Schneiders Jennifer M 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) President Jennifer Schneiders Sells 100,648 Shares
What Happened
Jennifer M. Schneiders, President, Diagnostic Solutions at Hologic (HOLX), recorded multiple dispositions on 2026-04-07 tied to Hologic’s merger. A total of 100,648 shares (including various equity awards and options converted) were disposed to the issuer as part of the merger consideration, which provides $76.00 in cash per share plus one contingent value right (CVR) per share (CVR pays up to $3.00 if payable). The cash component of these dispositions is approximately $7.65 million; additional contingent payments from CVRs could total up to about $302k if paid in full. The filing shows one matching derivative acquisition/disposition of 22,598 RSU-equivalents as part of the conversion mechanics.
Key Details
- Transaction date: 2026-04-07; Form 4 filed 2026-04-09 (timely).
- Consideration: $76.00 cash per share + one CVR per share (up to $3.00 contingent).
- Shares disposed (sum of listed dispositions): 100,648. Estimated cash proceeds ≈ $7,649,248; potential additional CVR value up to ≈ $301,944.
- Shares owned after transaction: the reporting person no longer beneficially owns any Hologic common stock (per filing).
- Notable footnotes: small ESPP purchase of 144 shares reported since last Form 4 (Footnote F1). Several items were derivative conversions (RSUs, PSUs, options) under the Merger Agreement (see Footnotes F2–F6 and Remarks).
- No indication of a 10b5-1 plan or that this was a gift; transactions are merger-related, not open-market sales.
Context
These transactions are merger-driven: under the Merger Agreement, equity awards (time-based RSUs and performance PSUs) and certain options were converted or cancelled and converted into the right to receive the merger consideration (cash + CVR). For options, the agreement provides different treatments depending on exercise price (e.g., options with strike < $76 converted into cash equal to the difference times shares plus CVRs). Because these are corporate merger conversions rather than voluntary market sales, they generally reflect contract settlement terms rather than an insider expressing a buy/sell opinion.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-04-07−41,462→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−3,804→ 0 totalExercise: $71.13Exp: 2031-11-08→ Common Stock (3,804 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−4,058→ 0 totalExercise: $74.35Exp: 2032-11-07→ Common Stock (4,058 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−10,028→ 0 totalExercise: $71.94Exp: 2033-11-14→ Common Stock (10,028 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−18,698→ 0 totalExercise: $79.39Exp: 2034-11-11→ Common Stock (18,698 underlying) - Award
Performance Stock Units
[F5][F6]2026-04-07+22,598→ 22,598 total→ Common Stock (22,598 underlying) - Disposition to Issuer
Performance Stock Units
[F5][F6]2026-04-07−22,598→ 0 total→ Common Stock (22,598 underlying)
Footnotes (6)
- [F1]Includes 144 shares of common stock acquired pursuant to Hologic's employee stock purchase plan since the date of the reporting person's most recently filed Form 4.
- [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.