Surmodics (SRDX) Form 4 details merger cash payout and options

Rhea-AI Filing Summary

Surmodics, Inc. (SRDX) reported a director-level Form 4 tied to the company’s go-private merger. Under a Merger Agreement among Surmodics, BCE Parent, LLC and BCE Merger Sub, Inc., Merger Sub merged into Surmodics, which now operates as a wholly owned subsidiary of BCE Parent.

At the effective time of the merger, each share of Surmodics common stock was cancelled and converted into the right to receive $43.00 per share in cash, before taxes. All restricted stock units held by the reporting person vested immediately before closing and are entitled to the same $43.00 cash consideration per underlying share.

All reported employee stock options with exercise prices such as $55.24, $39.58, $53.86, $41.81, $28.98 and $31.89 were cancelled and converted into cash equal to the number of option shares multiplied by the excess of $43.00 over the option’s exercise price, subject to tax withholding. As a result of the merger, the reporting person no longer beneficially owns any Surmodics common stock.

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

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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^*

KNIGHT SUSAN E

(Last) (First) (Middle)

9154 BRECKENRIDGE LANE

(Street)

EDEN PRAIRIE MN 55437

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SURMODICS INC [ SRDX ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2025

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

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

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

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	11/19/2025		D		37,240	D	(1)(2)	0	D

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
Employee Stock Option (right to buy)	$55.24	11/19/2025		D			3,634	(3)	02/13/2026	Common Stock	3,634	$0	0	D
Employee Stock Option (right to buy)	$39.58	11/19/2025		D			4,548	(3)	02/13/2027	Common Stock	4,548	$0	0	D
Employee Stock Options (right to buy)	$53.86	11/19/2025		D			3,196	(3)	02/11/2028	Common Stock	3,196	$0	0	D
Employee Stock Option (right to buy)	$41.81	11/19/2025		D			3,555	(3)	02/10/2029	Common Stock	3,555	$0	0	D
Employee Stock Option (right to buy)	$28.98	11/19/2025		D			5,040	(3)	02/09/2030	Common Stock	5,040	$0	0	D
Employee Stock Option (right to buy)	$31.89	11/19/2025		D			4,155	(3)	02/08/2031	Common Stock	4,155	$0	0	D

Explanation of Responses:

1. Pursuant to that certain Merger Agreement, dated as of May 28, 2024, by and among the Surmodics, Inc. (the "Issuer"), BCE Parent, LLC, ("Parent"), and BCE Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.05 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $43.00 per share in cash, without interest and subject to any applicable tax withholdings (the "Merger Consideration"). All outstanding restricted stock units ("RSUs") held by the reporting person vested immediately prior to the Effective Time and the reporting person is entitled to receive the Merger Consideration for such vested RSUs.

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

3. Pursuant to the Merger Agreement, at the Effective Time, this unexercised stock option ("Option") was cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (a) the aggregate number of shares of Common Stock subject to the Option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of the Merger Consideration over such Option's applicable per share exercise price, subject to any required tax withholdings.

	/s/ John Manders on behalf of Susan E. Knight	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transaction involving Surmodics (SRDX) is described in this Form 4?

The Form 4 describes the completion of a merger under which BCE Merger Sub, Inc. merged with and into Surmodics, Inc., leaving Surmodics as a wholly owned subsidiary of BCE Parent, LLC.

What cash consideration did Surmodics (SRDX) shareholders receive in the merger?

Each share of Surmodics common stock outstanding immediately before the effective time was cancelled and converted into the right to receive $43.00 per share in cash, without interest and subject to applicable tax withholdings.

How were the reporting person’s restricted stock units (RSUs) treated in the Surmodics merger?

All outstanding RSUs held by the reporting person vested immediately prior to the effective time, and the holder is entitled to receive the $43.00 per share cash merger consideration for the shares underlying those vested RSUs.

What happened to the Surmodics employee stock options held by the reporting person?

At the effective time, each unexercised option was cancelled and converted into a right to receive cash equal to the number of shares subject to the option multiplied by the excess of the $43.00 merger consideration over the option’s exercise price, subject to tax withholding.

Does the reporting person still own Surmodics (SRDX) common stock after the merger?

No. The filing states that, as a result of the merger, the reporting person no longer beneficially owns any shares of Surmodics common stock, directly or indirectly.

What is the reporting person’s relationship to Surmodics in this Form 4?

The reporting person is identified as a Director of Surmodics, as indicated in the relationship section of the filing.

On what date were the Surmodics merger-related transactions reported in this Form 4 effective?

The earliest transaction date reported for these merger-related equity changes is 11/19/2025, which aligns with the effective time used in the filing for the merger-related equity treatment.