SRDX Form 4: Surmodics officer cashed out in $43.00 merger deal

Rhea-AI Filing Summary

Surmodics Inc. completed a merger in which all outstanding common stock was converted into cash at $43.00 per share. Under the merger agreement, Surmodics became a wholly owned subsidiary of BCE Parent, LLC after BCE Merger Sub, Inc. merged into the company.

The reporting person, a senior vice president and general counsel, had all restricted stock units vest immediately before the effective time and became entitled to receive the same $43.00 per share cash consideration for those RSUs. All employee stock options with exercise prices such as $36.23, $37.44, $43.93, $36.13 and $33.64 were cancelled and converted into a cash payment equal to the number of underlying shares multiplied by the excess of $43.00 over the option exercise price.

As a result of these transactions, the reporting person no longer beneficially owns any Surmodics common stock or related stock options.

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^*

Weber Gordon S.

(Last) (First) (Middle)

9924 WEST 74TH STREET

(Street)

EDEN PRAIRIE MN 55344

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Sr. VP of Legal, GC and Sec.

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		21,040	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 Options (right to buy)	$36.23	11/19/2025		D			11,538	(3)	05/12/2027	Common Stock	11,538	$0	0	D
Employee Stock Option (right to buy)	$37.44	11/19/2025		D			17,883	(3)	11/30/2027	Common Stock	17,883	$0	0	D
Employee Stock Option (right to buy)	$43.93	11/19/2025		D			18,337	(3)	11/30/2028	Common Stock	18,337	$0	0	D
Employee Stock Option (right to buy)	$36.13	11/19/2025		D			19,243	(3)	11/30/2029	Common Stock	19,243	$0	0	D
Employee Stock Option (right to buy)	$33.64	11/19/2025		D			20,859	(3)	12/04/2030	Common Stock	20,859	$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 Gordon S. Weber	11/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

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

The filing describes a merger in which BCE Merger Sub, Inc. merged with and into Surmodics Inc., making Surmodics a wholly owned subsidiary of BCE Parent, LLC and converting all outstanding common shares into cash.

At what price were Surmodics (SRDX) common shares converted in the merger?

Each share of Surmodics common stock was automatically cancelled and converted into the right to receive $43.00 per share in cash, without interest and subject to tax withholdings.

What happened to the reporting person’s Surmodics restricted stock units (RSUs)?

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

How were the reporting person’s Surmodics stock options treated in the merger?

Each unexercised stock option was cancelled and automatically converted into the right to receive a cash payment 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 withholdings.

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

No. As a result of the merger and related equity conversions, the reporting person no longer beneficially owns any shares of Surmodics common stock, directly or indirectly.

What is the role of the reporting person at Surmodics Inc. (SRDX)?

The reporting person is identified as an officer of Surmodics, serving as Senior Vice President of Legal, General Counsel and Secretary.

What types of derivative securities are disclosed for the Surmodics (SRDX) insider?

The filing lists several employee stock options (rights to buy) with exercise prices including $36.23, $37.44, $43.93, $36.13 and $33.64, all of which were cancelled and converted into cash under the merger agreement.