Surmodics SRDX insider reports cash-out as $43 merger closes

Rhea-AI Filing Summary

Surmodics Inc. (SRDX) director reports full cash-out following merger. The filing describes the closing of a merger in which BCE Merger Sub, Inc. merged into Surmodics, Inc., making Surmodics a wholly owned subsidiary of BCE Parent, LLC. At the effective time, 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 the merger and are entitled to the same $43.00 per-share cash consideration. The director disposed of 40,183 shares of common stock and multiple employee stock options covering several thousand shares at exercise prices ranging from $28.98 to $55.24, which were cancelled and converted into their in-the-money cash value. Following these transactions, the reporting person no longer beneficially owns any Surmodics common stock or 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^*

DANTZKER DAVID

(Last) (First) (Middle)

C/O WHEATLEY PARTNERS, L.P.

80 CUTTERMILL ROAD

(Street)

GREAT NECK NY 11021

(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		40,183	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			2,605	(3)	02/13/2026	Common Stock	2,605	$0	0	D
Employee Stock Option (right to buy)	$39.58	11/19/2025		D			4,218	(3)	02/13/2027	Common Stock	4,218	$0	0	D
Employee Stock Options (right to buy)	$53.86	11/19/2025		D			2,964	(3)	02/11/2028	Common Stock	2,964	$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			4,674	(3)	02/09/2030	Common Stock	4,674	$0	0	D
Employee Stock Option (right to buy)	$31.89	11/19/2025		D			3,853	(3)	02/08/2031	Common Stock	3,853	$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 David R. Dantzker	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 disclosed in this Form 4?

The Form 4 reports that Surmodics, Inc. completed a merger in which BCE Merger Sub, Inc. merged into Surmodics, making it a wholly owned subsidiary of BCE Parent, LLC, and all Surmodics common shares were converted into cash.

What did Surmodics (SRDX) shareholders receive 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 applicable tax withholdings.

How many Surmodics (SRDX) shares did the reporting person dispose of?

The reporting person disposed of 40,183 shares of Surmodics common stock, which were converted into the right to receive the $43.00 per-share cash consideration in the merger.

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

All outstanding restricted stock units held by the reporting person vested immediately prior to the merger’s effective time, and the holder is entitled to receive the $43.00 per-share cash merger consideration for those vested RSUs.

How were the Surmodics (SRDX) employee stock options treated in the merger?

At the effective time, each unexercised Surmodics stock option held by the reporting person was cancelled and converted into a cash amount equal to the number of underlying shares 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 Surmodics (SRDX) securities after the merger?

No. As a result of the merger and the cash-out of shares, RSUs, and options, the reporting person no longer beneficially owns, directly or indirectly, any shares of Surmodics common stock.