Schneiders Jennifer M 4

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.