Hologic : Annual Meeting of Stockholders Proxy

Fiscal 2023 was a year in which Hologic lived up to its commitments. Once again, we were guided by our Purpose, Passion, and Promise; values that run deep throughout our organization and motivate our teams to not only deliver for our shareholders, but more importantly elevate women's health around the world.

Over the last several years, despite turbulent macroeconomic trends and a more tenuous geopolitical environment, we have remained disciplined and thoughtful with our strategy. As we have executed against our plan the outcome has become undeniable - today we are effectively a new Hologic. We are larger and stronger, with more durable growth drivers than at any time in our Company's history. As shareholders, you can count on Hologic to continue to live by our principles, and we expect you can count on us to deliver strong, durable financial performance.

Starting with our strong financial performance in fiscal 2023. At the beginning of our fiscal year, we committed to low double-digit organic constant currency growth excluding the impact of COVID-19. In the end we delivered more; with total Hologic annual constant currency organic revenue growth in the mid-teens at 15.6% excluding COVID-19. Our performance was broad-based, with each one of our franchises growing double digits compared to the prior year.

In Diagnostics, total organic constant currency revenue growth was just above 13% in our fiscal 2023 excluding the impact of COVID-19. Although this is excellent growth, it is in fact more impressive when considering the challenging comparable period performance of our base Diagnostics business, which grew more than 10% in the prior year. As expected, our strong results in Diagnostics were led by our Molecular business, which continues to benefit from several tailwinds. First, since the end of our fiscal 2019 we have more than doubled the installed base of our Panther instrumentation, allowing more customers to run our broad menu of

21 FDA approved assays. In addition, Molecular has enjoyed excellent contributions from new assays such as BV CV/TV, as well as the successful integration of our acquired Biotheranostics business.

Moving next to Breast Health, the division grew constant currency revenue more than 17% in fiscal 2023 powered by our mammography business. As a reminder, our Breast Health franchise experienced significant supply chain headwinds in fiscal 2022 related to an industry shortage of semiconductor chips. Over the last several quarters, however, our teams worked diligently overcoming procurement hurdles to meet our customers' demand for our mammography systems. With an elevated backlog and steady strong demand, our Breast Health business remains well positioned for fiscal 2024.

Finally in our Surgical division, performance was also outstanding in fiscal 2023, with annual organic constant currency revenue growth of approximately 16%. Surgical continues to be powered by an increasingly diversified set of products. The division is led by an exceptionally strong core in NovaSure and MyoSure, and also has exciting opportunities ahead with Fluent fluid management and our laparoscopic suite of products added through our acquisitions of Acessa and Bolder.

In addition to our strong operating results in fiscal 2023 and our excitement for what lies ahead for each of our businesses, we are also extremely proud of our strong balance sheet and cash flow generation. We ended fiscal 2023 with over

$2.7 billion in cash, a net leverage ratio of 0.1x, and generated more than $1 billion in operating cash flow during the fiscal year. These results demonstrate the strength and scale of our current business, while also showcasing our significant financial firepower available for organic and inorganic investments to further strengthen our future.

To summarize our financial performance in fiscal 2023 - we did what we said we were going to do, and more. We lived up to our financial commitments to shareholders, raising our financial guidance throughout the past year. However, for Hologic financial success alone is not enough. With our commercial success in fiscal 2023, we made an even greater difference with our social programs, where we continued to invest to improve women's health around the world.

Moving first to the Hologic Global Women's Health Index, a partnership with Gallup, which gathers data on the state of women's health around the world. As an organization rooted in science, we understand that issues must be measured before they can be acted upon and ultimately resolved. We use the country-level data from the Index to inspire policy change, seeking to break down the barriers preventing women from receiving the care they need. In fiscal 2023, we expanded the scope of the Index, growing its reach from 122 to 143 countries, accounting for 97% of women around the world.

Turning next to our Global Access Initiative, a program promoting access to cost-effective and quality diagnostic testing to resource constrained countries in Africa. In fiscal 2023 the program continued to make an impact, delivering our instrumentation and testing solutions to detect disease states in virology, women's health, and COVID-19.

Finally, Hologic's title sponsorship with the Women's Tennis Association (WTA) also continues to be a winning partnership for women's health. In fiscal 2023, Hologic and the WTA introduced a Women's Health Taskforce, an important initiative seeking to address a broad range of health issues impacting women by setting a standard to support healthy lifecycles for female athletes and women at large.

To conclude, I would like to thank each of our nearly 7,000 employees around the world, our customers, our shareholders, and our outstanding Board of Directors for your support over the last twelve months. Fiscal 2023 was a remarkable year for Hologic, where we lived into our Purpose, Passion, and Promise and delivered on our commitments. I am more excited than ever as we plan for our future as the new and stronger Hologic.

Sincerely,

Stephen P. MacMillan

Chairman, President and

Chief Executive Officer

Thursday, March 7, 2024 8:00 a.m. Eastern Time

Boston Harbor Hotel 70 Rowes Wharf Boston, Massachusetts 02110

IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON MARCH 7, 2024:

The Proxy Statement, the Hologic Annual Report on Form 10-K for the fiscal year ended September 30, 2023 and the Proxy Card are available at www.proxyvote.com.

To Our Stockholders:

The Annual Meeting of Stockholders of Hologic, Inc., a Delaware corporation (''Hologic'' or the ''Company''), will be held on March 7, 2024 at 8:00 a.m., Eastern Time, at the Boston Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts 02110 for the following purposes:

1. To consider and act upon the election of the nine (9) nominees identified in the accompanying proxy statement to serve as directors for the ensuing year (Proposal No. 1);
2. To conduct an advisory vote to approve our executive compensation (Proposal No. 2);
3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2024 (Proposal No. 3); and
4. To transact such other business as may properly come before the meeting or any adjournment thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice.

Our Board of Directors (''Board'') has fixed the close of business on January 11, 2024 as the record date. Only stockholders of record at the close of business on the record date are entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof. All stockholders are cordially invited to attend the meeting. Stockholders who plan to attend the meeting must present valid photo identification. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring to the Annual Meeting your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission to the meeting; if you wish to vote these shares in person at the meeting, you must obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.

We are pleased to continue utilizing the Securities and Exchange Commission (SEC) rules that allow issuers to furnish proxy materials to their stockholders via the internet. We believe these rules allow us to provide you with the information you need while lowering the costs of delivery and reducing the environmental impact of the Annual Meeting. On or about January 18, 2024, we will mail to our stockholders of record as of January 11, 2024 (other than those who previously requested electronic or paper delivery on an ongoing basis) a Notice of Meeting and Important Notice Regarding the Availability of Proxy Materials containing instructions on how to access our proxy statement and our Annual Report on Form 10-K.

Our Board of Directors appreciates and encourages stockholder participation in the Company's affairs. Whether or not you plan to attend the meeting, it is important that your shares be represented.

January 18, 2024

By order of the Board of Directors,

MEETING AGENDA AND VOTING RECOMMENDATIONS

We encourage stockholders to elect to receive an email that will provide electronic links to our proxy materials as well as to the proxy voting site. For further information on how to sign up for electronic delivery, please see page 101 of this proxy statement.

TIME AND DATE

8:00 a.m. Eastern Time Thursday, March 7, 2024

Boston Harbor Hotel

Attendance:

All stockholders who were stockholders of record and beneficial owners as of January 11, 2024 may attend the Annual Meeting. Stockholders who plan to attend the meeting must present a valid government-issued picture identification such as a driver's license or passport. Stockholders of record will be verified against an official list available at the registration area. If your shares are held in the name of a bank, broker or other holder of record (an intermediary), please also bring your bank or brokerage statement evidencing your beneficial ownership of Hologic stock to gain admission. As the beneficial owner, you have the right to direct your intermediary on how to vote and are also invited to attend the meeting; however, since you are not the stockholder of record, you may not vote these shares in person at the meeting, unless you obtain a legal proxy from the holder of record of your shares and present it at the meeting. We reserve the right to deny admittance to anyone who cannot show valid identification or sufficient proof of share ownership as of the record date.

PLACE70 Rowes Wharf Boston, Massachusetts

YOUR VOTE IS IMPORTANT

Stockholders as of January 11, 2024, the record date, are entitled to vote. Each share of common stock is entitled to one vote for each of the proposals presented at the meeting.

Vote By Internet

Go to www.proxyvote.com and enter the 12-digit control number provided on your proxy card or voting instruction form.

Vote By Telephone

Call 800-690-6903 or the number on your proxy card or voting instruction form. You will need the 12-digit control number provided on your proxy card or voting instruction form.

Electronic Stockholder Document Delivery

We are pleased to offer our stockholders the benefits and convenience of electronic delivery of our proxy statements, annual reports and other stockholder materials. By electing to receive and access future documents electronically, you help Hologic to progress on its sustainability initiatives, reduce costs and benefit the environment by consuming fewer natural resources and creating less paper waste.

Vote By Mail

Complete, sign and date the proxy card or voting instruction form and mail it in the accompanying pre-addressed envelope.

Vote In Person

See the instructions regarding attendance at the Annual Meeting.

Performance Highlights

Hologic, Inc. is an innovative medical technology company primarily focused on improving women's health through early detection and treatment. The Company operates in the following markets: Diagnostics, Breast and Skeletal Health, and GYN Surgical.

Our market-leading products include our molecular diagnostic assays, our Panther and Panther Fusion fully automated molecular testing instruments, our ThinPrep Pap test, our Genius 3D Mammography technology, our NovaSure device for endometrial ablation, and our MyoSure system for intrauterine tissue removal.

Fiscal year 2023 was a remarkable year for Hologic. We delivered total revenue of $4.03 billion, GAAP EPS of $1.83, and non-GAAP EPS of $3.96. Our results showcased broad-based strength across our businesses, as each division grew double digits organically excluding the impact of COVID-19.

Through 2025, we continue to target 5% to 7% organic revenue growth in constant currency excluding the impact of COVID-19. For fiscal 2024 specifically, we guided that total Hologic revenue will grow within our 5% to 7% framework. When adjusting for the impact of four fewer selling days in fiscal 2024 compared to fiscal 2023, however, the business is projected to grow an additional 100 basis points, or between 6% and 8% for the year. Our fiscal 2024 guidance and commitment to our longer-term targets reflect that we are a new Hologic - larger, more durable, and built for the long term.

Fiscal 2023 once again highlighted that Hologic is an organization fundamentally guided by our Purpose, Passion and Promise. Despite a challenging macroeconomic and geopolitical environment, at Hologic we are resolute in our commitments. We are committed to delivering exceptional products and services for the women of the world, and tremendous financial results for our stockholders.

Operational highlights from fiscal 2023 include:

• In our Diagnostics division, we were led once again by our core Molecular franchise, which grew constant currency revenue approximately 19% in fiscal 2023 excluding the impact of COVID-19. Molecular's performance was driven by strong assay adoption from both our legacy women's health menu, as well as tremendous growth from newer assays on Panther such as BV CV/TV. In addition, our Biotheranostics acquisition from 2021 grew more than 30% in fiscal 2023.
• In our Breast Health division, fiscal 2023 highlighted the recovery in our Mammography business from supply chain headwinds in fiscal 2022. We are proud of how our teams stepped up, overcoming significant supply chain hurdles to deliver for our customers and breast cancer patients. Total Breast Health revenue grew more than 17% in constant currency in fiscal 2023.
• Our GYN Surgical division also had an exceptional fiscal year in 2023. The division grew approximately 16% organically in constant currency last year, with contributions from products throughout the portfolio. Core MyoSure and Fluent continue to power the division's near-term growth and we are optimistic about the future opportunities for our laparoscopic portfolio of Acessa and Bolder.
• Finally, we are thrilled to continue to invest in social initiatives made possible by our strong financial performance. Of note, first, we released the third annual findings of our Hologic Global Women's Health Index, a breakthrough survey measuring the experiences of women and girls across 143 countries and territories, accounting for 97% of women around the world. Second, we continue to lead with our Global Access Initiative, delivering high quality molecular diagnostic testing at affordable pricing to underserved communities. Third, we are thrilled to continue our partnership with the Women's Tennis Association, an organization who shares our values and champions women's health around the world.

15.6%

WORLDWIDE ORGANIC REVENUE GROWTH EX. COVID-19

15.6% organic growth

in constant currency for total Hologic excluding COVID-19. Each business grew more than 13% organically in fiscal 2023 excluding the impact of COVID-19.

19%

WORLDWIDE ORGANIC MOLECULAR DIAGNOSTICS REVENUE GROWTH EX. COVID-19

Approximately 19% organic growth in constant currency, excluding COVID-19.

$2.7b

CASH AND CASH EQUIVALENTS

Our cash balance provides tremendous flexibility in a dynamic macro environment.

0.1x

NET DEBT

Leverage under 1x provides firepower for internal investment, tuck-in M&A, and share repurchases.

$1.15b

SHARE REPURCHASES

Effectively deploying capital through October 2023, including a $500m accelerated share repurchase expected to be completed within our second quarter of fiscal 2024.

Financial highlights from fiscal 2023

• We drove top-line growth through a combination of our current market-leading products and services, as well as contributions from businesses acquired over the last several years and organic R&D efforts.
• We are a larger, more diversified, and stable business today, with a greater ability to weather macroeconomic headwinds.
• We continued to deploy our strong operating cash flows to accelerate growth by reinvesting in our business, and completing share repurchases.
• We are committed to using our strong revenue growth and profits to fund key social initiatives that, in turn, help us promote effective health policy and increase access to our products, ultimately benefiting more women.

Total Hologic organic revenue growth of 15.6% excluding COVID-19 in fiscal 2023, with each core business growing more than 13%. Our base business is more diverse, with more growth drivers, than ever before.

TENURE

Average tenure of 7 years

≤5

6-10

AGE

>10

40s

50s

Approximately 89% of our Board is independent

Independent

Not Independent

Board Practices

• Annual election of directors
• Eight of our nine director nominees are independent
• All committees consist solely of independent directors
• Regular executive sessions of independent directors
• Lead Independent Director
• 56% of our board nominees are women, including our Lead Independent Director and Chair of our Nominating and Corporate Governance Committee
• Board Committee oversight of environmental, social and governance (ESG) matters and reporting

Stockholder Matters

• Proxy access
• Active stockholder engagement
• Stockholders permitted to act by written consent
• Stockholder right to request a special meeting
• Annual say-on-pay advisory vote
• No shareholder rights plan (poison pill)
• Majority vote standard in uncontested elections of directors

• Double-triggerfor accelerated equity vesting upon a change of control
• 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

• No tax gross-ups on severance or change of control payments
• 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