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Varex Imaging legal chief receives two stock grants

The awards have separate scheduled vesting dates, with cash conversion and forfeiture terms tied to consummation of the Teledyne acquisition.

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Form Type
4

Rhea-AI Filing Summary

Varex Imaging Corp Chief Legal Officer Matthew Aaron Martinez received two direct awards of 5,411 restricted stock units each on October 12, 2026; each unit converts one-for-one into common stock. The four-year award is scheduled to vest 50% on August 15, 2028 and 50% on August 15, 2030, while the three-year cliff award is scheduled to vest on August 15, 2029. If Varex’s acquisition by Teledyne Technologies Incorporated is consummated, units outstanding and unvested immediately before closing vest pro rata. Units vested as of closing are cancelled and converted into the right to receive $18.90 per share in cash; any units remaining unvested are forfeited without consideration.

Insider Martinez Matthew Aaron
Role Chief Legal Officer
Type Security Shares Price Value
Grant/Award Restricted Stock Units F1, F2, F3 5,411 $0.00 $0.00
Grant/Award Restricted Stock Units F1, F4, F5 5,411 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 10,822 contracts (Direct)
Footnotes (5)
  1. F1. Each Restricted Stock Unit converts into common stock on a one-for-one basis.
  2. F2. These four-year Restricted Stock Units ("4-year RSUs") granted on October 12, 2026 are scheduled to vest 50% on August 15, 2028 and 50% on August 15, 2030. Vested shares will be delivered to the Reporting Person on the vest date. Notwithstanding the foregoing, if the acquisition of the Issuer by Teledyne Technologies Incorporated, pursuant to that certain merger agreement dated August 10, 2026 (the "Merger Agreement") is consummated (the "Closing"), the 4-year RSUs will vest as described in footnote 3.
  3. F3. Upon Closing, (i) each tranche of 4-year RSUs outstanding and unvested as of immediately prior to the Closing shall vest on a pro-rata basis as of immediately prior to the Closing, (ii) the 4-year RSUs to the extent outstanding and vested as of Closing (determined after applying clause (i) above) shall be cancelled and converted into the right to receive $18.90 per share in cash, and (iii) any portion that remains unvested as of Closing shall be automatically forfeited at Closing without consideration.
  4. F4. These three-year cliff Restricted Stock Units ("3-year RSUs") granted on October 12, 2026 are scheduled to vest on August 15, 2029. Vested shares will be delivered to the Reporting Person on the vest date. Notwithstanding the foregoing, in the event of Closing, the 3-year RSUs will vest as described in footnote 5.
  5. F5. Upon Closing, (i) each tranche of 3-year RSUs outstanding and unvested as of immediately prior to the Closing shall vest on a pro-rata basis as of immediately prior to the Closing , (ii) the 3-year RSUs to the extent outstanding and vested as of Closing (determined after applying clause (i) above) shall be cancelled and converted as of Closing into the right to receive $18.90 per share in cash, and (iii) any portion that remains unvested as of Closing shall be automatically forfeited at Closing without consideration.
Four-year restricted stock unit award 5,411 restricted stock units Granted October 12, 2026
Three-year cliff restricted stock unit award 5,411 restricted stock units Granted October 12, 2026
First four-year award vesting tranche 50% Scheduled to vest August 15, 2028
Second four-year award vesting tranche 50% Scheduled to vest August 15, 2030
Three-year cliff award vesting date August 15, 2029 Scheduled vesting date
Cash consideration per vested unit $18.90 per share If the acquisition is consummated
Restricted Stock Units financial
"Each Restricted Stock Unit converts into common stock on a one-for-one basis"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
pro-rata basis financial
"shall vest on a pro-rata basis as of immediately prior to the Closing"
Allocation or distribution that gives each participant a share proportional to their existing ownership, stake or entitlement — like slicing a pie so everyone gets a piece matching how big their original slice was. For investors this matters because it determines how much of new shares, dividends, fees or obligations they receive, helps preserve or change ownership percentages, and directly affects dilution and voting power.
three-year cliff Restricted Stock Units financial
"These three-year cliff Restricted Stock Units"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What happens to Matthew Aaron Martinez’s VREX RSUs if the Teledyne acquisition is completed?

If the acquisition is consummated, outstanding unvested units vest pro rata immediately before closing. Units vested as of closing are cancelled and converted into the right to receive $18.90 per share in cash; units remaining unvested are forfeited without consideration.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Martinez Matthew Aaron

(Last)(First)(Middle)
1678 S PIONEER RD

(Street)
SALT LAKE CITY UTAH 84104

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Varex Imaging Corp [ VREX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Legal Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
10/12/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(1)10/12/2026A5,411 (2)(3) (2)(3)Common Stock5,411$05,411D
Restricted Stock Units(1)10/12/2026A5,411 (4)(5) (4)(5)Common Stock5,411$05,411D
Explanation of Responses:
1. Each Restricted Stock Unit converts into common stock on a one-for-one basis.
2. These four-year Restricted Stock Units ("4-year RSUs") granted on October 12, 2026 are scheduled to vest 50% on August 15, 2028 and 50% on August 15, 2030. Vested shares will be delivered to the Reporting Person on the vest date. Notwithstanding the foregoing, if the acquisition of the Issuer by Teledyne Technologies Incorporated, pursuant to that certain merger agreement dated August 10, 2026 (the "Merger Agreement") is consummated (the "Closing"), the 4-year RSUs will vest as described in footnote 3.
3. Upon Closing, (i) each tranche of 4-year RSUs outstanding and unvested as of immediately prior to the Closing shall vest on a pro-rata basis as of immediately prior to the Closing, (ii) the 4-year RSUs to the extent outstanding and vested as of Closing (determined after applying clause (i) above) shall be cancelled and converted into the right to receive $18.90 per share in cash, and (iii) any portion that remains unvested as of Closing shall be automatically forfeited at Closing without consideration.
4. These three-year cliff Restricted Stock Units ("3-year RSUs") granted on October 12, 2026 are scheduled to vest on August 15, 2029. Vested shares will be delivered to the Reporting Person on the vest date. Notwithstanding the foregoing, in the event of Closing, the 3-year RSUs will vest as described in footnote 5.
5. Upon Closing, (i) each tranche of 3-year RSUs outstanding and unvested as of immediately prior to the Closing shall vest on a pro-rata basis as of immediately prior to the Closing , (ii) the 3-year RSUs to the extent outstanding and vested as of Closing (determined after applying clause (i) above) shall be cancelled and converted as of Closing into the right to receive $18.90 per share in cash, and (iii) any portion that remains unvested as of Closing shall be automatically forfeited at Closing without consideration.
Remarks:
/s/ Matthew A. Martinez10/14/2026
** Signature of Reporting PersonDate
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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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