qualified Stock Option (Right to Buy) financial
"security_title: Non-qualified Stock Option (Right to Buy)"
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.
Revocable Trust financial
"nature_of_ownership: Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Hologic (HOLX) director Charles J. Dockendorff report in this Form 4?
He reported disposing of all his Hologic equity in connection with a completed merger. All listed stock options and common shares, including those in a revocable trust, were surrendered to the issuer, leaving him with no remaining beneficial ownership of Hologic common stock.
What happened to Charles J. Dockendorff’s Hologic stock options?
All reported non-qualified stock options were disposed of to the issuer at the merger’s effective time. After these issuer dispositions, the Form 4 shows zero derivative securities remaining, meaning Dockendorff no longer holds Hologic stock options following the transaction.
What is the contingent value right (CVR) mentioned for Hologic (HOLX)?
The contingent value right is an additional instrument granted per Hologic share in the merger. Each CVR represents the right to receive up to $3.00 in cash in the future, but only if specified conditions outlined in the merger agreement are eventually met.
AI-generated analysis. How Rhea-AI works. Not financial advice.
