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HOLOGIC INC·4

Apr 9, 5:04 PM ET

Dockendorff Charles J 4

4 · HOLOGIC INC · Filed Apr 9, 2026

Research Summary

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Hologic (HOLX) Director Charles Dockendorff Surrenders 65,866 Shares

What Happened

  • Charles J. Dockendorff, a Hologic director, had multiple dispositions to the issuer on April 7, 2026, totaling 65,866 shares. These dispositions were part of the company’s merger transaction and are reported as "Disposition to the issuer (D)" (some entries are derivative instruments). Under the merger terms each share was converted into the right to receive $76.00 in cash and one contingent value right (CVR) for up to $3.00; the cash portion for 65,866 shares is approximately $5.0 million, plus potential additional CVR payments. Per the filing, Dockendorff no longer beneficially owns any Hologic common stock after the merger.

Key Details

  • Transaction date: April 7, 2026; Form 4 filed April 9, 2026 (timely reporting).
  • Total shares disposed: 65,866 (multiple line items; several labeled as derivative).
  • Reported per-share price: N/A on Form 4; merger consideration = $76.00 cash + 1 CVR (up to $3.00) per share.
  • Shares owned after transaction: 0 (reporting person no longer beneficially owns Company common stock).
  • Notable footnotes: RSU awards were converted into the merger consideration; outstanding options were cancelled or converted per the Merger Agreement (cash-out or CVR depending on exercise price).
  • Filing appears to reflect merger-driven cancellations/conversions rather than open-market sales.

Context

  • These dispositions arose from the Merger Agreement dated Oct 21, 2025, under which Hologic became a wholly owned subsidiary and equity awards/stock were converted or cancelled per specified rules. For option holders, outcomes vary by strike price (cash payment for in-the-money options plus CVRs, CVR-only for certain strikes, or cancellation for high-strike options). This is a corporate transaction settlement, not a voluntary market sale by the director.

Insider Transaction Report

Form 4Exit
Period: 2026-04-07
HOLOGIC INCHOLX
Dockendorff Charles J
Director
Transactions
  • Disposition to Issuer

    Common Stock

    [F1][F2]
    2026-04-07−6,626→ 0 total
  • Disposition to Issuer

    Common Stock

    [F1][F3]
    2026-04-07−15,370→ 0 total(indirect: By Trust)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−5,396→ 0 total
    Exercise: $43.24Exp: 2027-05-15→ Common Stock (5,396 underlying)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−6,523→ 0 total
    Exercise: $46.81Exp: 2029-03-07→ Common Stock (6,523 underlying)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−7,322→ 0 total
    Exercise: $47.36Exp: 2030-03-05→ Common Stock (7,322 underlying)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−5,055→ 0 total
    Exercise: $71.03Exp: 2031-03-11→ Common Stock (5,055 underlying)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−5,293→ 0 total
    Exercise: $70.28Exp: 2032-03-10→ Common Stock (5,293 underlying)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−4,210→ 0 total
    Exercise: $78.49Exp: 2033-03-09→ Common Stock (4,210 underlying)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−4,536→ 0 total
    Exercise: $76.32Exp: 2034-03-07→ Common Stock (4,536 underlying)
  • Disposition to Issuer

    Non-qualified Stock Option (Right to Buy)

    [F4]
    2026-04-07−5,535→ 0 total
    Exercise: $64.36Exp: 2035-02-26→ Common Stock (5,535 underlying)
Footnotes (4)
  • [F1]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").
  • [F2]At the Effective Time, each time-vesting restricted stock unit award (a "Company RSU Award") held directly by the reporting person was converted into the right to receive the Merger Consideration in respect of each share of Company Common Stock underlying the Company RSU Award. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
  • [F3]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.
Signature
/s/ Mark W. Irving, attorney-in-fact for Mr. Dockendorff|2026-04-09

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT