Oberton Karleen Marie 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) CFO Karleen Oberton Disposes 346,618 Shares in Merger
What Happened
Karleen Oberton, Hologic’s Chief Financial Officer, had a series of dispositions and award conversions on 2026-04-07 tied to Hologic’s merger. In total she disposed/converted 346,618 shares and share-equivalents (150,735 shares of common stock plus 195,883 RSU/PSU/option-related units). Under the merger terms each share converted into $76.00 in cash plus one contingent value right (CVR) that can pay up to $3.00. The cash-only portion of the consideration for 346,618 units is approximately $26,342,968; the CVRs could add up to about $1,039,854 if payable. After these conversions/dispositions the filing states the reporting person no longer beneficially owns any Hologic common stock.
Key Details
- Transaction date(s): 2026-04-07; Form 4 filed 2026-04-09 (appears timely).
- Consideration per share: $76.00 cash plus one CVR (up to $3.00 contingent).
- Aggregate units disposed/converted: 346,618 (150,735 common shares + multiple derivative award/option conversions totaling 195,883).
- Approximate cash proceeds: ~$26.34 million; potential additional CVR payment up to ~$1.04 million (contingent).
- Notable footnotes: F1 notes 41,121 RSUs/PSUs whose settlement is deferred under Hologic’s Deferred Equity Plan; F2–F6 explain that RSUs/PSUs/options were cancelled or converted into the merger consideration per the Merger Agreement.
- Post-transaction ownership: Reporting person no longer beneficially owns company common stock (per footnote F3).
- Transaction codes: D = disposition to issuer (merger settlement/cancellation); A = grant/award conversion. These were corporate-merger driven conversions rather than open-market trades.
Context
These entries reflect the contractual settlement of equity awards and options under the October 21, 2025 Merger Agreement (company acquired and common stock converted into cash + CVRs). For retail investors: this is a merger-driven, contractual conversion of equity into cash/CVRs, not a market sale for personal liquidity. CVR payments are contingent and not guaranteed; option treatment varied by strike price as described in the filing remarks.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-04-07−150,735→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−30,774→ 0 totalExercise: $45.61Exp: 2029-11-11→ Common Stock (30,774 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−23,767→ 0 totalExercise: $68.35Exp: 2030-11-09→ Common Stock (23,767 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−23,775→ 0 totalExercise: $71.13Exp: 2031-11-08→ Common Stock (23,775 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−21,743→ 0 totalExercise: $74.35Exp: 2032-11-07→ Common Stock (21,743 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−25,070→ 0 totalExercise: $71.94Exp: 2033-11-14→ Common Stock (25,070 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−28,047→ 0 totalExercise: $79.39Exp: 2034-11-11→ Common Stock (28,047 underlying) - Award
Performance Stock Units
[F5][F6]2026-04-07+42,707→ 42,707 total→ Common Stock (42,707 underlying) - Disposition to Issuer
Performance Stock Units
[F5][F6]2026-04-07−42,707→ 0 total→ Common Stock (42,707 underlying)
Footnotes (6)
- [F1]Includes 41,121 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]For Footnote (4), see Remarks below.
- [F5]Each Hologic restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- [F6]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.