Verstreken Jan 4

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).