Form 8-K · Current Report · Filed 2026-01-26

Hologic Announces Merger Agreement and Faces Related Litigation

Hologic, Inc. has entered into a merger agreement with Hopper Parent Inc., under which Hopper Merger Sub Inc. will merge with and into Hologic, with Hologic surviving as a wholly owned subsidiary of Hopper Parent. The transaction is subject to various conditions and stockholder approval. In connection with the merger, several purported stockholders have filed class action lawsuits and individual actions against Hologic and its board of directors, alleging omissions in the proxy statement regarding the merger. Hologic believes the allegations are without merit but is supplementing the proxy statement to mitigate the risk of litigation delaying the merger. Additionally, Hologic has initiated a voluntary recall of its Brevera Breast Biopsy System Disposable 9 Gauge Needles due to safety concerns, which may impact financial results. The Company has also settled a product liability lawsuit related to its BioZorb 3D Bioabsorbable Marker, with the settlement amount covered by insurance.