HOLOGIC INC 8-K

What Happened Hologic, Inc. announced that at a special meeting of stockholders on February 5, 2026, holders approved the Agreement and Plan of Merger (dated October 21, 2025) with Hopper Parent Inc. and Hopper Merger Sub Inc., affiliates of funds managed by Blackstone Inc. and TPG Global, LLC. A quorum was present with 179,046,131 shares represented (≈80.27% of outstanding shares as of the record date). The company expects the merger to close in March or April 2026, subject to regulatory approvals and other customary closing conditions.

Key Details

• Record date shares entitled to vote: 223,065,562.
• Shares present/represented at meeting: 179,046,131 (≈80.27%).
• Merger Agreement vote (Proposal 1): For 178,777,739; Against 151,271; Abstain 117,121 — proposal approved.
• Advisory compensation vote (non‑binding, Proposal 2): For 60,764,502; Against 115,723,408; Abstain 2,558,221 — not approved.
• Closing timeline: expected March–April 2026, dependent on required regulatory approvals and customary conditions. Filing includes forward‑looking risk disclosures (e.g., regulatory, litigation, retention, CVR payment uncertainty).

Why It Matters The shareholder approval clears a major regulatory and corporate governance hurdle for the planned acquisition, moving the transaction closer to closing. Investors should note the advisory vote rejecting the proposed executive compensation related to the deal (non‑binding), the projected closing window (Mar–Apr 2026), and the filing’s reminder that closing is subject to regulatory approvals and other risks that could delay or prevent completion.