Hologic INC 8-K Filing

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share HOLX THE NASDAQ STOCK MAR
• $400,000,000 — that the Company intends to redeem all $400,000,000 aggregate principal amount of the outst
• $950,000,000 — that the Company intends to redeem all $950,000,000 aggregate principal amount of the outst
• $76.00 — converted into the right to receive (i) $76.00 per Share in cash, without interest and
• $76.00 b — rice per share equal to or greater than $76.00 but less than $79.00 was cancelled and co
• $79.00 — to or greater than $76.00 but less than $79.00 was cancelled and converted into the ri
• $3.00 — ock Option, with any CVR payment (up to $3.00) reduced by the amount by which the app
• $76 — icable exercise price per Share exceeds $76.00, without interest and less applicabl
• $17.3 billion — the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate

Filing Documents

• d135035d8k.htm (8-K) — 54KB
• d135035dex31.htm (EX-3.1) — 10KB
• d135035dex32.htm (EX-3.2) — 63KB
• d135035dex101.htm (EX-10.1) — 132KB
• d135035dex991.htm (EX-99.1) — 14KB
• 0001193125-26-144632.txt ( ) — 456KB
• holx-20260407.xsd (EX-101.SCH) — 3KB
• holx-20260407_lab.xml (EX-101.LAB) — 18KB
• holx-20260407_pre.xml (EX-101.PRE) — 11KB
• d135035d8k_htm.xml (XML) — 4KB

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): April 7, 2026 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) (IRS Employer Identification No.) 250 Campus Drive Marlborough , MA 01752 (Address of Principal Executive Offices) (508) 263-2900 (Registrant's Telephone Number, Including Area Code) Not Applicable (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, par value $0.01 per share 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. Introductory Note This Current Report on Form 8-K is being filed in connection with the completion of the previously announced Merger (as defined below) pursuant to the Agreement and Plan of Merger, dated as of October 21, 2025 (the " Merger Agreement "), by and among Hologic, Inc., a Delaware corporation (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 "). On April 7, 2026 (the " Closing Date "), pursuant to the Merger Agreement, Merger Sub merged with and into the Company (the " Merger "), with the Company surviving the Merger as a wholly owned subsidiary of Parent. Parent and Merger Sub are affiliates of investment funds managed by Blackstone Inc. (" Blackstone ") and TPG Global, LLC (" TPG "). Item1.01 Entry into a Material Definitive Agreement. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01. In connection with the closing of the Merger, the Company entered into a Contingent Value Rights Agreement (the " CVR Agreement ") among Parent, the Company and Equiniti Trust Company, LLC, a New York limited liability trust company, as rights agent, pursuant to which each holder of outstanding shares of common stock of the Company, par value $0.01 per share (the " Company Common Stock " or " Shares ") and certain Company equity awards as of immediately prior to the effective time of the Merger (the " Effective Time ") became entitled to receive one (1) contingent value right (each, a " CVR ") per Share. The foregoing description of the CVR Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the CVR Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. Item1.02 Termination of Material Definitive Agreements. Concurrently with the closing of the Merger, the Company repaid all outstanding principal and all accrued and unpaid interest (together with all fees, expenses and other amounts owed in connection therewith), effectuated the release of all liens securing any obligations the release of all guarantees and terminated all credit commitments outstanding under that certain Amended and Restated Credit and Guaranty Agreement, dated as of October 3, 2017, among the Company, Hologic GGO 4 Ltd, Hologic UK Finance Ltd and certain other subsidiaries of the Company party thereto, the guarantors from time to time party thereto, the lenders from time to time party thereto and Bank of America, N.A., as administrative agent, collateral agent, swing line lender and L/C issuer (as amended by that certain Refinancing Amendment No. 1, dated as of December 17, 2018, as further amended by that certain Refinancing Amendment No. 2, dated as of September 27, 2021, as further amended by that certain Ref

View Full Filing

View this 8-K filing on SEC EDGAR