Wendell Amy McBride 4

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.