Form 4: Surmodics SVP Olson Reports Merger-Related Stock Changes

Surmodics SVP Charles W. Olson reported the conversion of his common stock and stock options into cash following the company's merger into a wholly-owned subsidiary of BCE Parent, LLC.

Summary

• Charles W. Olson, SVP, Medical Device Coatings at Surmodics Inc. (SRDX), reported changes in beneficial ownership due to a merger.
• The merger, effective November 19, 2025, involved BCE Merger Sub, Inc. merging with and into Surmodics, Inc., with Surmodics surviving as a wholly-owned subsidiary of BCE Parent, LLC.
• Each share of Surmodics common stock outstanding immediately prior to the merger was automatically cancelled and converted into the right to receive $43.00 per share in cash.
• Olson's directly owned 51,478 shares and indirectly owned 800 shares (via IRA) of common stock were converted to cash.
• All outstanding restricted stock units (RSUs) held by Olson vested immediately prior to the merger and were converted into the $43.00 per share cash consideration.
• All unexercised employee stock options held by Olson were cancelled and converted into a cash payment equal to the product of the number of shares subject to the option and the excess of the $43.00 merger consideration over the option's applicable per share exercise price, if any.
• Olson no longer beneficially owns any shares of Surmodics common stock, directly or indirectly, following the merger.

Sentiment

Score: 6

Explanation: The filing reports the completion of a merger where the reporting person's equity holdings were converted to cash, representing a definitive liquidity event. While some options were out-of-the-money, the overall outcome for the reporting person is a realized cash value for their equity.

Positives

• The reporting person received a cash payout for all equity holdings (common stock, RSUs, and in-the-money stock options) at $43.00 per share.
• The transaction provides definitive liquidity for the reporting person's equity holdings in Surmodics Inc.

Negatives

• The reporting person no longer holds an equity stake in Surmodics Inc., eliminating future upside potential from the company's performance.
• Employee stock options with exercise prices of $56.63 (10,653 options) and $43.93 (18,337 options) were out-of-the-money relative to the $43.00 merger consideration and were cancelled without any cash payment.

Future Outlook

NA

Industry Context

NA

Stakeholder Impact

• Shareholders of Surmodics Inc. received $43.00 per share in cash for their common stock holdings.
• Employees, including the reporting person, had their equity holdings (common stock, RSUs, and in-the-money stock options) converted to cash, ceasing to hold an equity stake in the company.

Key Dates

Keywords

Surmodics, SRDX, Merger, Form 4, Insider Transaction, Stock Options, Common Stock, Executive Compensation, Beneficial Ownership