riskdiff

Hologic Inc.: 10-K Risk Factor Changes

2025 vs 2024 · SEC EDGAR · 2026-05-10

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The summary below was generated by an AI language model and may contain errors or omissions. All other content on this page is deterministically extracted from the original SEC EDGAR filing.

Hologic added five material risk factors in 2025, all centered on a proposed merger, including risks related to deal completion, business conduct restrictions, merger-related costs, and potential stockholder litigation. Three existing risk factors were substantively modified, most notably those addressing floating-rate debt exposure, tax law changes, and macroeconomic/geopolitical uncertainties. No previously disclosed risks were removed, and 27 risk factors remained unchanged from 2024.

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Classification is based on semantic text similarity scoring and may include approximations. “No match” means no high-confidence textual match was found — not necessarily that a section was removed.

New Risks

Removed

Modified

Unchanged

🟢 New in Current Filing

There are uncertainties associated with the proposed Merger (as defined below), including the risk that the Merger may not close in the anticipated timeframe or at all due to one or more of the closing conditions to the Merger not being satisfied or waived, which may have an adverse effect on our business, financial condition, results of operations and stock price.

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On October 21, 2025, we entered into a definitive agreement (the “Merger Agreement”) to be acquired by funds managed by Blackstone and TPG. Under the terms of the agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76.00 per share in cash, without interest, plus a non-tradable contingent value right (“CVR”) to receive up to $3.00 per share, for total potential consideration of $79.00 per share in cash. The non-tradable CVR will be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue metrics for our Breast Health business in fiscal years 2026 and 2027. The transaction is expected to close in the first half of calendar year 2026, subject to the approval of Hologic’s stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions (please see Note 2 to our consolidated financial statements for additional information related to the acquisition). If the Merger is completed, we will become a privately held company, meaning that the Company’s common stock will be delisted from the Nasdaq stock market and deregistered under the Securities Exchange Act of 1934, as amended. Completion of the Merger is subject to various closing conditions, including, among other things, approval of the adoption of the Merger Agreement by our stockholders and the receipt of applicable regulatory approvals. Further, if the Merger has not been consummated on or before July 21, 2026 (subject to (a) one three-month extension under certain circumstances for the purpose of obtaining certain regulatory approvals and (b) extension in certain circumstances if the marketing period for Blackstone’s and TPG’s debt financing has commenced but has not yet been completed), then the Merger Agreement may be terminated by either party. There is no assurance that receipt of all applicable regulatory approvals will occur, or that all of the other closing conditions will be satisfied (or waived, to the extent permitted by applicable law), or that the Merger will be completed on the terms reflected in the Merger Agreement, within the expected timeframe, or at all. The announcement and pendency of the Merger may create disruption in and uncertainties for our business, which could have an adverse effect on our ability to retain and hire key personnel and to maintain relationships with our business partners, suppliers, vendors and customers. These business partners, suppliers and customers could attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during pendency of the Merger. Adverse changes in our relationships with employees, business partners, suppliers and customers may continue or intensify in the event the Merger is not consummated or is significantly delayed. As a result, there can be no assurance that our business, financial condition and results of operations will not be adversely affected, as compared to prior to the announcement of the Merger Agreement. Management’s attention may also be diverted towards activities focused on completing the Merger, which could further impact these relationships and also the execution of our business plan and the quality of our products. If the Merger is not completed, we and our stockholders may suffer other consequences. To the extent that the current market price of our stock reflects an assumption that the Merger will be completed, the price of our common stock could decrease if the Merger is not completed. Further, investor confidence in us could decline, and stockholder litigation could be brought against us. In addition, we will have incurred significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, including for activities that we would have not undertaken other than to complete the Merger. As a result, to the extent the Merger is not completed, we will receive little or no benefit from incurring these costs, and in the absence of the Merger, these costs may have been allocated elsewhere. In addition, if the Merger Agreement is terminated under certain circumstances, we may be required to pay Blackstone a termination fee equal to $540 million (or $225 million during the go shop period, as described in the Merger Agreement), which could have adverse effect on our financial condition and results of operations. 18 18 18 Table of Contents Table of Contents

🟢 New in Current Filing

We are subject to certain restrictions on the conduct of our business under the terms of the Merger Agreement.

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Under the terms of the Merger Agreement, we have agreed to certain restrictions (unless approved by Blackstone and TPG) on the operations of our business that could harm our business relationships, financial condition, operating results, cash flows and business, including restrictions with respect to our ability to, among other things, subject to certain specified exceptions: amend our organizational documents, issue shares of capital stock, make loans or capital contributions, declare dividends, purchase shares of its capital stock, incur indebtedness for borrowed money, incur capital expenditures (other than pursuant to our capital expenditures budget), enter into or materially amend material contracts, change accounting policies, settle litigation, sell material assets, increase employee compensation above certain thresholds, enter into collective bargaining agreements, conduct mass layoffs, waive any noncompetition, nonsolicitation, nondisclosure or other restrictive covenants for certain employees, acquire other companies or businesses, change material tax elections or settle tax investigations or license, transfer, abandon or dispose of material Company intellectual property or source code. Because of these restrictions, we may be prevented from undertaking certain actions with respect to the conduct of our business that we might otherwise have taken if not for the Merger Agreement. Such restrictions could prevent us from pursuing certain business opportunities that arise prior to the effective time of the Merger and are outside the ordinary course of business and could otherwise adversely affect our business and operations prior to completion of the Merger.

🟢 New in Current Filing

We have incurred, and will continue to incur, direct and indirect costs as a result of the Merger.

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We have incurred, and will continue to incur, significant costs and expenses, including regulatory costs, fees for professional services and other transaction costs in connection with the Merger, for which we will have received little or no benefit if the Merger is not completed. There are a number of factors beyond our control that could affect the total amount or the timing of these costs and expenses. Many of these fees and costs will be payable by us even if the Merger is not completed and may relate to activities that we would not have undertaken other than to complete the Merger.

🟢 New in Current Filing

Lawsuits relating to the Merger could be filed against us, including by our stockholders.

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Although litigation is common in connection with acquisitions of public companies in the U.S., regardless of any merits related to the underlying acquisition, the outcome of any lawsuits filed against us is uncertain and could delay or prevent completion of the Merger. We may not be successful in defending against any such claims. Additionally, the costs of defense of such litigation, including costs associated with the indemnification of directors and officers, and other effects, such as negative publicity or damage to our relationships with business partners, suppliers and customers, could have an adverse effect on our business, financial condition and operating results.

🟢 New in Current Filing

consideration they may receive in the Merger.

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At the time the Merger is completed, each issued and outstanding share of our common stock (other than certain excluded shares), will be automatically cancelled and converted into the right to receive $76.00 per share in cash, without interest, plus a non-tradable CVR to receive up to $3.00 per share in cash, for total potential consideration of $79.00 per share in cash. The non-tradable CVR will be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue metrics for our Breast Health business in fiscal years 2026 and 2027. There can be no assurance that any payment will be made under the CVR, or regarding the amount or timing of any such payment. Any amounts to be received in connection with the CVR are contingent upon achievement of certain global revenue metrics for our Breast Health business in fiscal years 2026 and 2027, which may or may not occur. There are numerous risks and uncertainties associated with receiving payment under the CVR, including that our Breast Health business will not achieve the global revenue thresholds set forth in the CVR agreement.

🟡 Modified

A significant portion of our indebtedness is subject to floating interest rates, which may expose us to higher interest payments.

high match confidence

Sentence-level differences:

Reworded sentence: "A significant portion of our indebtedness is subject to floating interest rates, which makes us more vulnerable in the event of adverse economic conditions, increases in prevailing interest rates, or a downturn in our business."

Current (2025):

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A significant portion of our indebtedness is subject to floating interest rates, which makes us more vulnerable in the event of adverse economic conditions, increases in prevailing interest rates, or a downturn in our business. As of September 27, 2025, approximately $1.2 billion aggregate principal of our indebtedness, which represented the outstanding principal under our credit facilities, was subject to floating interest rates. We currently have a hedging arrangement (interest rate swap) in place to partially mitigate the impact of higher interest rates. This interest rate swap contract hedges a notional amount of $500 million through September 25, 2026. 31 31 31 Table of Contents Table of Contents

View prior text (2024)

29 29 29 Table of Contents Table of Contents A significant portion of our indebtedness is subject to floating interest rates, which makes us more vulnerable in the event of adverse economic conditions, increases in prevailing interest rates, or a downturn in our business. As of September 28, 2024, approximately $1.2 billion aggregate principal of our indebtedness, which represented the outstanding principal under our credit facilities, was subject to floating interest rates. We currently have hedging arrangements (interest rate swaps) in place to partially mitigate the impact of higher interest rates. We have two consecutive interest rate swaps that will provide us with a continued hedge, in the notional amounts of $500 million, through September 25, 2026.

🟡 Modified

Changes in tax laws or exposures to additional tax liabilities could negatively impact the Company’s operating results.

high match confidence

Sentence-level differences:

Reworded sentence: "Changes in tax laws or regulations in the jurisdictions in which we operate, both in the U.S."

Current (2025):

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We are subject to income taxes, as well as taxes that are not income-based, in both the U.S. and jurisdictions outside of the U.S. Changes in tax laws or regulations in the jurisdictions in which we operate, both in the U.S. and outside of the U.S., including the introduction of a global minimum tax as led by the Organization for Economic Cooperation and Development “OECD” , could negatively impact the Company’s effective tax rate, results of operations and cash flows. The United States has not adopted the OECD Pillar Two global minimum tax, and as of June 28, 2025, the G7 countries announced an agreement to exempt U.S. companies from certain elements of the Pillar Two framework. If this exemption is ultimately enacted into law in relevant jurisdictions, it is expected to be favorable for the Company. However, Pillar Two remains in effect in other countries, and there is significant uncertainty regarding the implementation of the G7 agreement, the interpretation and consistent application of existing Pillar Two rules, their interaction with national tax laws, and their consistency with current tax treaty obligations. In addition, our future effective tax rate could be unfavorably affected by numerous other factors including a change in the interpretation of tax rules and regulations in the jurisdictions in which we operate, a change in our geographic earnings mix, and/or to the jurisdictions in which we operate, or a change in the measurement of our deferred taxes. We are also subject to ongoing tax audits in various jurisdictions, and tax authorities may disagree with certain positions we have taken and assess additional taxes.

View prior text (2024)

We are subject to income taxes, as well as taxes that are not income-based, in both the U.S. and jurisdictions outside of the U.S. Changes in tax laws or regulations in the jurisdictions in which we operate, including the U.S. and as led by the Organization for Economic Cooperation and Development of a global minimum tax, could negatively impact the Company’s effective tax rate, results of operations and cash flows. In addition, our future effective tax rate could be unfavorably affected by numerous other factors including a change in the interpretation of tax rules and regulations in the jurisdictions in which we operate, a change in our geographic earnings mix, and/or to the jurisdictions in which we operate, or a change in the measurement of our deferred taxes. We are also subject to ongoing tax audits in various jurisdictions, and tax authorities may disagree with certain positions we have taken and assess additional taxes.

🟡 Modified

The continuing worldwide macroeconomic and geopolitical uncertainty, as well as existing tariffs and trade wars, may adversely affect our business and prospects, both domestically and internationally.

high match confidence

Sentence-level differences:

Reworded sentence: "Continued concerns about the systemic impact of potential recession and geopolitical issues, including wars and terrorism, have contributed to increased market volatility and uncertainty for economic growth in the world."
Reworded sentence: "and throughout the world, including the impact of prolonged or recurring U.S."
Reworded sentence: "and other countries is dependent upon the medical equipment purchasing and procurement practices of our customers, patient need for our products and procedures and the reimbursement of patients’ medical expenses by government healthcare programs and third-party payors."
Reworded sentence: "Economic uncertainty, an increase in unemployment rates, as well as an increase in health insurance premiums, co-payments and deductibles may result in cost-conscious consumers making fewer trips to their physicians and specialists, which in turn would adversely affect demand for our products and procedures."

Current (2025):

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Continued concerns about the systemic impact of potential recession and geopolitical issues, including wars and terrorism, have contributed to increased market volatility and uncertainty for economic growth in the world. Our business and results of operations have been and may continue to be adversely impacted by changes in macroeconomic conditions, including inflation, bank failures, rising interest rates and availability of capital markets. Uncertainty about global economic conditions, particularly in emerging markets and countries with government-sponsored healthcare systems, may also cause decreased demand for our products and services and increased competition, which could result in lower sales volume and downward pressure on the prices for our products, longer sales cycles, and slower adoption of new technologies. A weakening of macroeconomic conditions may also adversely affect our suppliers, which could result in interruptions in supply. In addition, continuing social and political concerns and divisions in the U.S. and throughout the world, including the impact of prolonged or recurring U.S. federal government shutdowns, could have a material, adverse effect on the economic conditions in markets we serve, and our results of operations, cash flow and financial position. Changes in policy in the U.S. and other countries regarding international trade, including import and export regulation and international trade agreements, could also negatively impact our business. The U.S. government implemented reciprocal tariffs beginning in April 2025 to accomplish certain policy goals and is currently negotiating trade agreements with many countries. For fiscal 2025, primarily in the fourth quarter, we recorded tariff expense of $9.5 million. Based on the mitigation efforts we have taken and expect to take, we estimate that, if maintained at current levels, the impact of the direct tariff costs to us on a quarterly basis will be approximately $10 million to $14 million. This estimate does not consider potential cost increases from our vendors and suppliers. We continue to evaluate the status of the evolving tariffs as well as various measures to mitigate the impact of tariffs, however we can give no assurance on the success of these efforts. Additional tariffs or further retaliatory trade measures taken by other countries in response or our inability to mitigate existing tariffs, could affect the demand for our products and services, impact the competitive position of our products, prevent us from being able to sell products in certain countries or otherwise adversely impact our results of operations. The implementation of more restrictive trade policies, such as more detailed inspections, higher tariffs or new barriers to entry, could negatively impact our business, results of operations and financial condition. Market acceptance of our medical products in the U.S. and other countries is dependent upon the medical equipment purchasing and procurement practices of our customers, patient need for our products and procedures and the reimbursement of patients’ medical expenses by government healthcare programs and third-party payors. The continuing uncertainty surrounding global economic conditions and financial markets may cause the purchasers of medical equipment to decrease their medical health insurance premiums and procurement activities. Economic uncertainty, an increase in unemployment rates, as well as an increase in health insurance premiums, co-payments and deductibles may result in cost-conscious consumers making fewer trips to their physicians and specialists, which in turn would adversely affect demand for our products and procedures. Furthermore, governments and other third-party payors around the world facing tightening budgets could move to further reduce the reimbursement rates or the scope of coverage offered, which could adversely affect sales of our products. Our international sales are often denominated in foreign currencies, including the Euro, U.K. Pound and Chinese Yuan. Changes in currency exchange rates, particularly the increase in the value of the dollar against any such foreign currencies, may reduce the reported value of our revenues outside the U.S. and associated cash flows and our ability to compete effectively in foreign markets. In addition, such fluctuations can also result in foreign currency exchange losses. We cannot predict changes in currency exchange rates, the impact of exchange rate changes, nor the degree to which we will be able to manage the impact of currency exchange rate changes. We currently have limited hedging arrangements in place to mitigate some of the impact of negative exchange rates.

View prior text (2024)

Continued concerns about the systemic impact of potential long-term and wide-spread recession and geopolitical issues, including wars and terrorism, have contributed to increased market volatility and diminished expectations for economic growth in the world. Our business and results of operations have been and may continue to be adversely impacted by changes in macroeconomic conditions, including inflation, bank failures, rising interest rates and availability of capital markets. Uncertainty about global economic conditions, particularly in emerging markets and countries with government-sponsored healthcare systems, may also cause decreased demand for our products and services and increased competition, which could result in lower sales volume and downward pressure on the prices for our products, longer sales cycles, and slower adoption of new technologies. A weakening of macroeconomic conditions may also adversely affect our suppliers, which could result in interruptions in supply. In addition, continuing social and political concerns and divisions in the U.S. and throughout the world, could have a material, adverse effect on the economic conditions in markets we serve, and our results of operations, cash flow and financial position. Elections and political changes in various countries, including the U.S., may further exacerbate geopolitical and geoeconomic tensions and market instability. Market acceptance of our medical products in the U.S. and other countries is dependent upon the medical equipment purchasing and procurement practices of our customers, patient need for our products and procedures and the reimbursement of patients' medical expenses by government healthcare programs and third-party payors. The continuing uncertainty surrounding global economic conditions and financial markets may cause the purchasers of medical equipment to decrease their medical health insurance premiums and procurement activities. Economic uncertainty, an increase in unemployment rates, as well as an 23 23 23 Table of Contents Table of Contents increase in health insurance premiums, co-payments and deductibles may result in cost-conscious consumers making fewer trips to their physicians and specialists, which in turn would adversely affect demand for our products and procedures. Furthermore, governments and other third-party payors around the world facing tightening budgets could move to further reduce the reimbursement rates or the scope of coverage offered, which could adversely affect sales of our products. Our international sales are often denominated in foreign currencies, including the Euro, U.K. Pound and Chinese Yuan. Changes in currency exchange rates, particularly the increase in the value of the dollar against any such foreign currencies, may reduce the reported value of our revenues outside the U.S. and associated cash flows and our ability to compete effectively in foreign markets. In addition, such fluctuations can also result in foreign currency exchange losses. We cannot predict changes in currency exchange rates, the impact of exchange rate changes, nor the degree to which we will be able to manage the impact of currency exchange rate changes. We currently have limited hedging arrangements in place to mitigate some of the impact of negative exchange rates.