Wendell Amy McBride 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) Director Amy McBride Disposes Shares in Merger Cash-Out
What Happened
- Amy McBride, a director of Hologic, recorded dispositions on April 7, 2026 that total 80,125 shares (various items reported, including derivative awards). The Form 4 shows these as dispositions to the issuer (code D) related to the company’s merger. Under the merger terms, each Hologic share was converted into $76.00 in cash plus one contingent value right (CVR) that may pay up to $3.00. The cash portion on 80,125 shares is about $6,089,500, with CVRs potentially adding up to ~$240,375 if fully payable.
- These were not open-market sales by the insider but conversion/cancellation of equity awards and options per the Merger Agreement (see Remarks and Footnotes). The filing lists per-line prices as N/A because the consideration was set by the merger mechanics.
Key Details
- Transaction date reported: 2026-04-07; Form 4 filed: 2026-04-09 (timely).
- Total shares disposed: 80,125; cash consideration per share: $76.00 (per Merger Agreement); approximate cash received: $6,089,500; potential additional CVR value: up to ~$240,375.
- Shares owned after transaction: the filing states the reporting person no longer beneficially owns any Hologic common stock.
- Notable footnotes: (F1–F3/Remarks) explain the merger conversion: time-vesting RSUs converted into merger consideration; options were either cashed out for the intrinsic value plus CVR, converted to CVRs (with net payment adjustments), or cancelled for no consideration depending on exercise price.
- Transaction type and codes: D = disposition to issuer; several lines marked as Derivative reflect RSU/option conversions rather than market trades.
Context
- This is a merger cash-out transaction — different from a voluntary sell in the open market. It reflects the company's acquisition mechanics rather than a trading decision by the director. For option-related entries, the filing explains options were cancelled/converted according to their strike relative to the $76 cash consideration; some received cash for intrinsic value plus CVR, some were converted to CVRs only, and higher‑strike options were cancelled without consideration.
Insider Transaction Report
Form 4Exit
HOLOGIC INCHOLX
Wendell Amy McBride
Director
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-07−25,784→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−1,500→ 0 totalExercise: $40.79Exp: 2026-12-14→ Common Stock (1,500 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−6,816→ 0 totalExercise: $41.92Exp: 2027-03-08→ Common Stock (6,816 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−7,551→ 0 totalExercise: $38.44Exp: 2028-03-14→ Common Stock (7,551 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]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)
[F3]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)
[F3]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)
[F3]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)
[F3]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)
[F3]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)
[F3]2026-04-07−5,535→ 0 totalExercise: $64.36Exp: 2035-02-26→ Common Stock (5,535 underlying)
Footnotes (3)
- [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]For Footnote (3), see Remarks below.
Signature
/s/ Mark W. Irving, attorney-in-fact for Ms. Wendell|2026-04-09