MACMILLAN STEPHEN P 4

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.