Schnittker Brandon 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) President Brandon Schnittker Sells 48,172 Shares
What Happened
- Brandon Schnittker, President, GYN Surgical at Hologic, reported multiple dispositions to the issuer on 2026-04-07 that together total 48,172 shares/units. The reported transactions are derivative awards and unit cancellations (reported with price N/A) in connection with Hologic’s merger. Under the Merger Agreement each share/unit was converted into the right to receive $76.00 per share in cash plus one contingent value right (CVR) (up to $3.00). A simple multiplication of 48,172 shares × $76/share equals about $3.66 million in cash consideration, plus the CVRs; actual cash received may differ for canceled options (which were converted on a net basis per their exercise prices).
Key Details
- Transaction date(s): 2026-04-07; Form filed: 2026-04-09 (appears timely).
- Reported actions: multiple "Disposition to the issuer (D)" entries totaling 48,172 shares/units; one grant/award (A) of 8,432 units was immediately disposed (settled).
- Price reported on Form 4: N/A (settlement was pursuant to the Merger Agreement rather than an open-market trade).
- Merger consideration: $76.00 cash per share plus one CVR (up to $3.00); see footnotes for conversion rules for RSUs, PSUs and options.
- Shares owned after transaction: the filing states the reporting person no longer beneficially owns any Hologic common stock post-merger.
- Notable footnotes: F1 (132 ESPP shares acquired since last Form 4); F2–F6 and Remarks explain the Oct 21, 2025 merger mechanics, PSU certification, and how options were converted/cancelled.
Context
- These were not open-market sales but corporate-settled conversions/settlements tied to the Oct 2025 merger that converted equity awards into cash and CVRs. For options, the payout could be the cash difference between $76 and the exercise price or only CVRs depending on the option strike. This type of filing reflects merger consideration settlement rather than a sentiment-driven insider sale.
Insider Transaction Report
Form 4Exit
HOLOGIC INCHOLX
Schnittker Brandon
President, GYN Surgical
Transactions
- Disposition to Issuer
Common Stock
[F1][F2][F3]2026-04-07−17,644→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−2,265→ 0 totalExercise: $74.65Exp: 2032-06-01→ Common Stock (2,265 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−3,865→ 0 totalExercise: $74.35Exp: 2032-11-07→ Common Stock (3,865 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−5,014→ 0 totalExercise: $71.94Exp: 2033-11-14→ Common Stock (5,014 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−2,538→ 0 totalExercise: $71.03Exp: 2033-12-13→ Common Stock (2,538 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F4]2026-04-07−8,414→ 0 totalExercise: $79.39Exp: 2034-11-11→ Common Stock (8,414 underlying) - Award
Performance Stock Units
[F5][F6]2026-04-07+8,432→ 8,432 total→ Common Stock (8,432 underlying) - Disposition to Issuer
Performance Stock Units
[F5][F6]2026-04-07−8,432→ 0 total→ Common Stock (8,432 underlying)
Footnotes (6)
- [F1]Includes 132 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.
Signature
/s/ Mark W. Irving, attorney-in-fact for Mr. Schnittker|2026-04-09