Hologic INC DEFA14A Filing

Key Financial Figures

• $76 — Employee holders will receive both the $76 up-front price and the Contingent Value
• $3 — he right to receive up to an additional $3 per share if Hologic achieves certain r
• $79 — excess of $76 per share (but less than $79 per share) will not receive the $76 up-

Filing Documents

• d62190ddefa14a.htm (DEFA14A) — 30KB
• 0001193125-25-274392.txt ( ) — 31KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Hologic, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-(6)(i)(1) and 0-11 On November 10, 2025, Hologic, Inc. shared the following internal FAQ with its employees. 1. Will this transaction impact employee benefits? Can I continue to take my scheduled PTO? Until closing, we will continue to operate benefit programs on their existing terms, subject to ordinary course changes and adjustments. Blackstone and TPG have committed under the merger agreement to maintain, for at least one year following closing, pre-closing levels of base salary and annual target cash bonus opportunities, no less favorable severance payments and benefits, and certain employee and fringe benefits that are substantially comparable in the aggregate to those provided before closing. Yes, you can take your scheduled PTO. 2. What will this mean for employees eligible for a bonus in November? The transaction will not have any effect on bonuses (STIP) scheduled to be paid in November. These bonuses will continue to be paid in the ordinary course based on Company and individual performance, and according to our usual processes. 3. What happens to my currently outstanding Hologic equity awards (RSUs and options) that haven't vested? Awards granted before the Oct. 21 signing of the merger agreement will be cashed out at closing, even if they have not yet vested. Employee holders will receive both the $76 up-front price and the Contingent Value Right (CVR), less taxes and the applicable exercise price (for options). The CVR provides the right to receive up to an additional $3 per share if Hologic achieves certain revenue milestones, as described in our press release. Options with an exercise price equal to or in excess of $76 per share (but less than $79 per share) will not receive the $76 up-front price. Holders of these options will only receive one CVR per share (that will take into account the applicable exercise price). Options with an exercise price equal to or in excess of $79 will be canceled for no consideration. All awards granted after the Oct. 21 signing of the merger agreement will be in the form of RSUs. At closing, these will be converted into unvested cash awards, with the right to receive both the $76 up front price and cash equal to the payments payable to one CVR, less taxes. These unvested cash awards will continue to vest one-third of their value annually as set forth in the RSU award agreement, subject to continued employment through each vesting date. They will accelerate upon termination of the holder's employment without cause, or due to death or disability, or upon the holder's resignation of employment for good reason, in each case, upon or following the closing. The CVR equivalent cash payment will be made following the later of the date the corresponding CVR is paid, or the date the corresponding unvested cash award vests, so long as the corresponding unvested cash award is not forfeited. 4. What happens to the Employee Stock Purchase Plan (ESPP)? The current offering period under the ESPP will continue under the same terms. Shares to be purchased at the end of the current offering period will be purchased at a discount in accordance with the current ESPP terms. Once purchased, the shares will be treated the same way as other common shares at the closing of the transaction. In other words, they will receive both the $76 up-front price in cash and the CVR, less taxes. At this time, there can be no new ESPP enrollment or increases to contribution percentages. There will not be another ESPP offering period after the current one. 5. I still have a lot of questions about how this transaction affects me. Will there be further communications that will keep us apprised of the situation? It's understandable to have questions. Keep an eye on MyHologic, or ask your manager or HR business partner. Required Legal Disclosures Cautionary Statement Regarding Forward-Looking Statements These Qs and As include "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as "

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