Schnittker Brandon 4

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.