Form 4: Hologic CEO Withholds Shares for RSU Taxes

Hologic CEO Stephen P. MacMillan had 6,874 shares withheld at $74.15 to cover taxes on vested RSUs, and now reports 1,423,837 direct and 1,146,829 indirect shares.

Summary

• On 11/14/2025, transaction code F: 6,874 Hologic shares were withheld at $74.15 per share to satisfy tax obligations upon RSU settlement for CEO Stephen P. MacMillan.
• Post-transaction direct beneficial ownership: 1,423,837 shares, which includes 1,079,673 RSUs/PSUs whose settlement has been deferred under the Deferred Equity Plan.
• Indirect beneficial ownership: 1,146,829 shares held via the MacMillan Family Trust.
• No open-market purchase or sale occurred; this was an administrative tax-withholding event related to equity vesting.

Sentiment

Score: 5

Explanation: Neutral administrative event; no change to fundamentals, with continued substantial insider ownership.

Positives

• No open-market sale by the CEO; the transaction was solely to cover taxes, preserving economic exposure.
• Substantial continued ownership aligns incentives: 1,423,837 direct shares (including 1,079,673 deferred RSUs/PSUs) plus 1,146,829 indirect shares via trust.

Negatives

• No operational, financial, or strategic updates; limited incremental insight for forecasting.

Future Outlook

No forward-looking statements or guidance provided.

Management Comments

• Shares were withheld to satisfy tax obligations in connection with the settlement of RSUs after service-based vesting requirements were met.
• Direct beneficial ownership includes 1,079,673 RSUs/PSUs with settlement deferred under the Deferred Equity Plan.

Industry Context

Administrative insider tax-withholding transactions on RSU vesting are routine across large-cap medical technology companies and generally carry no implication for operating performance or strategy.

Comparison to Industry Standards

• Consistent with standard insider equity vesting and tax-withholding practices seen at large medtech peers such as Medtronic (MDT), Boston Scientific (BSX), and Becton Dickinson (BDX).
• Absence of open-market selling aligns with common executive practices to maintain exposure while handling tax obligations via share withholding.

Related Party Transactions

• Indirect beneficial ownership reported via the MacMillan Family Trust.

Stakeholder Impact

• No impact on company financing or liquidity; this is a routine tax-withholding related to equity vesting.
• Continued significant insider ownership may be viewed as alignment with shareholders.
• No operational or strategic implications disclosed.

Key Dates

Keywords

Hologic, HOLX, Form 4, insider transaction, Stephen P. MacMillan, RSU, PSU, tax withholding, Deferred Equity Plan, beneficial ownership