MACMILLAN STEPHEN P 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) CEO Stephen MacMillan Sells 4.74M Shares in Merger
What Happened
- Stephen P. MacMillan, Hologic’s Chairman, President & CEO, disposed of a total of 4,737,817 shares (and related derivative awards) in connection with Hologic’s merger. Under the Merger Agreement each Hologic share was converted into $76.00 in cash plus one contingent value right (CVR) potentially worth up to $3.00 per share. The cash value of the surrendered shares is roughly $360.1 million, with up to about $14.2 million additional subject to CVR payouts. Many of the reported items were disposals of derivative awards (RSUs/PSUs/options) that were converted and settled at the Effective Time.
Key Details
- Transaction date(s): 2026-04-07 (report filed 2026-04-09).
- Total shares/awards surrendered: 4,737,817.
- Merger consideration: $76.00 per share in cash plus one CVR per share (up to $3.00 additional per share).
- Approximate cash proceeds: ~ $360.1 million; potential additional CVR consideration up to ~ $14.2 million.
- Several disposals were derivative awards (RSUs/PSUs/options); one 190,400-share award was granted (conversion) and immediately disposed as part of the settlement.
- Footnotes: includes 1,079,673 RSUs/PSUs with deferred settlement under Hologic’s Deferred Equity Plan; PSUs were certified per the Merger Agreement; outstanding options were cancelled or converted per agreed formulas (see remarks).
- Shares owned after transaction: reporting person no longer beneficially owns any Hologic common stock.
- Filing timeliness: Form 4 was filed on 2026-04-09 for transactions dated 2026-04-07 (appears timely).
Context
- These transactions are the mechanical settlement of equity and derivative awards under the October 21, 2025 merger (Merger Sub merged into Hologic). They reflect conversion/cancellation of equity into merger consideration, not an open-market sale by the insider. Such merger-related settlements often result in large one-time dispositions and do not necessarily indicate the insider’s ongoing market view.
Insider Transaction Report
Form 4Exit
HOLOGIC INCHOLX
MACMILLAN STEPHEN P
DirectorChairman, President and CEO
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-04-07−1,423,837→ 0 total - Disposition to Issuer
Common Stock
[F2][F4]2026-04-07−1,146,829→ 0 total(indirect: By Trust) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−160,565→ 0 totalExercise: $37.64Exp: 2026-12-01→ Common Stock (160,565 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−159,339→ 0 totalExercise: $40.85Exp: 2027-12-01→ Common Stock (159,339 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−768,639→ 0 totalExercise: $40.85Exp: 2027-12-01→ Common Stock (768,639 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−151,071→ 0 totalExercise: $40.97Exp: 2028-11-12→ Common Stock (151,071 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−152,529→ 0 totalExercise: $45.61Exp: 2029-11-11→ Common Stock (152,529 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−123,801→ 0 totalExercise: $68.35Exp: 2030-11-09→ Common Stock (123,801 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−118,877→ 0 totalExercise: $71.13Exp: 2031-11-08→ Common Stock (118,877 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−106,300→ 0 totalExercise: $74.35Exp: 2032-11-07→ Common Stock (106,300 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−117,829→ 0 totalExercise: $71.94Exp: 2033-11-14→ Common Stock (117,829 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F5]2026-04-07−117,801→ 0 totalExercise: $79.39Exp: 2034-11-11→ Common Stock (117,801 underlying) - Award
Performance Stock Units
[F6][F7]2026-04-07+190,400→ 190,400 total→ Common Stock (190,400 underlying) - Disposition to Issuer
Performance Stock Units
[F6][F7]2026-04-07−190,400→ 0 total→ Common Stock (190,400 underlying)
Footnotes (7)
- [F1]Includes 1,079,673 restricted stock units/performance 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 ("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]As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.
- [F5]For Footnote (5), see Remarks below.
- [F6]Each Hologic restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- [F7]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.
Signature
/s/ Mark W. Irving, attorney-in-fact for Mr. MacMillan|2026-04-09