SRDX Form 4 details insider equity cancellation in BCE merger

Rhea-AI Filing Summary

Surmodics, Inc. (SRDX) reported that its Chief Financial Officer, listed as the reporting person, no longer holds any company stock or stock options following the completion of a previously agreed merger. Under the merger with BCE Parent, LLC, each share of Surmodics common stock was automatically cancelled and converted into the right to receive $43.00 in cash per share, subject to tax withholdings.

All restricted stock units held by the reporting person vested immediately before the merger’s effective time and were also converted into the cash merger consideration. Multiple outstanding employee stock options with exercise prices ranging from $33.64 to $56.63 per share were cancelled and converted into cash equal to the number of shares underlying each option times the amount by which the $43.00 merger price exceeded the option’s exercise price. After these transactions, the reporting person holds no Surmodics common stock or derivative securities.

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^*

Arens Timothy J.

(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)
	Chief Financial Officer

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		67,299	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)	$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)	$40.01	11/19/2025		D			2,615	(3)	05/13/2026	Common Stock	2,615	$0	0	D
Employee Stock Option (right to buy)	$42	11/19/2025		D			15,668	(3)	11/26/2026	Common Stock	15,668	$0	0	D
Employee Stock Options (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			25,016	(3)	11/30/2029	Common Stock	25,016	$0	0	D
Employee Stock Option (right to buy)	$33.64	11/19/2025		D			26,548	(3)	12/04/2030	Common Stock	26,548	$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 Timothy J. Arens	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).
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FAQ

What does the Surmodics (SRDX) Form 4 filed by the CFO report?

The Form 4 reports that Surmodics’ Chief Financial Officer disposed of all beneficial ownership of company common stock and stock options in connection with the closing of a cash merger.

What merger is referenced in the Surmodics (SRDX) Form 4?

The filing references a Merger Agreement dated May 28, 2024, under which BCE Merger Sub, Inc. merged with and into Surmodics, Inc., making Surmodics 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 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 Surmodics (SRDX) CFO’s restricted stock units treated in the merger?

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

What happened to the Surmodics (SRDX) CFO’s employee stock options?

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

Does the Surmodics (SRDX) CFO still own any Surmodics securities 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.