COHN BENJAMIN JORDAN 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) Principal Accounting Officer Benjamin Cohn Cashes Out 59,523
What Happened
Benjamin J. Cohn, Hologic’s Principal Accounting Officer, reported multiple dispositions to the issuer on 2026-04-07 arising from the company’s merger. A total of 59,523 shares (or share-equivalents from RSUs/PSUs/options) were converted/disposed to the issuer. Under the merger agreement each share was converted into $76.00 in cash plus one contingent value right (CVR) (up to $3.00); the cash portion of these conversions is approximately $4,523,748. The Form 4 lists per-share price as N/A because these were merger conversions rather than open-market trades.
Key Details
- Transaction date(s): 2026-04-07; Form 4 filed 2026-04-09 (timely).
- Consideration: $76.00 cash per share under the Merger Agreement; total cash ≈ $4,523,748. CVRs could add up to an additional ~$178,569 if paid in full (contingent).
- Shares reported disposed: 59,523 (includes multiple derivative-item conversions and one award/settlement of 5,665 that was immediately disposed).
- Shares owned after transaction: reporting person no longer beneficially owns any Hologic common stock (per footnote).
- Notable footnotes: 80 shares were acquired under Hologic’s ESPP since the last Form 4; RSUs, PSUs and options were converted/cancelled per the Merger Agreement (see footnotes for conversion rules and option-treatment details).
- Transaction type: dispositions and derivative conversions tied to the Oct 21, 2025 Merger Agreement (cash-out to issuer), not an open-market sale.
Context
These transactions were merger-driven conversions/cash-outs: time-vesting RSUs/PSUs and certain options were converted into the right to receive the merger cash consideration and CVRs, and then settled with the issuer. This is different from an open-market insider sale and does not necessarily signal a change in the insider’s view of the company; it reflects the contract terms of the merger consideration.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-04-07−17,964→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−10,861→ 0 totalExercise: $45.61Exp: 2029-11-11→ Common Stock (10,861 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−7,505→ 0 totalExercise: $68.35Exp: 2030-11-09→ Common Stock (7,505 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−7,132→ 0 totalExercise: $71.13Exp: 2031-11-08→ Common Stock (7,132 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−3,382→ 0 totalExercise: $74.35Exp: 2032-11-07→ Common Stock (3,382 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−3,509→ 0 totalExercise: $71.94Exp: 2033-11-14→ Common Stock (3,509 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−3,505→ 0 totalExercise: $79.39Exp: 2034-11-11→ Common Stock (3,505 underlying) - Award
Performance Stock Units
[F5][F6]2026-04-07+5,665→ 5,665 total→ Common Stock (5,665 underlying) - Disposition to Issuer
Performance Stock Units
[F5][F6]2026-04-07−5,665→ 0 total→ Common Stock (5,665 underlying)
Footnotes (6)
- [F1]Includes 80 shares of common stock acquired pursuant to Hologic's employee stock purchase plan since the date of the reporting person's most recently filed Form 4.
- [F2]Pursuant to the Agreement and Plan of Merger, dated as of October 21, 2025 (the "Merger Agreement"), by and among Hologic, Inc. ("Hologic" or "Company"), Hopper Parent Inc., a Delaware corporation ("Parent"), and Hopper Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Hologic common stock, par value $0.01 ("Company Common Stock"), was converted into the right to receive (x) $76.00 per share in cash, without interest (the "Cash Consideration") and (y) one (1) contingent value right, which represents the right to receive up to $3.00 in cash, when and if payable (each, a "CVR") (the consideration contemplated by clauses (x) and (y), together, the "Merger Consideration").
- [F3]At the Effective Time, each time-vesting restricted stock unit award ("Company RSU") held by the reporting person granted before October 21, 2025 converted into the right to receive the Merger Consideration for each share of Company Common Stock underlying the Company RSU; and each Company RSU held by the reporting person granted after October 21, 2025 converted into, for each share of Company Common Stock subject to such Company RSU immediately prior to the Effective Time, (i) an unvested award representing the right to receive a cash payment equal to the Cash Consideration, and (ii) an unvested award representing the right to receive cash payments equal to the payments to the holder of one CVR, if any, pursuant to the CVR agreement, in each case, subject to the terms applied to the corresponding Company RSU immediately prior to the Effective Time. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
- [F4]For Footnote (4), see Remarks below.
- [F5]Each Hologic restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- [F6]Represents the certification of performance results applicable to outstanding Hologic performance stock units ("PSUs") by the compensation committee of the board of directors of Hologic. Pursuant to the Merger Agreement, for purposes of determining the number of shares of Company Common Stock subject to each PSU, any applicable performance goals were deemed achieved at the greater of (A) the target level of performance and (B) the actual level of performance measured through the latest practicable date prior to the Effective Time. Pursuant to the Merger Agreement, each outstanding PSU was cancelled and converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock subject to such PSU.