HANTSON LUDWIG 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) Director Ludwig Hantson Surrenders Shares in Merger
What Happened
Ludwig Hantson, listed as a director of Hologic (HOLX), reported multiple dispositions to the issuer on April 7, 2026 that total 56,632 shares. Those holdings were converted as part of Hologic’s merger: each share was converted into $76.00 in cash plus one contingent value right (CVR) that may pay up to $3.00 per share if and when payable. The filing shows the transactions as dispositions to the issuer (some noted as derivative transactions tied to awards/options).
Key Details
- Transaction date: April 7, 2026; Form 4 filed April 9, 2026 (appears timely).
- Total shares surrendered: 56,632.
- Cash consideration: $76.00 per share → approximately $4,304,032 in cash consideration.
- Contingent value rights (CVRs): one CVR per share; each CVR may pay up to $3.00 → up to an additional $169,896 (contingent).
- Transaction codes: D = disposition to the issuer; many line items are marked as derivative (conversion of RSUs/options).
- Shares owned after transaction: the filer no longer beneficially owns any Hologic common stock following the merger.
- Notable footnotes:
- F1: 3,695 restricted stock units were included, with settlement deferred under Hologic’s Deferred Equity Plan.
- F2–F4 / Remarks: Per the Merger Agreement, outstanding RSUs and options were converted or cancelled and converted into cash amounts and CVRs depending on their exercise prices (options with exercise price < $76 were converted into cash equal to (Cash Consideration − exercise price)×shares plus CVRs; other options were converted to CVRs or cancelled).
Context
These are not open-market sales but merger-related conversions: equity awards and stock/options were exchanged for the merger consideration (cash + CVR). This is a corporate transaction that eliminates the reporting person’s beneficial ownership of Hologic common stock and is different from a voluntary sale or purchase that might signal an insider’s view on the company.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-04-07−16,146→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−2,012→ 0 totalExercise: $41.54Exp: 2028-11-21→ Common Stock (2,012 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−6,523→ 0 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $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 totalExercise: $64.36Exp: 2035-02-26→ Common Stock (5,535 underlying)
Footnotes (4)
- [F1]Includes 3,695 restricted stock units, the settlement of which has been deferred pursuant to Hologic's Deferred Equity Plan.
- [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 (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.
- [F4]For Footnote (4), see Remarks below.