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Stockholders' Equity and Stock-Based Compensation
 12 Months Ended
Sep. 27, 2025
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity and Stock-Based Compensation Stockholders’ Equity and Stock-Based Compensation
Stock Repurchase Program
On September 22, 2022, the Board of Directors authorized a stock repurchase program, with a five-year term, to repurchase up to $1.0 billion of the Company’s outstanding common stock, effective as of the close of trading September 23, 2022. This repurchase program replaced the previous $1.0 billion authorization. During fiscal 2025, 2024 and 2023, the Company repurchased 2.4 million, 4.2 million and 6.8 million shares of its common stock, under this authorization, for total
consideration of $190.3 million, $308.3 million and $501.6 million, respectively. As of the first quarter of fiscal 2025, no amounts remained available under this authorization.
On November 6, 2023, the Board of Directors authorized the Company to repurchase up to $500 million of the Company’s outstanding shares pursuant to an accelerated share repurchase (ASR) agreement. On November 15, 2023, the Company executed the ASR agreement with Goldman Sachs & Co. (“Goldman Sachs”) pursuant to which the Company agreed to repurchase $500 million of the Company’s common stock. In connection with the launch of the ASR, on November 17, 2023, the Company paid Goldman Sachs an aggregate of $500 million and received approximately 5.6 million shares of the Company’s common stock, representing 80% of the transaction value based on the Company’s closing share price on November 14, 2023. On February 27, 2024, the ASR agreement was completed, and the Company received an additional 1.4 million shares for the final settlement. This final settlement was based on the total transaction value and the volume-weighted average share price of the Company’s common stock during the term of the agreement.
On September 12, 2024, the Board of Directors authorized a new stock repurchase program, with a five-year term, to repurchase up to $1.5 billion of the Company’s outstanding stock. This new stock repurchase authorization was in addition to the Company’s prior stock repurchase authorization. Exclusive of shares repurchased pursuant to the accelerated share repurchase agreement described below, during fiscal 2025, the Company repurchased 4.7 million shares of its common stock for total consideration of $312.6 million. As of September 27, 2025, $937.5 million remained unused under this program. This amount excludes the 1% excise tax on share repurchases for all programs described of $6.8 million, $7.2 million and $2.9 million in fiscal 2025, 2024 and 2023, respectively.
On November 19, 2024, the Company executed an ASR agreement with JPMorgan Chase & Co., (“JP Morgan”) pursuant to its existing authorizations and pursuant to which the Company agreed to repurchase $250.0 million of the Company’s common stock. In connection with the launch of the ASR, on November 20, 2024, the Company paid JP Morgan an aggregate of $250.0 million and received approximately 2.5 million shares of the Company’s common stock, representing 80% of the transaction value based on the Company’s closing share price on November 18, 2024. On December 23, 2024, the ASR agreement was completed, and the Company received an additional 0.8 million shares for the final settlement. This final settlement was based on the total transaction value and the volume-weighted average share price of the Company’s common stock during the term of the agreement.
Stock-Based Compensation
Equity Compensation Plans
The Company has one share-based compensation plan pursuant to which equity awards are currently being issued—the 2008 amended and restated Equity Incentive Plan (“2008 Equity Plan”). The purpose of the 2008 Equity Plan is to provide stock options, restricted stock units and other equity interests in the Company to employees, officers, directors, consultants and advisors of the Company and any other person who is determined by the Board of Directors to have made (or is expected to make) contributions to the Company. The 2008 Equity Plan is administered by the Board of Directors of the Company. On December 8, 2022, the Board of Directors approved an additional 6.5 million shares of common stock available under the 2008 Equity Plan increasing the total shares reserved for issuance under the plan to 38 million. As of September 27, 2025, the Company had 6.3 million shares available for future grant under the 2008 Equity Plan.
The following presents stock-based compensation expense in the Company’s Consolidated Statements of Income in fiscal 2025, 2024 and 2023:
202520242023
Cost of revenues$11.9 $10.7 $10.5 
Research and development8.2 10.3 10.5 
Selling and marketing14.2 13.4 12.0 
General and administrative50.0 47.9 46.6 
$84.3 $82.3 $79.6 
Grant-Date Fair Value
The Company uses a binomial model to determine the fair value of its stock options. The Company considers a number of factors to determine the fair value of options including the assistance of an outside valuation adviser. Information pertaining to stock options granted during fiscal 2025, 2024 and 2023 and related assumptions is as follows:
 Years Ended
September 27, 2025September 28, 2024September 30, 2023
Options granted (in millions)0.6 0.6 0.5 
Weighted-average exercise price$77.42 $72.34 $74.66 
Weighted-average grant date fair value$26.08 $25.07 $25.95 
Assumptions:
Risk-free interest rates4.2 %4.4 %4.3 %
Expected life (in years)4.84.84.8
Expected volatility32.5 %33.4 %33.9 %
Dividend yield— — — 
The risk-free interest rate was based on a treasury instrument whose term was consistent with the expected life of the stock options. In projecting expected stock price volatility, the Company uses a weighted combination of historical stock price volatility and implied volatility from observable market prices of similar equity instruments. The Company estimated the expected life of stock options based on historical experience using employee exercise and option expiration data.
Stock-Based Compensation Expense Attribution
The Company uses the straight-line attribution method to recognize stock-based compensation expense for stock options and restricted stock units (“RSUs”), unless the employee meets the plan retirement provision of reaching a certain age and years of service criteria in which case the expense is accelerated to match the required service period to receive such benefit. The vesting term of stock options is generally four years with annual vesting of 25% per year on the anniversary of the grant date, and RSUs generally vest over three years with annual vesting at 33% per year on the anniversary of the grant date.
The amount of stock-based compensation recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. Under ASC 718, the Company’s accounting policy is to estimate forfeitures at the time awards are granted and revise, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Based on an analysis of historical forfeitures, the Company has determined a specific forfeiture rate for certain employee groups and has applied forfeiture rates ranging from 0% to 6.0% as of September 27, 2025 depending on the specific employee group. This analysis is re-evaluated annually and the forfeiture rate adjusted as necessary. Ultimately, the actual stock-based compensation expense recognized will only be for those stock options and RSUs that vest.
Stock-based compensation expense related to stock options was $13.6 million, $14.0 million, and $14.2 million in fiscal 2025, 2024 and 2023, respectively. Stock compensation expense related to stock units, including RSUs, performance stock units (“PSUs”), free cash flow performance stock units (“FCF PSUs”) and market stock units (“MSUs”) was $64.4 million, $61.1 million, and $58.5 million in fiscal 2025, 2024 and 2023, respectively. The related tax benefit recorded in the Consolidated Statements of Income was $12.3 million, $11.4 million and $10.7 million in fiscal 2025, 2024 and 2023, respectively. At September 27, 2025, there was $9.4 million and $45.1 million of unrecognized compensation expense related to stock options and stock units, respectively, to be recognized over a weighted average period of 2.4 years and 1.8 years, respectively.
Share Based Payment Activity
The following table summarizes all stock option activity under the Company’s stock option plans for the year ended September 27, 2025:
Number of Shares
(in millions)
Weighted-Average Exercise Price
Weighted-Average Remaining Contractual Life
(in Years)
Aggregate Intrinsic Value (in millions)
Options outstanding at September 28, 20244.3 $55.32 
Granted0.6 77.42 
Canceled/ forfeited(0.2)73.06 
Exercised(0.4)46.20 9.5 
Options outstanding at September 27, 20254.3 $58.34 4.9$51.1 
Options exercisable at September 27, 20253.0 $51.77 3.6$50.9 
Options vested and expected to vest at September 27, 2025 (1)4.2 $58.29 4.9$51.1 
(1)This represents the number of vested stock options as of September 27, 2025 plus the unvested outstanding options at September 27, 2025 expected to vest in the future, adjusted for estimated forfeitures.
During fiscal 2024 and 2023, the total intrinsic value of options exercised (i.e., the difference between the market price on the date of exercise and the price paid by the employee to exercise the options) was $15.5 million and $18.4 million, respectively.
A summary of the Company’s RSU, PSU, FCF and MSU activity during the year ended September 27, 2025 is presented below:
Non-vested Shares
Number of Shares
(in millions)
Weighted-Average
Grant-Date Fair
Value
Non-vested at September 28, 20241.7 $73.84 
Granted0.9 78.91 
Vested(0.8)72.47 
Forfeited(0.1)75.03 
Non-vested at September 27, 20251.7 $76.77 
The number of RSUs vested includes shares withheld on behalf of employees to satisfy minimum statutory tax withholding requirements. The Company pays the minimum statutory tax withholding requirement on behalf of its employees. During fiscal 2025, 2024 and 2023 the total fair value of RSUs vested was $56.7 million, $51.5 million and $48.4 million, respectively.
The Company granted 0.7 million, 0.7 million and 0.7 million RSUs during fiscal 2025, 2024 and 2023, respectively, with a weighted-average grant date fair value of $78.30, $72.35, and $74.59, respectively. In addition, included in the above chart, the Company also granted 0.1 million, 0.1 million and 0.1 million PSUs during fiscal 2025, 2024, and 2023, respectively, to members of the Company’s senior management team, which can result in additional shares issued upon achieving metrics within the performance criteria. Each recipient of the PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of the three year performance period provided the Company’s defined Return on Invested Capital metrics are achieved. The Company also granted 0.1 million, 0.1 million and 0.1 million of FCF PSUs based on a three-year cumulative free cash flow measure to its senior management team in fiscal 2025, 2024 and 2023, respectively. Each recipient of FCF PSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of the three year or one-year measurement periods. The PSUs and FCF PSUs were valued at $79.01, $71.94 and $74.35 per share based on the ending stock price on the date of grant in fiscal 2025, 2024 and 2023, respectively. The PSUs and FCF PSUs cliff-vest three years from the date of grant, and the Company recognizes compensation expense ratably over the required service period based on its estimate of the number of shares that will vest upon achieving the measurement criteria. If there is a change in the estimate of the number of shares that are probable of vesting, the Company will cumulatively adjust compensation expense in the period that the change in estimate is made. The Company also granted 0.1 million, 0.1 million and 0.1 million MSUs during fiscal 2025, 2024 and 2023, respectively, to its senior management team. Each recipient of MSUs is eligible to receive between zero and 200% of the target number of shares of the Company’s common stock at the end of the three year performance period based upon achieving a certain total shareholder return relative to a defined peer group. The MSUs were valued at $86.99, $88.06 and $97.91 per share using the Monte Carlo simulation model in fiscal 2025, 2024 and 2023, respectively. These awards cliff-vest three years from the date of grant, and the Company recognizes compensation expense for the MSUs ratably over the service period regardless of the measurement criteria being met.
As a result of the Merger Agreement, at closing of the transaction all outstanding restricted stock units, including PSUs and MSUs, granted by the Company prior to the date of the Merger Agreement will be cancelled and converted into the right to receive the merger consideration in respect of each share. At the closing, each Company stock option that is outstanding and unvested will vest in full, and will be cancelled and converted into the right to receive the merger consideration less the exercise price.
Employee Stock Purchase Plan
The Hologic, Inc. Amended and Restated 2012 Employee Stock Purchase Plan (“2012 ESPP”) provides for the granting of up to 8.5 million shares of the Company’s common stock to eligible employees. The 2012 ESPP plan period is semi-annual and allows participants to purchase the Company’s common stock at 85% of the lower of (i) the market price per share of the common stock on the first day of the offering period or (ii) the market price per share of the common stock on the purchase
date. Stock-based compensation expense in fiscal 2025, 2024 and 2023 was $6.3 million, $7.2 million and $6.9 million, respectively.
The Company uses the Black-Scholes model to estimate the fair value of shares to be issued as of the grant date using the following weighted average assumptions:
September 27, 2025September 28, 2024September 30, 2023
Assumptions:
Risk-free interest rates4.58 %5.29 %4.10 %
Expected life (in years)0.50.50.5
Expected volatility32.8 %33.4 %34.0 %
Dividend yield— — —