Oberton Karleen Marie 4

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.