Hologic Inc. Files 8-K: Material Agreements, Officer Changes

TL;DR

Hologic filed an 8-K on 10/21/25 covering material agreements and executive/director changes.

AI Summary

On October 21, 2025, Hologic, Inc. filed an 8-K report detailing several key events. These include the entry into a material definitive agreement, the departure of directors or certain officers, the election of directors, the appointment of certain officers, and information regarding compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This 8-K filing signals significant corporate actions at Hologic, Inc., potentially impacting its governance, executive team, and strategic direction.

Risk Assessment

Risk Level: medium — Changes in directors, officers, and material agreements can indicate shifts in company strategy or potential disruptions.

Key Players & Entities

• Hologic, Inc. (company) — Registrant
• October 21, 2025 (date) — Date of Report

FAQ

Key Financial Figures

• $0.01 — common stock of the Company, par value $0.01 per share (the " Company Common Stock "
• $76.00 — converted into the right to receive (x) $76.00 per share in cash, without interest (th
• $3.00 — h represents the right to receive up to $3.00 in cash, when and if payable, subject t
• $540,000,000 — ay a termination fee to Parent equal to $540,000,000 (or $225,000,000 as described below und
• $225,000,000 — fee to Parent equal to $540,000,000 (or $225,000,000 as described below under Other Terms of
• $900,000,000 — termination fee to the Company equal to $900,000,000 (the " Parent Termination Fee ") if the
• $9,500 million — tments for debt financing consisting of $9,500 million of senior secured first lien term loans
• $2,000 million — f senior secured first lien term loans, $2,000 million of senior secured second lien term loan
• $750 million — or secured second lien term loans and a $750 million senior secured first lien revolving cre
• $2.2 billion — etters, together with the approximately $2.2 billion of cash and cash equivalents on the Com
• $2.5 billion — estments on Hologic's balance sheet and $2.5 billion of Hologic debt as of September 27, 202
• $0.50 — right to receive (i) an amount between $0.50 and $1.50, determined by linear interpo
• $1 — receive (i) an amount between $0.50 and $1.50, determined by linear interpolation,
• $1,556,844,377 b — in respect of fiscal year 2026 exceeds $1,556,844,377 but is less than $1,571,844,377, provided
• $1,571,844,377 — exceeds $1,556,844,377 but is less than $1,571,844,377, provided that in the event that Revenu

Filing Documents

• d72397d8k.htm (8-K) — 62KB
• d72397dex21.htm (EX-2.1) — 693KB
• d72397dex991.htm (EX-99.1) — 25KB
• 0001193125-25-244423.txt ( ) — 1089KB
• holx-20251021.xsd (EX-101.SCH) — 3KB
• holx-20251021_lab.xml (EX-101.LAB) — 17KB
• holx-20251021_pre.xml (EX-101.PRE) — 11KB
• d72397d8k_htm.xml (XML) — 3KB

From the Filing

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (date of earliest event reported): October 21, 2025 Hologic, Inc. (Exact name of registrant as specified in its charter) Delaware 001-36214 04-2902449 (State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.) 250 Campus Drive , Marlborough , Massachusetts 01752 (Address of principal executive offices) Registrant's telephone number, including area code: (508) 263-2900 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $.01 par value HOLX The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item1.01 Entry into a Material Definitive Agreement. Agreement and Plan of Merger On October 21, 2025, Hologic, Inc. (" Hologic " or the " Company ") entered into an Agreement and Plan of Merger (the " Merger Agreement ") by and among the Company, Hopper Parent Inc., a Delaware corporation (" Parent "), and Hopper Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Parent (" Merger Sub "). Parent and Merger Sub are affiliates of funds managed by Blackstone Inc. (" Blackstone ") and TPG Capital (" TPG "). The Merger Agreement provides that, among other things, on the terms and subject to the conditions of the Merger Agreement, (i) Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned subsidiary of Parent (the " Surviving Corporation "); (ii) at the effective time of the Merger (the " Effective Time "), each issued and outstanding share of common stock of the Company, par value $0.01 per share (the " Company Common Stock "), other than (a) shares of Company Common Stock that, immediately prior to the Effective Time, are held by the Company or any of its subsidiaries and not held on behalf of third parties, (b) shares of Company Common Stock that are owned by Parent or Merger Sub, in each case immediately prior to the Effective Time, and (c) shares of Company Common Stock that, immediately prior to the Effective Time, are owned by stockholders of the Company who did not vote in favor of the Merger Agreement or the Merger (or consent thereto in writing) and who have properly demanded, perfected and not withdrawn a demand for appraisal rights pursuant to, and otherwise have complied in all respects with, Section 262 of the General Corporation Law of the State of Delaware (clauses (a), (b) and (c) collectively, the " Excluded Shares "), will be automatically 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 (each, a " CVR "), which represents the right to receive up to $3.00 in cash, when and if payable, subject to the terms and conditions set forth in the contingent value rights agreement to be entered into between Parent, the Company and a rights agent selected by Parent and reasonably acceptable to the Company (such rights agent, the " Rights Agent ", and such agreement, the " CVR Agreement ") setting forth the terms of the CVRs (the consideration contemplated by clauses (x) and (y), together, the " Merger Consideration "). The Board of Directors of the Company (the " Board ") has unanimously (i) determined that the terms of the Merger Agreement and the CVR Agreement and the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, the Company and its stockholders, (ii) determined that it is in the best interests of the Company and its stockholders and declared it advisable to enter into the Merger Agre

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View this 8-K filing on SEC EDGAR