SRDX insider Olson reports stock and options cashed out in merger

Rhea-AI Filing Summary

Surmodics, Inc. (SRDX) senior executive Charles W. Olson reported the automatic cash-out of his equity holdings in connection with the company’s merger with BCE Parent, LLC. At the merger’s effective time, each share of Surmodics common stock was cancelled and converted into the right to receive $43.00 per share in cash, and all of Olson’s restricted stock units vested and became entitled to the same cash consideration.

The filing shows that 51,478 shares of common stock held directly and 800 shares held through an IRA were disposed of, and multiple employee stock options with exercise prices between $33.64 and $56.63 covering various share amounts were cancelled. Each option was converted into a cash right equal to the number of underlying shares multiplied by the excess of the $43.00 merger consideration over the option’s exercise price. As a result of the merger, Olson 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^*

OLSON CHARLES W

(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)
	SVP, Medical Device Coatings

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		51,478	D	(1)(2)	0	D
Common Stock	11/19/2025		D		800	D	(1)(2)	0	I	By IRA

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)	$56.63	11/19/2025		D			10,653	(3)	11/27/2025	Common Stock	10,653	$0	0	D
Employee Stock Option (right to buy)	$42	11/19/2025		D			13,579	(3)	11/26/2026	Common Stock	13,579	$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			20,101	(3)	12/04/2030	Common Stock	20,101	$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 Charles W. Olson	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 is reported in this Surmodics (SRDX) Form 4 filing?

The Form 4 reports that Surmodics executive Charles W. Olson had all of his Surmodics equity, including common stock, restricted stock units, and stock options, automatically cashed out in connection with the merger between Surmodics, Inc. and BCE Parent, LLC.

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

Each share of Surmodics common stock outstanding immediately before the merger’s 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 many Surmodics (SRDX) shares did Charles W. Olson dispose of in this filing?

The filing shows the disposition of 51,478 shares of Surmodics common stock held directly and 800 shares held indirectly through an IRA, all in connection with the merger transaction.

What happened to Charles W. Olson’s Surmodics stock options in the merger?

At the merger’s effective time, each unexercised Surmodics stock option held by Olson was cancelled and automatically converted into a cash right equal to the number of shares underlying the option multiplied by the excess, if any, of the $43.00 merger consideration over the option’s per share exercise price.

Does Charles W. Olson still beneficially own Surmodics (SRDX) shares after the merger?

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

What is Charles W. Olson’s role at Surmodics (SRDX) noted in the Form 4?

In the Form 4, Charles W. Olson is identified as an officer of Surmodics with the title SVP, Medical Device Coatings.

Was this Surmodics (SRDX) Form 4 filed by multiple reporting persons?

No. The Form 4 indicates that it is filed by one reporting person, covering the transactions for Charles W. Olson only.