holx-20250927

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

__________________________________________________________

FORM 10-K/A

Amendment No. 1

(Mark One)


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 27, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-36214

__________________________________________________________

HOLOGIC, INC.

(Exact name of registrant as specified in its charter)


Delaware						04-2902449
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)

250 Campus Drive, Marlborough, Massachusetts 01752

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code (508) 263-2900

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol(s)	Name of Each Exchange on which Registered
Common Stock, $0.01 par value	HOLX	The Nasdaq Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

__________________________________________________________

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one).

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. §7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act.) Yes ☐ No ☒

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant as of March 29, 2025 was $13,566,017,923 based on the price of the last reported sale on NASDAQ Global Select Market on that date.

As of January 16, 2026, 223,244,905 shares of the registrant’s Common Stock, $0.01 par value, were outstanding.

__________________________________________________________

DOCUMENTS INCORPORATED BY REFERENCE

None.

HOLOGIC, INC.

ANNUAL REPORT ON FORM 10-K/A

For the Fiscal Year Ended September 27, 2025

TABLE OF CONTENTS


		Page

Item 1.	Explanatory Note	4

	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	5

Item 11.	Executive Compensation	10

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	44

Item 13.	Certain Relationships and Related Transactions, and Director Independence	46

Item 14.	Principal Accounting Fees and Services	47

	PART IV

Item 15.	Exhibits and Financial Statement Schedules	48

Explanatory Note

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends our Annual Report on Form 10-K for the fiscal year ended September 27, 2025, originally filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2025 (the “Original Form 10-K”). We are filing this Amendment pursuant to General Instruction G(3) of Form 10-K to include the information required by Part III of the Form 10-K that we did not include in the Original Form 10-K, as we do not intend to file a definitive proxy statement for an annual meeting of stockholders within 120 days of the end of our fiscal year ended September 27, 2025. In addition, in connection with the filing of this Amendment and pursuant to the rules of the SEC, we are including with this Amendment new certifications of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Item 15 of Part IV has also been amended to reflect the filing of these new certifications. Except as described above, no other changes have been made to the Original Form 10-K. The Original Form 10-K continues to speak only as of the date of the Original Form 10-K, and we have not updated the disclosures contained therein to reflect any events which occurred subsequent to the filing of the Original Form 10-K. This Amendment should be read in conjunction with the Original Form 10-K and our other filings with the SEC.

In this Annual Report, the terms the “Company,” “Hologic,” “we,” “us,” and “our” refer to Hologic, Inc. and its subsidiaries, unless the context indicates otherwise.

Part III

Item 10. Directors, Executive Officers and Corporate Governance

Board of Directors

The name and age of each member of our board of directors (“Board”), their positions held with the Company (if any) and other biographical information as of January 16, 2026 is set forth below.

Stephen P. MacMillan, age 62, was appointed as President, Chief Executive Officer and a director in December 2013 and was elected Chairman of the Board in June 2015. From October 2012 to December 2013, Mr. MacMillan was the Chief Executive Officer of sBioMed, LLC, a biomedical research company. From 2003 to 2012, he served in various roles at Stryker Corporation, including Chief Operating Officer from 2003 to 2005, Chief Executive Officer from 2005 to 2012 and Chairman from 2010 to 2012. Prior to 2003, Mr. MacMillan was a senior executive with Pharmacia Corporation, where he oversaw five global businesses. Prior to joining Pharmacia, Mr. MacMillan spent 11 years with Johnson & Johnson in a variety of senior roles in both the U.S. and Europe, including as President of its consumer pharmaceuticals joint venture with Merck. Mr. MacMillan began his career with Procter & Gamble in 1985. Mr. MacMillan previously served on the board of directors of Illumina, Inc., Boston Scientific Corporation, Stryker Corporation and Texas Instruments Incorporated. Mr. MacMillan holds a Bachelor of Arts degree in economics from Davidson College, where he previously served on the Board of Trustees, and is a graduate of Harvard Business School’s Advanced Management Program. He is a unique leader who has led the Company through a period of dramatic transformation and revitalization.

Charles J. Dockendorff, age 71, joined our Board in May 2017. Mr. Dockendorff was formerly Executive Vice President and Chief Financial Officer of Covidien plc, a global medical device and supplies company. He was CFO at Covidien and its predecessor, Tyco Healthcare, from 1995 to 2015. Mr. Dockendorff joined the Kendall Healthcare Products Company, the foundation of the Tyco Healthcare business, in 1989 as Controller and was named Vice President and Controller in 1994. He was appointed Chief Financial Officer of Tyco Healthcare in 1995. Prior to joining Kendall/Tyco Healthcare, Mr. Dockendorff was the Chief Financial Officer, Vice President of Finance and Treasurer of Epsco Inc. and Infrared Industries, Inc. In addition, Mr. Dockendorff worked as an accountant for Arthur Young & Company (now Ernst & Young) and the General Motors Corporation. Mr. Dockendorff is a director of Haemonetics Corporation and Keysight Technologies, Inc. and previously served as a director at Boston Scientific Corporation. Mr. Dockendorff holds a bachelor’s degree in accounting from the University of Massachusetts at Amherst and a Master of Science in finance from Bentley College. With his extensive experience with financial accounting matters for complex global healthcare organizations as well as substantial experience overseeing the financial reporting processes of large public companies, Mr. Dockendorff brings a depth of experience, operations and strategy to our Board.

Ludwig N. Hantson, age 63, joined our Board in November 2018. Since March 2017, Dr. Hantson was the Chief Executive Officer and a member of the Board of Directors of Alexion Pharmaceuticals, Inc., a global biopharmaceutical company, until its acquisition by AstraZeneca in July 2021. Prior to joining Alexion, he was President and Chief Executive Officer of Baxalta Incorporated, a biopharmaceutical company. In July 2015, Dr. Hantson led Baxalta’s successful spin-off as a public company from Baxter International Inc., where he was President of Baxter BioScience. He joined Baxter in May 2010 and established the BioScience division as an innovative specialty and rare disease company. Prior to Baxter, from 2001 to 2010, Dr. Hantson held several leadership roles at Novartis AG, including CEO of Pharma North America, CEO of Europe, and President of Pharma Canada. Prior to Novartis, he spent 13 years with Johnson & Johnson in roles of increasing responsibility in marketing and R&D. Dr. Hantson previously served on the board of Alexion Pharmaceuticals, Inc. and Baxalta Incorporated. He received his Ph.D. in motor rehabilitation and physical therapy, master’s degree in physical education, and a certification in high secondary education, all from the University of Louvain in Belgium. With over 30 years of experience in the biopharmaceutical industry, Dr. Hantson brings a global perspective and an understanding of operational matters to our Board.

Martin Madaus, age 66, joined our Board in December 2024. Dr. Madaus currently serves as an Operating Executive to the Carlyle Group, a multinational private equity, alternative asset management and financial services corporation, since February 2019. From September 2020 to April 2021, he served as the Chief Operations Officer of Sherlock Biosciences, Inc., a molecular diagnostics company. From June 2014 to February 2019, Dr. Madaus served as Chairman and Chief Executive Officer at OrthoClinical Diagnostics, Inc., a diagnostics company that makes products and diagnostic equipment for blood testing. Previously, Dr. Madaus was the Chairman, President and Chief Executive Officer of Millipore Corporation, a life sciences company serving the bioscience research and biopharmaceutical manufacturing industry, from 2005 to 2010, when Millipore was acquired by Merck KGaA. Dr. Madaus currently serves as a member of the board of directors of Azenta, Inc., and Repligen Corp. and previously served as a director at Quanterix Corp. and Standard Bio Tools, Inc. Dr. Madaus received a Doctor of Veterinary Medicine from the University of Munich

in Germany and a Ph.D. in Veterinary Medicine from the Veterinary School of Hanover in Germany. Dr. Madaus brings to our Board a deep industry, technical, business and international experience, along with a strong leadership background.

Wayde McMillan, age 56, joined our Board in April 2025. Mr. McMillan is currently the Chief Financial Officer of Solventum Corporation, a carve-out health care company of 3M Company, since 2024 after serving as the Chief Financial Officer of 3M Company’s Health Care Business Group since November 2023. Previously, Mr. McMillan served as Executive Vice President, Chief Financial Officer and Treasurer of Insulet, a medical device company, from March 2019 to November 2023. From January 2015 to February 2019, he was Chief Financial Officer and Vice President of Finance of the Minimally Invasive Therapies Group at Medtronic plc., a medical device company. From November 2006 to January 2015, prior to Medtronic’s acquisition of Covidien plc, Mr. McMillan held a variety of leadership positions at Covidien. Mr. McMillan started his career in accounting, audit, financial analysis and investor relations positions at various institutions. Mr. McMillan holds a B.S. in Business Administration with a concentration in Accounting from Merrimack College and an MBA in Finance from Bentley University. Mr. McMillan brings extensive financial expertise and deep understanding of the med-tech industry to our Board.

Nanaz Mohtashami, age 48, has been a member of our Board since September 2023. Since June 2018, Ms. Mohtashami has been a Managing Director at Russell Reynolds Associates, a leading executive search and leadership advisory firm, where she is the Country Manager for the UK and co-leads their global Med Tech, Devices & Diagnostics Practice. Ms. Mohtashami joined Russell Reynolds in November 2013 and held various roles of increasing responsibility before becoming a Managing Director. Prior to joining Russell Reynolds, Ms. Mohtashami spent 13 years as a strategy consultant with Monitor Group, advising leading clients both in the UK and around the globe. Ms. Mohtashami holds a BA and M.Eng. from Cambridge University and an MBA from INSEAD. Ms. Mohtashami brings to our Board a background in global strategy and deep experience in the broader healthcare sector, along with a strong team orientation.

Christiana Stamoulis, age 55, has been a director since November 2011. In September 2025, Ms. Stamoulis assumed the role of President and Chief Financial Officer of Keenova Therapeutics plc (formerly Mallinckrodt plc), a global specialty pharmaceutical company. From February 2019 to September 2025, Ms. Stamoulis was the Executive Vice President and Chief Financial Officer of Incyte Corporation, a biopharmaceutical company. From January 2015 to January 2019, Ms. Stamoulis served as Chief Financial Officer at Unum Therapeutics, a biotechnology company, adding the role of President in February 2018. Prior to Unum, she was an independent advisor to biopharmaceutical companies from January 2014 to December 2014. Prior to that, from 2009 to 2013, Ms. Stamoulis served as Senior Vice President of Corporate Strategy and Business Development at Vertex Pharmaceuticals Incorporated. Prior to joining Vertex, she was a Managing Director in the Investment Banking division of Citigroup from 2006 to 2009 where she led the building of the firm’s U.S. Life Sciences investment banking practice. Prior to her role at Citigroup, she was at Goldman, Sachs & Co. where she spent the majority of her investment banking career. Ms. Stamoulis started her career as a strategy consultant at The Boston Consulting Group. Ms. Stamoulis holds a Bachelor of Science degree in Economics and a Bachelor of Science degree in Architecture from the Massachusetts Institute of Technology (MIT). Additionally, she holds a Master of Business Administration from the MIT Sloan School of Management where she focused on Applied Economics and Finance. Ms. Stamoulis’ strength in strategy and corporate finance, coupled with her extensive experience in executing initiatives for growth in the medical products field and related industries, enable her to provide valuable insights to our Board.

Stacey D. Stewart, age 61, joined our Board in January 2023. Since January 2023, Ms. Stewart is the Chief Executive Officer of Mothers Against Drunk Driving (MADD), the nation’s largest nonprofit working to end drunk driving. She previously served as President & CEO of March of Dimes, a leading nonprofit organization, since November 2016. From June 2009 to November 2016, Ms. Stewart served in a variety of executive positions, including U. S. President of United States operations and executive vice president for Community Impact Leadership and Learning, at United Way Worldwide, the world's largest charitable organization. From February 2007 to April 2009, Ms. Stewart was a senior vice president of Fannie Mae, a government-sponsored enterprise that supports liquidity and stability in the secondary mortgage market. Ms. Stewart serves as a director of PennyMac Mortgage Investment Trust. Ms. Stewart holds an AB from Georgetown University and an MBA from the University of Michigan. Ms. Stewart brings to our Board deep expertise as an executive leading large purpose-driven organizations, a background in finance and valuable knowledge and perspective on healthcare, policy and health equity.

Amy M. Wendell, age 65, was appointed to our Board in December 2016 and as Lead Independent Director in March 2024. From January 2016 until April 2019, Ms. Wendell served as a Senior Advisor for Perella Weinberg Partner’s Healthcare Investment Banking Practice, a global financial services firm. From 2015 until September 2018, Ms. Wendell served as a Senior Advisor for McKinsey’s Strategy and Corporate Finance Practice and also served as a member of McKinsey’s Transactions Advisory Board to help define trends in mergers and acquisitions, as well as help shape McKinsey’s knowledge agenda. McKinsey is a management consultant company. From 1986 until January 2015, Ms. Wendell held various roles of increasing responsibility at Covidien plc (including its predecessors, Tyco Healthcare and Kendall Healthcare Products), including engineering, product management and

business development. From December 2006 until Covidien’s acquisition by Medtronic plc in January 2015, she served as Senior Vice President of Strategy and Business Development, where she led the company’s strategy and portfolio management initiatives and managed all business development, including acquisitions, equity investments, divestitures and licensing/distribution. Ms. Wendell also serves on the board of directors of AxoGen, Inc., Baxter International, Inc. and Solventum Corp. She previously served on the board of Ekso Bionics. Ms. Wendell holds a Bachelor of Science in mechanical engineering from Lawrence Technological University and a Master of Science degree in biomedical engineering from the University of Illinois. Ms. Wendell brings to our Board deep expertise in all areas of mergers and acquisitions, portfolio management, resource allocation and identification of new market opportunities, with a focus on the medical devices industry.

Audit Committee

Our Board has a separately-designated standing Audit and Finance Committee comprised of Charles J. Dockendorff, Wayde McMillan, Christiana Stamoulis and Stacey D. Stewart, with Mr. Dockendorff serving as chair of the committee. Our Board has affirmatively determined that Messrs. Dockendorff and McMillan and Mmes. Stamoulis and Stewart meet the definition of “independent director” for purposes of serving on an Audit Committee under Rule 10A-3 of the Exchange Act and the applicable Nasdaq listing standards. In addition, our Board has determined that Messrs. Dockendorff and McMillan and Ms. Stamoulis each qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K.

Executive Officers

Below is a list of the names, ages, positions and a brief account of the business experience of the individuals who serve as executive officers of the Company as of January 16, 2026:


Name	Age	Title
Stephen P. MacMillan	62	Chairman, President and Chief Executive Officer
Karleen M. Oberton	56	Chief Financial Officer
Essex D. Mitchell	46	Chief Operating Officer
Diana De Walt	71	Senior Vice President, Global Human Resources
Mark Horvath	63	President, Breast and Skeletal Health Solutions
Anne M. Liddy	50	General Counsel
Jennifer M. Schneiders	58	President, Diagnostic Solutions
Brandon Schnittker	42	President, GYN Surgical Solutions
Jan Verstreken	58	Group President, International

Stephen P. MacMillan is our Chairman, President and Chief Executive Officer and a member of our Board. His biography can be found above under “Board of Directors.”

Karleen M. Oberton became our Chief Financial Officer in August 2018. She joined Hologic in 2006 as corporate controller and was promoted to Chief Accounting Officer in 2015. Before joining Hologic, Ms. Oberton served as senior corporate controller of Immunogen from 2004 to 2006. Prior to that, she was an Audit Senior Manager in Ernst & Young’s Life Science practice and in Arthur Andersen’s High Technology practice. Ms. Oberton currently serves on the board of directors of Ametek, Inc. Ms. Oberton was an active Certified Public Accountant for more than 18 years and holds a Bachelor of Science in Business Administration from Merrimack College. She is a member of Merrimack College’s Leadership Council.

Essex D. Mitchell was promoted to Chief Operating Officer effective January 1, 2024. Prior to that he served as Division President, GYN Surgical Solutions since August 2020, after joining the Company in September 2017 as Vice President of Sales and Commercial Excellence for the GYN Surgical division. Mr. Mitchell has nearly 20 years of medical device and pharmaceutical experience. From 2006 to 2017, he worked for Stryker Corporation, where he held various commercial roles of increasing responsibility, leading sales and marketing in multiple divisions during his tenure. Prior to his career in healthcare, Mr. Mitchell played professional football in both the National and Canadian Football Leagues. He received his BS in Business Administration from the Fisher College of Business at The Ohio State University.

Diana De Walt was appointed as Senior Vice President, Global Human Resources in August 2024. Prior to joining Hologic, Ms. De Walt consulted for several diagnostics and biotechnology companies, providing executive coaching and developing emerging human resources leaders. From 2015 to 2017, she worked at Natera, Inc. as Chief People Officer. Prior to that, she held the position of

Senior Vice President, Human Resources at Gen-Probe Incorporated from 2005 until its acquisition by Hologic in 2012. Before joining Gen-Probe, Ms. De Walt established The HR Company, where she and her team of HR consultants provided human resources leadership and support to more than 85 companies over 11 years. From 1988 to 1993, she served as Vice President, Human Resources for Mitek Systems, Inc. She has served as a human resources leader for a wide variety of private and publicly held companies during her more than 35-year career. Ms. De Walt received her undergraduate degree from St. Cloud State University and holds a Senior Professional in Resource Management certification.

Mark Horvath was promoted to President, Breast and Skeletal Health Solutions in January 2025. He joined Hologic in September 2020 as Vice President, Service Operations for the Breast and Skeletal Health division, before being promoted to Corporate Vice President of Global Services in 2022. Prior to joining Hologic, Mr. Horvath was at Stryker for over 20 years where he held positions of increasing responsibility, including as Vice President, Global Customer Care. He holds a bachelor’s degree in economics from McMaster University and completed leadership coursework at the Harvard Business School.

Anne M. Liddy was promoted to General Counsel in May 2025. She joined Hologic in 2007 through its merger with Cytyc Corporation, where she had served as a commercial attorney since 2006. Since then, she has held positions of increasing responsibility, most recently serving as Vice President, Assistant General Counsel, with a broad portfolio covering commercial, intellectual property, compliance, employment and litigation matters. Prior to joining Hologic, Ms. Liddy served as Corporate Counsel at Pfizer, Inc., where she provided commercial and regulatory support to the consumer health business. She began her legal career at Ropes & Gray, LLP, where she was an associate in the healthcare department. She earned a Bachelor of Arts degree from Holy Cross College, a Juris Doctor degree from Cornell University Law School, and a Health Law Certification from Loyola University Chicago School of Law.

Jennifer M. Schneiders, Ph.D., was promoted to President, Diagnostic Solutions in April 2023. Prior to that, she served as Vice President, U.S. Sales and Commercial Excellence for the Company’s Diagnostics division from November 2022 to April 2023. Dr. Schneiders joined Hologic in March 2008 upon the Company’s acquisition of Third Wave Technologies and has held various roles of increasing responsibility, including Vice President, Diagnostic Laboratory Solutions from September 2020 to November 2022 and Senior Director of Clinical Solutions prior to that. Dr. Schneiders began her career with Third Wave in 1998, holding various roles until its acquisition by Hologic in 2008. Dr. Schneiders holds a bachelor’s degree in biochemistry from Trinity College and a Ph.D. in biochemistry from Boston College.

Brandon Schnittker was promoted to President, GYN Surgical Solutions in January 2024. Mr. Schnittker joined Hologic in May 2022, as Vice President, Surgical Sales. Prior to joining Hologic, Mr. Schnittker spent 16 years at Stryker where he held roles of increasing responsibility, including as Director of Marketing for Stryker ENT from 2016 to early 2022. He holds a Bachelor of Science degree from The Ohio State University and an MBA from the University of North Carolina’s Kenan-Flagler Business School.

Jan Verstreken has been Group President, International since October 2020; prior to that, he served as Regional President, Europe Middle East, Africa (EMEA), Canada and Latam. He joined Hologic in January 2017 with more than 25 years of experience, primarily at Teleflex. He served as President of Asia Pacific (APAC) for Teleflex from 2013 to 2016, and from 2009 to 2013 was Regional Vice President and General Manager, EMEA. In 1992, he co-founded Access Medical SA, a provider of specialized laparoscopic surgical devices that was later acquired by Teleflex. He holds a Bachelor of Marketing degree from the Hoger Handels Instituut in Turnhout, Belgium, and has completed leadership coursework at the Thunderbird School of Global Management and the Levinson Institute at Harvard.

Code of Ethics

Pursuant to Section 406 of the Sarbanes-Oxley Act of 2002, we have adopted a Code of Ethics for Senior Financial Officers that applies to our principal executive officer, principal financial officer, principal accounting officer and controller, and other persons performing similar functions. The Company’s Code of Conduct applies to all directors, officers and employees. The Company requires all of its directors, officers and employees to adhere to the Code of Conduct in addressing legal and ethical issues that they encounter in the course of doing their work. The Code of Conduct requires our directors, officers, and employees to, among other things, avoid conflicts of interest, comply with all laws and regulations, conduct business in an honest and ethical manner and otherwise act with integrity and in the Company’s best interest. All newly hired employees are required to certify that they have reviewed, understand and agree to comply with the Code of Conduct. Our Code of Ethics for Senior Financial Officers is publicly available on our website at investors.hologic.com as Appendix A to our Code of Conduct. We intend to satisfy the disclosure requirement under Item 5.05 of Current Report on Form 8-K regarding an amendment to, or waiver from, a provision of the Code of Ethics for Senior Financial Officers by posting such information on our website, at the address specified above. Additionally, we intend to disclose future amendments to certain provisions of the Code of Conduct, and waivers of the Code of Conduct granted to executive officers and directors, on our website, at the address specified above.

Insider Trading Policy

We have adopted insider trading policies and procedures governing the purchase, sale and other transactions in Company securities by the Company’s directors, officers, and employees, and other covered persons, as well as the Company itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable exchange listing standards.

Item 11. Executive Compensation

Compensation Discussion and Analysis

In this Compensation Discussion and Analysis section (“CD&A”), we describe the executive compensation program for our CEO, CFO, our three other most highly compensated executive officers serving as of September 27, 2025, and one additional former executive officer who would be one of our three most highly compensated executive officers but for his transition (collectively, our “named executive officers”, or “NEOs”). We also explain how the Compensation Committee determined the pay of our NEOs and its rationale for specific decisions related to fiscal 2025 compensation. As a reminder, our fiscal year ends on the last Saturday in September. Fiscal 2025 began on September 29, 2024 and ended on September 27, 2025.

Our Named Executive Officers for Fiscal 2025


Name			Title
Stephen P. MacMillan			Chairman, President and Chief Executive Officer (“CEO”)
Karleen M. Oberton			Chief Financial Officer (“CFO”)
Essex D. Mitchell			Chief Operating Officer (“COO”)
Jennifer M. Schneiders			President, Diagnostic Solutions
Jan Verstreken			Group President, International
John M. Griffin(1)			Former General Counsel

(1) Mr. Griffin ceased to be an executive officer upon his transition from General Counsel to Special Advisor to the Chairman, President and Chief Executive Officer of the Company, effective May 1, 2025.

Fiscal 2025 Executive Compensation Highlights

In establishing the executive compensation program for fiscal 2025, the Compensation Committee continued to focus on pay for performance and competitive pay, with an emphasis on total direct compensation.

Emphasis on Performance-based Total Direct Compensation

The components of Total Direct Compensation (“TDC”) are Base Salary, Short-Term Incentives, Long-Term Incentives and Deferred Compensation Awards.

•Short-Term Incentives take the form of annual cash bonuses under our Short-Term Incentive Plan (“STIP”), which are paid only if the Company achieves adjusted revenue and adjusted earnings per share (“EPS”) performance above a pre-determined threshold.

•Long-Term Incentives take the form of equity awards which are granted under our Long-Term Equity Incentive Plan (“LTIP”) based on performance and, in the case of performance stock units (“PSUs”), vest only if the Company achieves adjusted free cash flow (“FCF”), adjusted return on invested capital (“ROIC”), and/or relative total shareholder return (“TSR”) above pre-determined thresholds.

•Deferred Compensation takes the form of a cash award under our Deferred Compensation Plan (“DCP”) which vests over three years and is awarded based on Company performance under the STIP as well as individual performance.

Performance Measures Link to Strategy

In setting performance measures for the incentive compensation plans, the Compensation Committee first considers the Company’s strategy, contemplating the Company’s long- and short-term goals and how those goals are measured. As the Company has been focused on growth as well as efficient use of capital and creating value for stockholders, the Compensation Committee determined that using the measures of adjusted revenue, adjusted EPS and adjusted ROIC were appropriate for the incentive compensation plans. These are all non-GAAP measures that are used by management to facilitate its operational decision-making and provide key insights into the Company and management’s achievements. Additionally, the use of adjusted ROIC continues to be supported in discussions with stockholders. The Compensation Committee added the measure of relative TSR in fiscal 2017 to provide an external performance measure and link executive compensation directly to the creation of stockholder value. In fiscal 2020, the Compensation Committee

added the measure of adjusted free cash flow (“FCF”). Adjusted FCF is an important metric for the Company as it seeks to continue to deploy capital efficiently with continued business development activity and share repurchases.

Adjusted revenue for the fiscal 2025 STIP is defined as the Company’s consolidated revenue determined in accordance with GAAP, calculated on a constant currency basis using the foreign currency exchange rate applied in setting the Company’s annual budget established in the fourth quarter of fiscal 2024. For fiscal 2025, adjusted revenue excludes incremental revenue associated with the Company’s acquisition of Gynesonics.

Adjusted EPS is defined as the Company’s consolidated net income per share (on a fully-diluted basis) determined in accordance with GAAP, adjusted to exclude: (i) the amortization of intangible assets; (ii) the impairment of goodwill and intangible assets and equipment; (iii) adjustments to record contingent consideration at fair value; (iv) charges to write-off inventory and record accelerated depreciation related to closure of the Manchester, UK manufacturing facility; (v) the fair value write-up of acquired inventory sold during the period; (vi) restructuring charges, facility closure and consolidation charges (including accelerated depreciation), and costs incurred to integrate acquisitions (including retention, transaction bonuses, legal and professional consulting services); (vii) transaction related expenses for acquisitions; (viii) stock-compensation charges from an acquired entity recorded in connection with the acquisition of Gynesonics; (ix) debt extinguishment losses and related transaction financing costs; (x) unrealized (gains) losses on the mark-to-market of foreign currency contracts to hedge operating results for which the Company has not elected hedge accounting; (xi) litigation settlement charges (benefits) and non-income tax related charges (benefits); (xii) the impacts related to internal restructurings and non-operational items; (xiii) other one-time, non-recurring, unusual or infrequent charges, expenses or gains that may not be indicative of the Company’s core business results; and (xiv) income taxes related to such adjustments. This calculation further excludes the results of Gynesonics post-acquisition in order to level set the results for purposes of the 2025 STIP calculation.

Adjusted ROIC is defined as the Company’s non-GAAP operating income for a trailing 12 months tax effected by its non-GAAP effective tax rate divided by the sum of its average net debt and stockholders’ equity, which is adjusted to exclude the after-tax effects of goodwill and intangible assets and equipment impairment charges. Non-GAAP operating income is calculated in a manner similar to the calculation of adjusted net income, as used for the calculation of adjusted EPS (described above), except the impact to operating results from acquisitions and dispositions are not excluded, and non-operating income and expenses, such as interest expense, etc. are excluded. Average stockholders’ equity is the average of the beginning of the period and the end of the period stockholders’ equity; provided, however, that average stockholders’ equity is adjusted to exclude any charges for impairment of goodwill and intangible assets that occur after September 28, 2013. Average net debt is the average of the beginning of the period and the end of the period net debt which is the total book value of all debt outstanding less cash and cash equivalents.

Adjusted FCF for the fiscal 2025 PSUs is defined as the Company’s net cash provided by operating activities determined in accordance with GAAP less purchases of property and equipment, adjusted to exclude net payments for the following items: (i) restructuring, and facility closure and consolidation expenses and costs incurred to integrate acquisitions from existing operations; (ii) acquisition transaction expenses; (iii) litigation settlements (receipts); (iv) certain income and non-income tax related charges and refunds; and (v) the results of the Gynesonics post-acquisition in order to level set the results for purposes of the 2025 FCF calculation.

Because non-GAAP financial measures exclude the effect of items that increase or decrease the Company’s reported results of operations, management strongly encourages investors to review the Company’s consolidated financial statements and publicly filed reports in their entirety. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. The Company’s definition of these non-GAAP measures may differ from similarly titled measures used by others.

Balanced Approach to Long-Term Incentives

The Compensation Committee takes a balanced approach to long-term incentives, and for fiscal 2025 annual grants:

•Determined that long-term incentive awards for executive officers would continue to be allocated 50% to PSUs, 25% to RSUs and 25% to stock options, as in fiscal 2024.

•Utilized adjusted FCF as well as relative TSR and adjusted ROIC as performance measures for PSUs awarded as long-term incentive compensation to provide a balanced approach with two absolute metrics (adjusted FCF and adjusted ROIC) and a relative metric (TSR).

•Maintained the same mix of PSU grant allocation percentages among the performance measures as in fiscal 2024, with PSUs subject to adjusted FCF performance representing 50% and PSUs subject to adjusted ROIC and relative TSR performance representing 25% each.

•Approved grants of stock options, RSUs, PSUs and Deferred Compensation Program (DCP) contributions in alignment with our compensation philosophy and program.

“Say-on-Pay” and Stockholder Feedback

Our Compensation Committee continually evaluates the design and direction of our compensation structure and each year we take into account the result of the “say-on-pay” vote cast by our stockholders. In recent years, following stockholder feedback, our say-on-pay vote results and issues raised by proxy advisory firms, we have taken a number of actions which we believe demonstrate our Board’s responsiveness and commitment to incorporating stockholder feedback as we review our governance and compensation structure. As a result of these actions and outreach, we have seen our say-on-pay vote approval increase from 69% in 2021 to 84% in 2025. While say-on-pay is a key indicator of stockholder feedback, we also are committed to maintaining an open dialogue with our institutional investors and stockholders throughout the year. In the proxy “offseason,” we typically discuss business topics, seek feedback on our performance and address other matters of importance to our stockholders. Based on the support received from the 2025 say-on-pay vote, we believe our stockholders continue to endorse our annual compensation program as it has evolved. As such, we did not make any changes to our fiscal 2025 compensation program in specific response to the 2025 say-on-pay vote. Our Compensation Committee regularly evaluates our executive compensation structure and assesses its effectiveness to ensure the design is incenting performance that is in the best interests of the Company as well as our stockholders.

Executive Compensation Best Practices

We have in place a number of industry-leading practices.

What We Do:

•Golden parachute policy

•Compensation recoupment (clawback) policy

•Meaningful stock ownership guidelines for our CEO, non-employee directors and executive officers

•Robust annual review of compensation program elements, each NEO’s role and responsibilities, performance metrics, practices of companies in our peer group and survey data

•Independent compensation consultant

•Compensation Committee of all independent, non-employee directors

•Annual risk assessments

What We Don’t Do:

•No hedging/pledging of Hologic stock

•No option repricing without stockholder approval

•No excessive perquisites for executives

•No excessive risk-taking in our compensation programs

Impact of the Merger on Outstanding Equity Awards; New Cash Retention Awards

In connection with the merger (the “Merger”) contemplated by the Agreement and Plan of Merger by and among Hopper Parent Inc., Hopper Merger Sub Inc. and the Company, dated as of October 21, 2025 (the “Merger Agreement”), RSUs and PSUs granted to employees, including our NEOs, prior to the execution of the Merger Agreement will accelerate and receive the merger consideration upon the closing of the Merger (with PSUs deemed to have achieved the higher of the target level or the actual level of the performance goals). RSUs granted after the execution of the Merger Agreement will be converted into restricted cash awards representing the right to receive cash payments equivalent in value to the merger consideration that remain subject to the same vesting schedule as the corresponding RSUs. All outstanding unvested options will fully vest and those with an exercise price below $76.00 per share will be cancelled in exchange for a cash payment and a contingent value right (“CVR”). Options with an exercise price at or equal to $76.00 per share (but less than $79.00 per share) will solely receive one CVR per share (net of the excess of the applicable exercise price per share of the option over $76.00). Options with an exercise price at or above $79.00 per share will be canceled for no additional consideration.

In addition, in connection with the Company’s entry into the Merger Agreement, the Company granted cash retention awards to certain executive officers, including the following NEOs in the following amounts: Karleen M. Oberton: $1,000,000; Essex D. Mitchell: $500,000; Jennifer M. Schneiders: $500,000; and Jan Verstreken: $250,000. Each retention award was paid within 30 days

after grant, however, if on or before the date that is six months after the closing of the Merger, a NEO voluntarily resigns (on or after the closing, only if without “good reason”) or is terminated for “cause”, then fifty percent of any retention award previously paid will be subject to clawback.

COMPENSATION OF EXECUTIVE OFFICERS

Our Compensation Philosophy

The ability to compete effectively in the markets within which we operate depends to a large extent on our success in identifying, recruiting, developing and retaining management talent. We also need to remain focused on creating sustainable long-term growth and stockholder value. To this end, the design of our executive compensation program and the decisions made by the Compensation Committee are guided by the following principles:

•Pay for performance. We believe that our compensation programs should motivate high performance among our NEOs within an entrepreneurial, incentive-driven culture and that compensation levels should reflect the achievement of short- and long-term performance objectives.

•Competitive pay. We aim to establish overall target compensation (compensation received when achieving expected results) that is competitive with that being offered to individuals holding comparable positions at other public companies with which we compete for business and talent.

•Focus on total direct compensation. We seek to offer a total executive compensation package that best supports our leadership talent and business strategies. We use a mix of fixed and variable pay to support these objectives, as well as provide benefits and perquisites, where appropriate.

Principal Elements of Pay: Total Direct Compensation

Our compensation philosophy is supported by the following principal elements in our annual executive compensation program:


Element	Form	Purpose
Base Salary	Cash (fixed)	Provides a competitive level of pay that reflects the executive’s experience, role and responsibilities.
Short-Term Incentives	Cash (variable)	Rewards achievement of individual, business segment/function and/or overall corporate results for the most recently completed fiscal year.
Long-Term Incentives	Equity (variable)	Provides meaningful incentives for management to execute on longer-term financial and strategic growth goals that drive stockholder value creation and supports the Company’s retention strategy.
Deferred Compensation	Cash (variable)	Rewards achievement of corporate results and individual performance for the most recently completed fiscal year and also serves as a differentiating recruiting tool and retention mechanism.

Fiscal 2025 Total Direct Compensation Elements in Detail

Base Salary

Base salary represents annual fixed compensation and is a standard element of compensation necessary to attract and retain talent. It is the minimum payment for a satisfactory level of individual performance as long as the executive remains employed with us. Base salary is set at the Compensation Committee’s discretion after taking into account the competitive landscape including the compensation practices of the companies in our selected peer groups (and, where appropriate, survey data from a broader index of comparable public companies), our business strategy, our short- and long-term performance goals and certain individual factors, such as position, salary history, individual performance and contribution, length of service with the Company and placement within the general base salary range offered to our NEOs.

The base salaries for our NEOs for fiscal 2025 were as follows:


	Base Salaries of NEOs(1)
NEO	FY2025 Salary	FY2024 Salary	Percentage Increase
Stephen P. MacMillan	$1,259,986	$1,217,378	3.5%
Karleen M. Oberton	$735,000	$700,000	5.0%
Essex D. Mitchell	$750,000	$650,000	15.4%
Jennifer M. Schneiders	$480,000	$450,000	6.7%
Jan Verstreken	CHF 636,500	CHF 615,000	3.5%
John M. Griffin	$675,000	$650,000	3.8%

(1) Reflects base salaries set at the beginning of the fiscal year indicated.

Based on the Company’s financial performance in fiscal 2024, the Company increased base salaries of our NEOs by amounts ranging from 3.5% to 15.4%. Mr. MacMillan’s increase of 3.5% was consistent with the total 3.5% merit increase funding provided Company-wide and based on his leadership and contributions to strengthen the Company’s base businesses, expected future contributions and knowledge, and based on a comparative analysis of CEO compensation in our peer group and survey data. After considering individual performance, internal equity, competitive market data and retention, the NEOs received such base salary increases to align closer to market and peer group practices (with Mr. Mitchell’s increase in particular reflecting his strong performance).

The Compensation Committee believes that increases in executive salaries from time to time are essential to stay competitive in the market, retain top talent, and recognize the growing responsibilities and contributions of our leaders. If adjustments to base salary are warranted in the future, any such adjustments will be guided by the Compensation Committee’s belief that increases must align with market trends and organizational growth while incentivizing sustained performance and commitment.

SHORT-TERM INCENTIVE PLAN

How the STIP Works

The STIP provides our NEOs the opportunity to earn a performance-based cash bonus based on the achievement of a combination of financial and non-financial corporate, divisional and/or individual goals.

1.Establish Payout Opportunities. Targeted payout levels are expressed as a percentage of base salary and established for each participant. An individual’s bonus components are determined by such individual’s title and/or role. Bonus payouts could range from 0% to 200% of targeted payout levels (e.g., the maximum bonus payout for an individual with a targeted payout level of 50% of annual base salary would be 100% of annual base salary).

2.Determine Financial Objectives. The corporate financial goals under the 2025 STIP were focused on the achievement of adjusted revenue and adjusted EPS performance objectives.

3.Set Individual Performance Objectives. The 2025 STIP also provides for the assessment of performance based upon the achievement of individual performance objectives, which for some NEOs included divisional performance objectives, all of which were approved by the Compensation Committee.

4.Calculate Funding Levels. The overall funding level of the STIP is generally determined based upon the Company’s performance against the established targets. Funding of the STIP is contingent upon achieving the threshold level for at least one of the two corporate performance objectives. If neither corporate performance objective threshold is met, there is no payout under the STIP.

5.Approve Individual Awards. Individual bonus awards for NEOs were calculated based upon the targeted payout levels and achievement of corporate financial and individual performance objectives.

Individual Bonus Opportunity Ranges

Mr. MacMillan is eligible to earn a STIP bonus equal to 75% of his base salary at threshold achievement, 150% of his base salary at target achievement, and 300% of his base salary at maximum achievement. Mr. Mitchell is eligible to earn a STIP bonus equal to 50% of his base salary at threshold achievement, 100% of his base salary at target achievement, and 200% of his base salary at maximum achievement. Our other NEOs are eligible to earn a STIP bonus equal to 37.5% of their base salaries at threshold achievement, 75% of their base salaries at target achievement, and 150% of their base salaries at maximum achievement.

2025 Performance Objectives and Results

The Compensation Committee believed the financial performance components of the 2025 STIP were achievable, but appropriately challenging, based on market climate and internal budgeting and forecasting. The following table outlines the threshold, target and maximum financial performance objectives for the 2025 STIP, as well as the results achieved:

Performance Measure

Weighting

Threshold

Target

Maximum

Actual

Adjusted Revenue

60%

$4.062B

$4.172B

$4.314B

$4.063B

Adjusted EPS

40%

$4.08

$4.30

$4.52

$4.33

WHY ADJUSTED REVENUE AND ADJUSTED EPS?

Adjusted Revenue. The Compensation Committee believes that organic growth, that is, revenue growth excluding the impact of changes in foreign exchange rates and current-year acquisitions and other transactions, is an important measure of management’s achievements in operating the Company’s core businesses during the year. Accordingly, the Compensation Committee utilizes adjusted revenue as a performance measure in the STIP.

See the “Performance Measures Link to Strategy” section for a description of how adjusted revenue is calculated.

Adjusted EPS. This metric is used by management to evaluate our historical operating results and as a comparison to competitors’ operating results. The Compensation Committee agrees with this approach and uses this non-GAAP measure as a performance measure in the STIP.

This financial measure adjusts earnings per share for specified items that are of a non-cash nature or can be highly variable or difficult to predict that may not necessarily be indicative of operational performance, as well as certain effects of current year acquisitions. See the “Performance Measures Link to Strategy” section for a description of how such measure is calculated.

How We Establish Adjusted Revenue and Adjusted EPS Goals

In setting the adjusted revenue and adjusted EPS goals for our 2025 STIP, the Compensation Committee considered the Company’s historical performance as well as the market climate and internal budgeting and forecasting. For the 2025 STIP, adjusted revenue at target represented approximately a 3.5% increase over fiscal 2024 adjusted revenue, while adjusted revenue at maximum represented approximately a 7.0% increase over prior year adjusted revenue. Adjusted EPS at target represented approximately a 5.4% increase compared to fiscal 2024 adjusted EPS, while adjusted EPS at maximum represented approximately a 10.8% increase compared to the prior year adjusted EPS. As the Compensation Committee sets STIP targets, it evaluates historical performance, the market climate and internal budgeting and forecasting to set challenging targets.

2025 STIP Awards

For fiscal 2025, the Company’s adjusted revenue performance was 51% of target and adjusted EPS was 114% of target. With adjusted revenue weighted 60% and adjusted EPS weighted 40%, these performance results yield a payout at 76% of target. Individual bonus awards for NEOs were then calculated based on this overall funding level as well as the targeted payout levels and individual performance objectives for each NEO, as discussed in more detail below. Mr. Griffin received his 2025 STIP award following his transition to the role of Special Advisor equal to $384,750, which represented 76% of his overall target amount, in line with the corporate performance goal achievement.

Individual performance objectives reflected the top priorities for our NEOs and were aligned with the top risks identified in our annual enterprise risk management process, including driving global growth, strengthening the pipeline for 2025 and beyond and succession planning and talent development.

MR. MACMILLAN, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER

Fiscal 2025 STIP Award

Mr. MacMillan’s 2025 STIP was based 20% on achievement of individual performance metrics and 80% on achievement of corporate performance metrics. Based on the Company’s financial performance as well as an assessment of Mr. MacMillan’s individual performance for fiscal 2025, Mr. MacMillan was awarded a total bonus amount of $1,436,384 which represents 76% of his overall target amount.

Performance Objectives and Outcomes

Mr. MacMillan’s individual performance objectives were designed to reward the achievement of the following goals:


Performance Goals			Fiscal 2025 Performance Outcomes
Accelerating global growth, including top- and bottom-line growth in core businesses.			•Continued exceptional leadership through challenging macro-economic environment. •Delivered growth in fiscal year 2025. •Leveraged strength of business to focus on our role to globally help more women and elevate the profile of the Company.
Strengthening the product pipeline for 2027 and beyond by product launches and identifying strategic acquisitions or external technologies.			•Continued to strengthen each of the base businesses. •Supported robust research and development investments to drive organic revenue growth. •Continued thoughtful and dedicated capital allocation and M&A strategy, with the acquisition of Gynesonics.
Fueling performance through talent-focused leadership, including focusing on succession planning and talent development by continuing to develop potential successors for key leadership positions.			•Continued leadership development of potential successors and key management roles and building an inclusive ethos which values diversity across the organization. •Supported transition of new President of Breast and Skeletal Health.

MS. OBERTON, CHIEF FINANCIAL OFFICER

Fiscal 2025 STIP Award

Ms. Oberton’s 2025 STIP was based 20% on achievement of individual performance metrics and 80% on achievement of corporate performance metrics. Based on the Company’s financial performance as well as an assessment of Ms. Oberton’s individual performance for fiscal 2025, Ms. Oberton was awarded a total bonus amount of $418,950, which represents 76% of her overall target amount.

Performance Objectives and Outcomes
Ms. Oberton’s individual performance objectives were designed to reward the achievement of the following goals:


Performance Goals			Fiscal 2025 Performance Outcomes
Drive strong global budgeted growth by driving global growth and accelerate budgeted plans for both revenue and operating income, implementing supply chain and IP strategies to optimize tax efficiencies, and providing strategic partnership to support supply chain, global service (including Quality First initiative) and network optimization.			•Delivered capital allocation strategy while maintaining credit ratings. •Focused on tax efficiencies in line with peer companies. •Continued to position Information Technology as a strategic partner in delivering business solutions.
Strengthening the product pipeline for 2027 and beyond by providing strategic partnership, insights, and solutions to strengthen pipeline development, and driving rigor in understanding of key assumptions within deal models and deliver financial support in realization.			•Supported robust research and development investments and scenarios for deal models. •Realized synergies assumed in deal models. •Supported Global Portfolio Management to maximize organic investments.
Focusing on succession planning and talent development by providing key experiences and coaching for identified CFO successor(s) and refine their development plans, identifying and growing near- and longer-term succession candidates for key leadership roles in the Company, and increasing organizational talent and capabilities in Finance, IT and Service.			•Focused on succession planning and talent development by increasing organizational talent and capabilities •Increased talent pipeline as measured by increase in number of high potentials for critical positions.

MR. MITCHELL, CHIEF OPERATING OFFICER

Fiscal 2025 STIP Award

Mr. Mitchell’s 2025 STIP was based 20% on achievement of individual performance metrics and 80% on achievement of corporate performance metrics. Based on the Company’s financial performance as well as an assessment of Mr. Mitchell’s individual performance for fiscal 2025, Mr. Mitchell was awarded a total bonus amount of $570,000, which represents 76% of his overall target amount.

Performance Objectives and Outcomes

Mr. Mitchell’s individual performance objectives were designed to reward the achievement of the following goals:


Performance Goals			Fiscal 2025 Performance Outcomes
Drive strong global budgeted growth by delivering top- and bottom-line growth, delivering high-quality, safe products and ensuring regulatory compliance in every action, every day.			•Delivered top-line growth. •Continued to drive focus on quality across the organization.
Strengthening the product pipeline for 2027 and beyond by executing product launch plans for 2025 and 2026 and pursuing strategic acquisitions or external technologies to drive longer-term growth, deliver successful integrations.			•Focused on portfolio and product pipeline and strategic acquisitions. •Executed on Gynesonics acquisition. •Focused on Endomagnetics integration.
Focusing on succession planning and talent development by identifying and developing immediate succession candidates for all leadership roles and creating high-performing teams comprised of individuals with unique strengths, diversity of perspectives, and shared commitment to Hologic’s Purpose, Passion, and Promise.			•Aligned talent and resources with division and business needs. •Led transition of new President of Breast and Skeletal Health. •Identified and continued to develop future successors.

MS. SCHNEIDERS, PRESIDENT, DIAGNOSTIC SOLUTIONS

Fiscal 2025 STIP Award

Ms. Schneiders’ 2025 STIP was based 40% on achievement of individual performance metrics and 60% on achievement of corporate performance metrics. Based on the Company’s financial performance as well as an assessment of Ms. Schneiders’ individual performance for fiscal 2025, Ms. Schneiders was awarded a total bonus amount of $360,000, which represents 100% of her overall target amount.

Performance Objectives and Outcomes

Ms. Schneiders’ individual performance objectives were designed to reward the achievement of the following goals:


Performance Goals			Fiscal 2025 Performance Outcomes
Drive strong global budgeted growth, focusing on growth of the base Diagnostics Division and delivering quality products and continuing to improve customer experience.			•Achieved or exceeded revenue targets. •Exceeded targets for key drivers. •Initiated two customer experience initiatives.
Strengthening the product pipeline for 2027 and beyond by focusing on cervical cancer screening strategy and M&A targets as well as continued progress on integration of previous acquisitions.			•Continued progress on strategy and M&A cultivation. •Executed plans to ensure readiness for launch of GI Bacterial panels in 2026.
Focusing on succession planning and talent development by leading with people focused agenda, identifying candidates for succession and development, and establishing development plans to include cross-functional and divisional experiences.			•Facilitated important enterprise experiences for key talent. •Filled open positions with speed while building internal talent bench. •Implemented organizational changes to meet business needs.

MR. VERSTREKEN, GROUP PRESIDENT, INTERNATIONAL

Fiscal 2025 STIP Award

Mr. Verstreken’s 2025 STIP was based 40% on achievement of individual performance metrics and 60% on achievement of corporate performance metrics. Based on the Company’s financial performance as well as an assessment of Mr. Verstreken’s individual performance for fiscal 2025, Mr. Verstreken was awarded a total bonus amount of $455,211, which represents 76% of his overall target amount.

Performance Objectives and Outcomes

Mr. Verstreken’s individual performance objectives were designed to reward the achievement of the following goals:


Performance Goals			Fiscal 2025 Performance Outcomes
Drive strong global budgeted growth by focusing on delivering another year of double-digit growth, delivering on go-direct projects, and continue implementing process improvements to enhance compliance and service.			•Achieved revenue targets in each geography. •Achieved go direct models in each in-scope geography.
Strengthening the product pipeline for 2027 and beyond by closely collaborating with up and down stream divisions to achieve alignment and execution on our strategic organic and inorganic goals.			•Facilitated pipeline building with good representation on the International spectrum.
Focusing on succession planning and talent development by extending the N-2 succession pipeline building from Commercial EMEA into Strategic Development and Commercial APAC and continue selective career development and business exposure on some high potential talent.			•Extended the talent pool. •Generated more active and specific succession discussions, planning, and subsequent execution.

LONG-TERM EQUITY INCENTIVES

We believe long-term equity incentive compensation encourages NEOs to seek sustainable growth and value creation. We also use our long-term awards to attract and retain critical employee talent by providing a competitive market-based opportunity. To achieve these objectives, we award long-term incentives on an annual basis in the form of equity. For fiscal 2025, we structured our annual equity incentive awards as follows: (i) 50% granted as PSUs, (ii) 25% granted as RSUs, and (iii) 25% granted as stock options. See “2025 Long-Term Annual Incentive Award Grants” below for the target grant value of the 2025 equity awards granted to our NEOs.

Performance Stock Units – FCF PSUs

One-half of the PSUs vest based on the Company’s adjusted FCF measured over a three-year performance period (the “FCF PSUs”). The FCF PSUs become earned based on the Company’s cumulative adjusted FCF performance. If the minimum adjusted FCF threshold is not achieved, none of the FCF PSUs granted for that performance period will vest and all will be forfeited. If the minimum adjusted FCF goal is achieved, 50% of the FCF PSUs granted will vest. If the target adjusted FCF goal is achieved, 100% of the FCF PSUs granted will vest. The maximum payout for FCF PSUs is limited to 200% of the target number of FCF PSUs granted and is earned only if we achieve the maximum adjusted FCF goal. The FCF PSUs will vest at threshold performance if the Company’s adjusted FCF is at least $2,200 million, at target performance if the Company’s adjusted FCF is $3,000 million, and at maximum performance if the Company’s adjusted FCF is at least $3,500 million.

At the vesting date, the earned FCF PSU awards are settled in shares of common stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of adjusted FCF as a performance measure, please see “Why Adjusted FCF, Adjusted ROIC and Relative TSR?” below. FCF PSUs also are subject to the terms and conditions set forth in the form of FCF Performance Stock Unit Award Agreement.

Vesting of FCF PSUs Granted in Fiscal 2022

The FCF PSU awards granted in November 2021 (fiscal 2022) vested in November 2024 (fiscal 2025). These FCF PSUs were subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving adjusted FCF of at least $2,000 million. If adjusted FCF for the performance period was below $2,000 million, none of the FCF PSUs would vest. Target adjusted FCF was $2,800 million and maximum adjusted FCF was $5,000 million. Actual adjusted FCF performance was $3,822 million for the fiscal 2022 through fiscal 2024 performance period. Accordingly, these FCF PSUs became earned and subsequently vested at 146% of target.

Vesting of FCF PSUs Granted in Fiscal 2023

The FCF PSU awards granted in November 2022 (fiscal 2023) vested in November 2025 (fiscal 2026). These FCF PSUs were subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving adjusted FCF of at least $2,000 million. If adjusted FCF for the performance period was below $2,000 million, none of the FCF PSUs would vest. Target adjusted FCF was $2,900 million and maximum adjusted FCF was $5,000 million. Actual adjusted FCF performance was $3,171 million for the fiscal 2023 through fiscal 2025 performance period. Accordingly, these FCF PSUs became earned and subsequently vested at 113% of target.

Performance Stock Units - ROIC PSUs

One-fourth of the PSUs granted use adjusted ROIC as a metric and vest only if the Company achieves a pre-determined adjusted ROIC three-year average minimum threshold at the end of a three-year performance period (the “ROIC PSUs”). If the minimum adjusted ROIC threshold is not achieved, none of the ROIC PSUs granted for that performance period will vest and all will be forfeited. If the minimum adjusted ROIC goal is achieved, 50% of the ROIC PSUs granted will vest. If the target adjusted ROIC goal is achieved, 100% of the ROIC PSUs granted will vest. The maximum payout for ROIC PSUs is limited to 200% of the target number of ROIC PSUs granted and is earned only if we achieve the maximum adjusted ROIC goal. The ROIC PSUs will vest at threshold performance if the Company’s adjusted ROIC is at least 10%, at target performance if the Company’s adjusted ROIC is at least 13%, and at maximum performance if the Company’s adjusted ROIC is at least 16%.

At the vesting date, earned ROIC PSU awards are settled in shares of our common stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of adjusted ROIC as a performance measure, please see “Why Adjusted FCF, Adjusted ROIC and Relative TSR?” below. ROIC PSUs also are subject to the terms and conditions set forth in the form of ROIC Performance Stock Unit Award Agreement.

Vesting of ROIC PSUs Granted in Fiscal 2022

The ROIC PSU awards granted in November 2021 (fiscal 2022) vested in November 2024 (fiscal 2025). These ROIC PSUs were subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving an average adjusted ROIC of at least 10% for the three-year performance period. If the adjusted ROIC was below 10%, none of the ROIC PSUs would vest. Target adjusted ROIC was 13% and maximum adjusted ROIC was 16%. Actual adjusted ROIC performance was 16.96% for the three-year performance period. Accordingly, these ROIC PSUs became earned and subsequently vested at 200% of target.

Vesting of ROIC PSUs Granted in Fiscal 2023

The ROIC PSU awards granted in November 2022 (fiscal 2023) vested in November 2025 (fiscal 2026). These ROIC PSUs were subject to three-year service-based cliff vesting, with performance-based vesting contingent on the Company achieving an average adjusted ROIC of at least 10% for the three-year performance period. If the adjusted ROIC was below 10%, none of the ROIC PSUs would vest. Target adjusted ROIC was 13% and maximum adjusted ROIC was 16%. Actual adjusted ROIC performance was 14.16% for the three-year performance period. Accordingly, these ROIC PSUs became earned and subsequently vested at 126% of target.

Performance Stock Units – TSR PSUs

An additional one-fourth of the PSUs vest based on the Company’s total stockholder return as compared to the total stockholder return of companies in the TSR PSU Peer Group, measured over a three-year performance period (the “TSR PSUs”). The TSR PSU awards vest at threshold (50% of target) upon achievement of relative total stockholder return at the 25th percentile. The TSR PSU awards vest at target and at 200% of target upon achievement of relative total stockholder return at the 50th and 95th percentile, respectively. If the Company’s relative total stockholder return is below the 25th percentile, then no TSR PSUs will vest. The Company also utilizes a payout cap at 100% for negative TSR performance that otherwise warrants above-target funding.

At the vesting date, earned PSU awards are settled in shares of common stock, unless settlement has been deferred pursuant to the Company’s Deferred Equity Plan. For details about our use of relative TSR as a performance measure, please see “Why Adjusted FCF, Adjusted ROIC and Relative TSR?” below. TSR PSUs also are subject to the terms and conditions set forth in the form of TSR Performance Stock Unit Award Agreement.

Vesting of TSR PSUs Granted in Fiscal 2022

The TSR PSU awards granted in November 2021 (fiscal 2022) vested in November 2024 (fiscal 2025). These TSR PSUs were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a relative total stockholder return at the 25th percentile or above. If relative total stockholder return for the performance period was below the 25th percentile, none of the TSR PSUs would vest. Hologic’s total stockholder return for the three-year performance period was 3.83% which put Hologic in the 79th percentile of the TSR PSU peer group. Accordingly, these TSR PSUs vested at 160% of target.

Vesting of TSR PSUs Granted in Fiscal 2023

The TSR PSU awards granted in November 2022 (fiscal 2023) vested in November 2025 (fiscal 2026). These TSR PSUs were subject to a three-year cliff vesting period with vesting contingent on the Company achieving a relative total stockholder return at the 25th percentile or above. If relative total stockholder return for the performance period was below the 25th percentile, none of the TSR PSUs would vest. Hologic’s total stockholder return for the three-year performance period was -2.55% which put Hologic in the 58th percentile of the TSR PSU peer group. Accordingly, these TSR PSUs vested at 100% of target.

Summary of Performance of Fiscal 2022 and Fiscal 2023 PSUs

As reflected above, the overall performance of the Fiscal 2022 PSUs was 169% and Fiscal 2023 PSUs was 113%. The payouts reflect the Company’s overall performance during the respective periods consistent with the Board’s and Compensation Committee’s philosophy to pay for performance.

WHY ADJUSTED FCF, ADJUSTED ROIC AND RELATIVE TSR?

Adjusted FCF. The Compensation Committee introduced adjusted FCF as a performance metric in fiscal 2020 to measure the Company’s financial discipline and adjusted it in fiscal 2022 to measure performance over a cumulative three-year period. In addition to being well-received and supported by our stockholders, the use of adjusted FCF:

•Promotes profitable growth with strong capital discipline

•Measures ability to generate cash to fund capital initiatives such as making acquisitions, repurchasing shares, expanding operations or paying down debt

Adjusted FCF is calculated as described in the “Performance Measures Link to Strategy” section above.

Adjusted ROIC. The Compensation Committee introduced adjusted ROIC as a performance metric in fiscal 2014 to hold management accountable for generating greater returns on capital allocated. Investors have been supportive of the use of adjusted ROIC. Given the significant improvement in adjusted ROIC since its introduction as a performance metric, the Compensation Committee believes it is having the intended effect.

In addition to being well-received and supported by our stockholders, the use of adjusted ROIC:

•Creates an effective balance in our program of growth (our STIP focuses on adjusted revenue and adjusted EPS) and returns (our long-term incentives focus on ROIC)

•Holds management accountable for the efficient use of capital

•Links executive compensation to value creation

Adjusted ROIC is calculated as described in the “Performance Measures Link to Strategy” section above.

Relative TSR. The Compensation Committee introduced relative TSR as a performance metric in fiscal 2017. In addition to being well-received and supported by our stockholders, use of relative TSR:

•Provides an external relative performance measure, which complements the internal absolute ROIC measure

•Links executive compensation directly to stockholder value creation

To calculate the Company’s relative TSR performance, the cumulative three-year TSR for Hologic and each of the companies in the TSR Peer Group is calculated and then Hologic’s discrete percentile rank is calculated. The TSR PSUs vest at target and at 200% of target upon achievement of relative TSR at the 50th and 95th percentile, respectively. If the Company’s relative TSR is below the 25th percentile, no TSR PSUs will vest and all will be forfeited.

HOW WE ESTABLISH ADJUSTED FCF, ADJUSTED ROIC AND RELATIVE TSR GOALS

Adjusted FCF. In setting adjusted FCF goals for the FCF PSUs, the Compensation Committee considered the Company’s budgeted and actual adjusted FCF performance over the past three years. Considering the Company’s past and anticipated performance, for fiscal 2025 FCF PSU grants, the Compensation Committee established a three-year cumulative adjusted FCF target of $3,000 million (an increase from the target used in the 2024 FCF PSUs of $2,900 million) while setting a threshold of $2,200 million and maximum of $3,500 million. The performance goals continue to motivate senior management to promote both short- and long-term profitable growth with strong capital discipline, which prioritizes sustainable value creation.

Adjusted ROIC. In setting adjusted ROIC goals for the ROIC PSUs, the Compensation Committee considered past performance as well as future opportunities for efficiencies. Considering the Company’s past and anticipated financial performance, for the fiscal 2025 ROIC PSU grants, the Compensation Committee determined to maintain the minimum threshold (10%), target (13%) and maximum (16%) levels as used for the 2024 ROIC PSU grants. In setting the adjusted ROIC goals, the Compensation Committee continues to view the goals as challenging as it looks to create a balance between focusing management on a forward looking, disciplined approach to capital investment to optimize stockholder return, while also not disincentivizing management to pursue acquisitions, particularly of innovative companies that can materially drive longer-term future growth. The Compensation Committee recognizes that continued excellence in strategy execution is necessary to meet the established standard.

Relative TSR.

Amendment: SEC Form 10-K/A filed by Hologic Inc.