8-K filed April 7, 2026, 7:59 PM ET CIK 0000859737

M&A confidence high sentiment neutral materiality 1.00

Hologic acquired by Blackstone & TPG for $76/share; CEO Almeida appointed

HOLOGIC INC

Total consideration up to $79/share ($76 cash plus up to $3 CVR); enterprise value ~$17.3B.
Hologic becomes private; stock delisted from Nasdaq; holders receive cash and non-tradable CVR tied to Breast Health goals.
CEO Stephen MacMillan retired; José (Joe) Almeida named CEO effective immediately; Almeida was CEO of Baxter and Covidien.
Minority investments from ADIA and GIC; redeemed $400M 4.625% 2028 notes and $950M 3.25% 2029 notes at closing.

item 1.01 item 2.01 item 1.02 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 7.01 item 9.01

Machine-readable event card

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accession: 0001193125-26-144632
form_type: 8-K
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cik: 0000859737
company_name: HOLOGIC INC
filed_at: 2026-04-07T23:59:59+00:00
discovered_at: 2026-05-14T18:02:33.828449+00:00
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Source-grounded claims

9bd6c72b0266ac10fd646c193498b431d3c19c1c

HOLOGIC INC: Amended and restated bylaws entirely at the Effective Time to the form of Merger Sub's bylaws.

at the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

e9951b8512f9e4ca545f707b21bd07074617d8e1

HOLOGIC INC: Amended and restated certificate of incorporation entirely at the Effective Time of the Merger.

at the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated in its entirety

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

25890f175f0838fdeb99cdd2f36f4bd3b9fc4242

HOLOGIC INC underwent a change of control involving Blackstone Inc. and TPG Global, LLC (through affiliates) for approximately $17.3 billion in cash (closed 2026-04-07).

of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.

SEC 8-K Item 2.01/5.01 confidence 1.0 SEC evidence

9a2f7bb45451e4b57a3f8931d610e790a3f95f4d

HOLOGIC INC terminated 3.250% Senior Notes due 2029 valued at $950,000,000 aggregate principal amount.

1 Redemption of 2029 Notes On March 16, 2026, the Company issued a conditional notice of full redemption, and on April 6, 2026, a supplemental notice of conditional full redemption, to the holders of its 3.250% Senior Notes due 2029 (the “ 2029 Notes ”), notifying such holders that the Company intends to redeem all $950,000,000 aggregate principal amount of the outstanding 2029 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

afbaefa468511e82106d4b714c5bf1d0dc144c45

HOLOGIC INC entered into Contingent Value Rights Agreement with Equiniti Trust Company, LLC.

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

bf4b78c5d84239efaea5995707609e3d972b427c

HOLOGIC INC terminated 4.625% Senior Notes due 2028 valued at $400,000,000 aggregate principal amount.

ebruary 13, 2026, the Company issued a conditional notice of full redemption, and on March 16, 2026, a supplemental notice of conditional full redemption, and on April 6, 2026, a second supplemental notice of conditional full redemption, to the holders of its 4.625% Senior Notes due 2028 (the “ 2028 Notes ”), notifying such holders that the Company intends to redeem all $400,000,000 aggregate principal amount of the outstanding 2028 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

c6b89e100006c41185653083e25538bc4b621bb0

HOLOGIC INC terminated Amended and Restated Credit and Guaranty Agreement with Bank of America, N.A..

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

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

Comparable filings

Enviri II Corp

New Enviri completes spin-off; starts trading June 2 under NVRI; ~$1.2B revenue, ~$140M EBITDA

Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction, material_agreement same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

at the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, were amended and restated in their entirety to be in the form of the bylaws of Merger Sub as in effect immediately prior to the Effective Time

Comparable filing

In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

Filing page SEC filing

NVRI

Enviri completes sale of Clean Earth to Veolia for $3.04B; spins off remaining businesses as New Enviri

ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

This filing

of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

Filing page SEC filing

CTLP

Cantaloupe completes merger with 365 Retail Markets; shareholders receive $11.20/share

CANTALOUPE, INC. May 8, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.

Comparable filing

Rollover Shares immediately prior to the Effective Time, and were canceled at the Effective Time for no consideration) were canceled and converted into the right to receive $11.20 in cash, without interest (such amount per share, the “ Merger Consideration ”). At the Effective Time, (i) each Company RSU (as defined in the Merger Agreement) that was

Filing page SEC filing

CTRA

Coterra Energy completes merger with Devon; shares converted at 0.70x ratio

Coterra Energy Inc. May 7, 2026, 7:59 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.

Comparable filing

ith Devon Energy Corporation, a Delaware corporation (“Devon”), and Cubs Merger Sub, Inc., a Delaware corporation and

Filing page SEC filing

OCFC

OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 7.01, 9.01 same event type: m_and_a similar materiality

This filing

of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

EEX

Apollo Funds acquire Emerald (EEX) for $5.03/sh (42% premium); combine with Questex

Emerald Holding, Inc. May 11, 2026, 7:59 PM ET m_and_a Items 1.01, 5.07, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 9.01 same event type: m_and_a similar materiality

This filing

1 Redemption of 2029 Notes On March 16, 2026, the Company issued a conditional notice of full redemption, and on April 6, 2026, a supplemental notice of conditional full redemption, to the holders of its 3.250% Senior Notes due 2029 (the “ 2029 Notes ”), notifying such holders that the Company intends to redeem all $950,000,000 aggregate principal amount of the outstanding 2029 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date.

Comparable filing

On May 9, 2026, Emerald Holding, Inc., a Delaware corporation (the “ Company ”), entered into an Agreement and Plan of Merger (the “ Merger Agreement ”) with Emma Buyer, LLC, a Delaware limited liability company (“ Parent ”), and Emma Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“ Merger Sub ”).

Filing page SEC filing

TWO

Two Harbors raises all-cash merger consideration to $12.00/share in amended CrossCountry deal

TWO HARBORS INVESTMENT CORP. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 8.01, 9.01

same fact type: material_agreement same SEC item: 1.01, 9.01 same event type: m_and_a similar materiality

This filing

1 Redemption of 2029 Notes On March 16, 2026, the Company issued a conditional notice of full redemption, and on April 6, 2026, a supplemental notice of conditional full redemption, to the holders of its 3.250% Senior Notes due 2029 (the “ 2029 Notes ”), notifying such holders that the Company intends to redeem all $950,000,000 aggregate principal amount of the outstanding 2029 Notes at a redemption price equal to 100.000% of the principal amount thereof, plus accrued and unpaid interest thereon to, but not including, the redemption date.

Comparable filing

On May 7, 2026, Two Harbors Investment Corp. (“Two Harbors”) entered into a Second Amendment to the Agreement and Plan of Merger (the “Second Amendment”), by and among Two Harbors, CrossCountry Intermediate Holdco, LLC (“CCM”) and CrossCountry Merger Corp., a wholly owned subsidiary of CCM (“Merger Sub”), to amend the terms of the previously disclosed Agreement and Plan of Merger, dated March 27, 2026 (the “Original CCM Merger Agreement”), as amended by the First Amendment to the Agreement and Plan of Merger, dated April 28, 2026 (the “First Amendment”), by and among Two Harbors, CCM and Merger Sub (the Original CCM Merger Agreement, as amended by the First Amendment and the Second Amendment, the “Amended CCM Merger Agreement”).

Filing page SEC filing

EWCZ

European Wax Center completes take-private by General Atlantic at $5.80/share; stock delisted

European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a

This filing

of Parent. The total amount of cash consideration payable to the Company’s equityholders in connection with the Merger and pursuant to the Merger Agreement was approximately $17.3 billion. The funds used by Parent to consummate the Merger and complete the related transactions came from equity financing and debt financing.

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

Source: SEC EDGAR

accession 0001193125-26-144632

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