COHN BENJAMIN JORDAN 4

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.