HANTSON LUDWIG 4

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.