Verstreken Jan 4
4 · HOLOGIC INC · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Hologic (HOLX) Group President Jan Verstreken Sells 332K Shares in Merger
What Happened
- Jan Verstreken, Group President, International at Hologic, reported multiple dispositions on April 7, 2026 that total 332,283 shares (derivative awards/options). These were not open‑market sales but conversions/dispositions to the issuer under Hologic’s merger with Hopper Parent Inc. Each Hologic share was converted into $76.00 in cash plus one contingent value right (CVR) that can pay up to $3.00 per share. The cash portion of the consideration for 332,283 shares is approximately $25.25 million, with up to an additional ~$996,849 possible under the CVRs.
- Per the filing footnotes, time‑vesting RSUs, PSUs and certain options were cancelled and converted into the merger consideration; as a result the reporting person no longer beneficially owns any Hologic common stock after the Effective Time.
Key Details
- Transaction date: April 7, 2026; Form 4 filed April 9, 2026 (timely filing).
- Reported dispositions (derivative conversions) total: 332,283 shares.
- Per‑share merger consideration: $76.00 cash + 1 CVR (up to $3.00) — cash received ≈ $25.25M; potential additional CVR amount ≈ $996,849.
- Shares owned after transaction: 0 (reporting person no longer beneficially owns Hologic common stock).
- Notable footnotes: conversions executed pursuant to the Agreement and Plan of Merger (Oct 21, 2025). RSUs/PSUs were converted into merger consideration; options were treated differently depending on exercise price (see remarks — some cashed out for difference vs. $76 and received CVRs).
- Transaction type: Disposition to issuer (D) and one grant/award conversion (A) recorded — all derivative award/option conversions tied to the merger, not typical insider market selling.
Context
- This filing reflects corporate merger consideration paid to award/option holders, not a manager-initiated open-market sale. Such conversions are routine in M&A and do not necessarily signal the insider’s sentiment about the company’s future operations.
- For options specifically: options with exercise prices below the cash consideration were generally cashed out for the difference (and received CVRs); those with higher strike prices were treated per the merger agreement (see remarks).
Insider Transaction Report
Form 4Exit
HOLOGIC INCHOLX
Verstreken Jan
Group President, International
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-07−134,039→ 0 total - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−7,564→ 0 totalExercise: $40.85Exp: 2027-02-01→ Common Stock (7,564 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−12,490→ 0 totalExercise: $40.85Exp: 2027-12-01→ Common Stock (12,490 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−13,971→ 0 totalExercise: $40.97Exp: 2028-11-12→ Common Stock (13,971 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−15,387→ 0 totalExercise: $45.61Exp: 2029-11-11→ Common Stock (15,387 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−29,002→ 0 totalExercise: $56.97Exp: 2030-07-01→ Common Stock (29,002 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−12,509→ 0 totalExercise: $68.35Exp: 2030-11-09→ Common Stock (12,509 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−17,831→ 0 totalExercise: $71.13Exp: 2031-11-08→ Common Stock (17,831 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−19,327→ 0 totalExercise: $74.35Exp: 2032-11-07→ Common Stock (19,327 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−20,056→ 0 totalExercise: $71.94Exp: 2033-11-14→ Common Stock (20,056 underlying) - Disposition to Issuer
Non-qualified Stock Option (Right to Buy)
[F3]2026-04-07−18,698→ 0 totalExercise: $79.39Exp: 2034-11-11→ Common Stock (18,698 underlying) - Award
Performance Stock Units
[F4][F5]2026-04-07+31,409→ 31,409 total→ Common Stock (31,409 underlying) - Disposition to Issuer
Performance Stock Units
[F4][F5]2026-04-07−31,409→ 0 total→ Common Stock (31,409 underlying)
Footnotes (5)
- [F1]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").
- [F2]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.
- [F3]For Footnote (3), see Remarks below.
- [F4]Each Hologic restricted stock unit represents a contingent right to receive one share of Company Common Stock.
- [F5]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. Verstreken|2026-04-09