Hologic Inc SEC Filings

Hologic, Inc. senior vice president Diana De Walt reported a routine tax‑withholding transaction in company stock. On January 30, 2026, 4,416 shares of Hologic common stock were withheld at $74.93 per share to cover tax obligations from vested restricted stock units.

After this Form 4 transaction, De Walt directly beneficially owned 7,603 shares of Hologic common stock. The filing describes no open‑market purchase or sale; the shares were retained by the company solely to satisfy tax withholding tied to equity compensation.

Hologic reported modest revenue growth but lower profit while preparing to go private in a major buyout. Quarterly revenue rose to $1,047.8 million from $1,021.8 million, driven by higher GYN Surgical and Skeletal Health sales. Net income declined to $179.1 million from $201.0 million, with diluted EPS down to $0.79 from $0.87.

Diagnostics revenue was essentially flat as lower COVID and certain STI testing offset growth in vaginitis and open-access assays. Breast Health dipped, including a recall-driven halt of Brevera 9 Gauge needles, while GYN Surgical benefited from the $340.7 million Gynesonics acquisition. Cash and cash equivalents increased to $2,168.0 million.

Hologic also agreed to be acquired by funds managed by Blackstone and TPG for $76.00 per share in cash plus a non-tradable contingent value right of up to $3.00 per share, tied to Breast Health revenue targets in fiscal 2026–2027. The deal is expected to close in the first half of 2026, after shareholder and regulatory approvals, and would result in Hologic’s Nasdaq delisting. A major BioZorb product-liability case was settled with the amount fully covered by insurance.

Hologic, Inc. furnished an 8-K to provide a press release announcing its financial results for the first quarter ended December 27, 2025. The press release is included as Exhibit 99.1, and the company specifies that this information is furnished, not filed, under securities laws.

The filing also highlights that Hologic has a pending proposed acquisition by affiliates of Blackstone Inc. and TPG Capital, and notes that a Definitive Proxy Statement was filed on December 23, 2025 and mailed to stockholders. Hologic directs stockholders to SEC and company investor relations websites for free copies of the proxy materials and explains that its directors and executive officers may be deemed participants in the proxy solicitation.

Hologic filed an update tied to its pending sale to affiliates of Blackstone and TPG, adding merger‑related disclosures, product updates and litigation developments. The company describes stockholder lawsuits and demand letters claiming the merger proxy omitted material information and responds by supplementing valuation details from Goldman Sachs, including discounted cash flow work that implied a per‑share value range of $66.67 to $99.09 and takeover premium analyses based on prior large U.S. deals.

Hologic also reports a voluntary recall and ongoing stop‑ship for its Brevera 9 Gauge Needles, which represented about 4.7% of Breast Health revenue in fiscal 2025. Because the duration and mitigation efforts are uncertain, Hologic now believes the risk‑adjusted net present value of each contingent value right is likely below the earlier $2.54 estimate, making the 2026 CVR milestone harder to reach despite a possible 2027 “catch‑up” feature. Separately, the company has reached a settlement, fully covered by insurance, to resolve most BioZorb product liability cases with no expected financial liability.

Hologic, Inc. filed an amended annual report to add detailed Part III disclosures on directors, executive officers, governance and 2025 executive pay. The filing explains a performance‑heavy compensation program built around base salary, annual cash bonuses tied to adjusted revenue and adjusted EPS, and long‑term equity awards split among performance stock units, restricted stock units and stock options.

For fiscal 2025, short‑term incentives paid out at 76% of target based on adjusted revenue of $4.063 billion and adjusted EPS of $4.33. Performance stock units based on adjusted free cash flow, adjusted return on invested capital and relative total shareholder return vested between 100% and 200% of target, reflecting three‑year performance. The filing also details how outstanding equity awards and new cash retention bonuses for several named executives will be treated in connection with a pending merger at $76.00–$79.00 per share, including accelerated vesting, cash payments and contingent value rights.

Hologic executive President, GYN Surgical reported a routine tax-related stock transaction. On December 12, 2025, 90 shares of Hologic common stock were disposed of at $75 per share as shares were withheld to satisfy tax obligations tied to vested restricted stock units. Following this withholding, the officer directly beneficially owns 17,512 Hologic shares.

Hologic, Inc. insider equity update: The Chairman, President and CEO, who is also a director of Hologic, Inc. (HOLX), reported a routine equity transaction dated 11/14/2025. A total of 6,874 shares of common stock were withheld at a price of $74.15 per share to cover tax obligations arising from the settlement of previously granted restricted stock units whose service-based vesting conditions had been met. After this tax withholding, the reporting person beneficially owns 1,423,837 shares of Hologic common stock directly and 1,146,829 shares indirectly through the MacMillan Family Trust. The indirect holdings include 1,079,673 restricted stock units/performance stock units for which settlement has been deferred under the company’s Deferred Equity Plan.

Hologic Inc. executive reports small tax-related share withholding

Hologic Inc. Group President, International reported a routine equity transaction involving the company’s common stock. On 11/14/2025, 196 shares of Hologic common stock were withheld at a price of $74.15 per share to cover tax obligations tied to the settlement of previously granted restricted stock units whose service-based vesting conditions had been met. Following this withholding transaction, the executive directly beneficially owns 134,039 shares of Hologic common stock.

Hologic, Inc. reported an insider equity transaction involving one of its officers. The President of GYN Surgical had 178 shares of Hologic common stock withheld on 11/14/2025 at a price of $74.15 per share, coded as an "F" transaction, which indicates shares were withheld to cover tax obligations related to previously granted restricted stock units whose service-based vesting conditions had been met. After this tax withholding, the officer directly beneficially owns 17,602 shares of Hologic common stock.