EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed for the purpose of registering (i) an
additional 6,500,000 shares of the Registrants Common Stock that may be issued pursuant to the Hologic, Inc. Amended and Restated 2008 Equity Incentive Plan (the Equity Incentive Plan) and (ii) an additional 3,000,000 shares
of the Registrants Common Stock that may be issued pursuant to the Hologic, Inc. Amended and Restated 2012 Employee Stock Purchase Plan (the ESPP), each of which was approved by the stockholders at the Registrants Annual
Meeting of Stockholders in March 2023.
The Registrant previously registered shares of its Common Stock for issuance under the Equity
Incentive Plan under registration statements on Form S-8 filed with the Securities and Exchange Commission (the SEC) on May 9, 2008 (File No.
333-150796), May 9, 2013 (File No.
333-188468) and May 2, 2018 (File No.
333-224613) (together, the Prior Equity Incentive Plan Registration Statements). The Prior
Equity Incentive Plan Registration Statements registered 20,000,000 shares, 11,500,000 shares and 4,500,000 shares of the Registrants Common Stock, respectively, that may be issued under the Equity Incentive Plan. With the filing of this
Registration Statement, the total number of shares of the Registrants Common Stock registered under the Equity Incentive Plan is 42,500,000, which is equal to the total number of shares authorized for issuance under the Equity Incentive Plan.
The Registrant previously registered shares of its Common Stock for issuance under the ESPP under registration statements on Form S-8 filed with the SEC on May 3, 2012 (File No. 333-181126) and
April 28, 2016 (File No. 333-210968) (together, the Prior ESPP Registration
Statements and together with the Prior Equity Incentive Plan Registration Statements, the Prior Registration Statements). The Prior ESPP Registration Statements registered 2,500,000 shares and 3,000,000 shares of the
Registrants Common Stock, respectively, that may be issued under the ESPP. With the filing of this Registration Statement, the total number of shares of the Registrants Common Stock registered under the ESPP is 8,500,000, which is equal
to the total number of shares authorized for issuance under the ESPP.
Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference, except to the extent supplemented or amended or superseded by the information set forth herein.
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