Form 4: Surmodics Director Sells Shares Post-Merger

Surmodics Director David Dantzker disposed of all common stock and stock options following the company's merger into a wholly-owned subsidiary.

Summary

• David Dantzker, a Director of Surmodics Inc. (SRDX), reported the disposition of all his beneficial ownership in the company.
• The transaction occurred on November 19, 2025, as a direct result of a merger agreement dated May 28, 2024.
• Surmodics Inc. merged with BCE Merger Sub, Inc., becoming a wholly-owned subsidiary of BCE Parent, LLC.
• Each share of Surmodics common stock issued and outstanding prior to the merger was automatically converted into the right to receive $43.00 per share in cash.
• Dantzker disposed of 40,183 shares of common stock.
• All outstanding restricted stock units (RSUs) held by Dantzker vested immediately prior to the merger and were converted into the $43.00 per share cash consideration.
• Unexercised employee stock options were cancelled and converted into a cash payment equal to the product of the number of shares subject to the option multiplied by the excess, if any, of the $43.00 Merger Consideration over the option's applicable per share exercise price.
• Options with exercise prices of $39.58, $41.81, $28.98, and $31.89 resulted in cash payments, while options with exercise prices of $55.24 and $53.86 were cancelled without payment.

Sentiment

Score: 6

Explanation: The filing reports the mandatory disposition of securities by a director due to a merger, resulting in cash payments for shares and in-the-money options. This provides liquidity to the reporting person but eliminates their direct equity interest in the company, with some options cancelled without payment.

Positives

• The reporting person received cash for all common stock, vested RSUs, and in-the-money stock options, providing liquidity.
• The merger provided a clear exit strategy and liquidity for shareholders at a fixed price of $43.00 per share.

Negatives

• The reporting person no longer holds any beneficial ownership in Surmodics Inc., losing potential future upside if the company were to continue as a public entity.
• Some employee stock options held by the reporting person, specifically those with exercise prices of $55.24 and $53.86, were cancelled without payment as their exercise price exceeded the $43.00 per share merger consideration.

Future Outlook

No specific future outlook or guidance is provided in this Form 4, as it reports a past transaction. The company is now a private entity.

Industry Context

This filing reflects the final stages of a corporate acquisition, a common event in the healthcare and medical device industry, where larger entities often acquire specialized technology companies. This particular transaction signifies Surmodics' transition from a publicly traded company to a private subsidiary.

Comparison to Industry Standards

• The merger consideration of $43.00 per share provides a specific valuation for Surmodics Inc. at the time of the merger. Without specific details on the company's financials leading up to the merger or comparable transactions, a detailed assessment against global benchmarks is not possible from this filing alone.
• Such transactions are typically evaluated based on multiples of revenue, EBITDA, or earnings, and often include a premium over the pre-announcement share price, but this filing does not provide the necessary data for such a comparison.

Stakeholder Impact

• Shareholders: All public shareholders received $43.00 per share in cash, providing liquidity and a defined return on their investment.
• Employees: Employees holding stock options or RSUs had them converted to cash or cancelled according to the merger terms. The company's change to a private entity could impact future employee compensation structures and overall corporate culture.

Key Dates

Keywords

Surmodics Inc, SRDX, Form 4, Insider Transaction, Beneficial Ownership, Merger, Acquisition, Stock Options, Restricted Stock Units, Director, David Dantzker