Form 4: Surmodics Director Sells Shares Post-Merger

Surmodics Director Jose H. Bedoya disposed of all common stock and derivative securities following the company's merger into BCE Parent, LLC for $43.00 per share.

Summary

• Director Jose H. Bedoya disposed of 30,008 shares of Surmodics Inc. common stock on November 19, 2025.
• The disposition occurred as a result of Surmodics Inc. merging into BCE Merger Sub, Inc., with Surmodics surviving as a wholly-owned subsidiary of BCE Parent, LLC, as per a Merger Agreement dated May 28, 2024.
• Each share of common stock that was issued and outstanding immediately prior to the merger's effective time was automatically cancelled and converted into the right to receive $43.00 per share in cash.
• All outstanding restricted stock units (RSUs) held by Bedoya vested immediately prior to the merger's effective time, entitling him to receive the $43.00 per share cash consideration for such vested RSUs.
• Unexercised stock options were cancelled and automatically converted into a cash payment equal to the product of the aggregate number of shares subject to the option and the excess, if any, of the $43.00 merger consideration over the option's applicable per share exercise price.
• Following these transactions, Jose H. Bedoya no longer beneficially owns, directly or indirectly, any shares of common stock or derivative securities of Surmodics Inc.

Sentiment

Score: 7

Explanation: The filing reports the expected outcome of a previously announced merger, where an insider received cash for their equity holdings. This is a standard procedural filing following a corporate acquisition, indicating a successful liquidity event for shareholders and the insider.

Positives

• Director Jose H. Bedoya received cash for his common stock, vested RSUs, and in-the-money stock options as part of the merger, providing a liquidity event.
• The merger provided a clear exit strategy and liquidity for shareholders at a fixed price of $43.00 per share.

Negatives

• Surmodics Inc. is no longer an independent publicly traded entity, having become a wholly-owned subsidiary of BCE Parent, LLC.
• Some of Jose H. Bedoya's stock options, specifically those with exercise prices of $55.24 and $53.86, were out-of-the-money relative to the $43.00 merger consideration, resulting in no cash payout for those specific options.

Future Outlook

The filing primarily reports a past transaction related to a merger. As Surmodics Inc. is now a wholly-owned subsidiary, its future outlook as an independent public entity is no longer applicable. The filing does not provide forward-looking statements for the new private entity.

Management Comments

• Pursuant to that certain Merger Agreement, dated as of May 28, 2024, by and among the Surmodics, Inc. (the "Issuer"), BCE Parent, LLC, ("Parent"), and BCE Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Parent.
• At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.05 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $43.00 per share in cash, without interest and subject to any applicable tax withholdings (the "Merger Consideration").
• All outstanding restricted stock units ("RSUs") held by the reporting person vested immediately prior to the Effective Time and the reporting person is entitled to receive the Merger Consideration for such vested RSUs.
• As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Common Stock.
• Pursuant to the Merger Agreement, at the Effective Time, this unexercised stock option ("Option") was cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (a) the aggregate number of shares of Common Stock subject to the Option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of the Merger Consideration over such Option's applicable per share exercise price, subject to any required tax withholdings.

Industry Context

This filing reflects the final stages of a corporate acquisition, a common occurrence in the life sciences and medical device industry where larger entities often acquire specialized companies like Surmodics to expand product portfolios or gain technological advantages. The cash-out merger indicates a strategic consolidation rather than a distressed sale, providing liquidity to shareholders.

Comparison to Industry Standards

• The $43.00 per share merger consideration should be evaluated against the company's historical stock price performance, analyst price targets prior to the merger announcement, and valuation multiples of comparable acquisitions in the medical device or life sciences sector.
• Without specific pre-merger data or comparable transaction details, a definitive assessment against industry standards is limited to noting that the transaction provided a fixed cash value, which is a standard outcome for such mergers.

Management Changes

Stakeholder Impact

• Shareholders: All public shareholders received $43.00 per share in cash, providing liquidity and a defined return on investment.
• Employees: Employees holding equity awards (like RSUs and stock options) received cash payouts based on the merger terms, providing a liquidity event for their compensation.
• Company (Surmodics Inc.): Transitioned from a publicly traded entity to a wholly-owned subsidiary of BCE Parent, LLC, ending its independent public reporting obligations.

Next Steps

• No specific future actions for the now-private company are mentioned in this Form 4.
• The reporting person has completed their disposition of securities in Surmodics Inc.

Key Dates

Keywords

Surmodics Inc., SRDX, Merger, Form 4, Insider Transaction, Stock Options, Restricted Stock Units, Corporate Acquisition, BCE Parent LLC, Jose H. Bedoya