| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [ EXAS ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 03/23/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/23/2026 | A | 119,312(1)(2) | A | $0 | 1,397,738 | D | |||
| Common Stock | 03/23/2026 | D | 1,397,738 | D | (3) | 0 | D | |||
| Common Stock | 03/23/2026 | D | 29,061 | D | (3) | 0 | I | Held in 401(k) Plan | ||
| Common Stock | 03/23/2026 | D | 46,538 | D | (3) | 0 | I | Held in Grantor Retained Annuity Trust | ||
| Common Stock | 03/23/2026 | D | 86,750 | D | (3) | 0 | I | Held in Grantor Retained Annuity Trust | ||
| Common Stock | 03/23/2026 | D | 117,427 | D | (3) | 0 | I | Held in Grantor Retained Annuity Trust | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Options (Right to Buy) | $21.68 | 03/23/2026 | D | 235,388 | (4) | (4) | Common Stock | 235,388 | (5) | 0 | D | ||||
| Stock Options (Right to Buy) | $44.37 | 03/23/2026 | D | 66,047 | (8) | (8) | Common Stock | 66,047 | (5) | 0 | D | ||||
| Stock Options (Right to Buy) | $92.62 | 03/23/2026 | D | 34,110 | (9) | (9) | Common Stock | 34,110 | (5) | 0 | D | ||||
| Stock Options (Right to Buy) | $98.18 | 03/23/2026 | D | 100,916 | (10) | (10) | Common Stock | 100,916 | (5) | 0 | D | ||||
| Restricted Stock Units | (6) | 03/23/2026 | D | 18,143 | (15) | (15) | Common Stock | 18,143 | (7) | 0 | D | ||||
| Restricted Stock Units | (6) | 03/23/2026 | D | 44,336 | (11) | (11) | Common Stock | 44,336 | (7) | 0 | D | ||||
| Restricted Stock Units | (6) | 03/23/2026 | D | 83,360 | (12) | (12) | Common Stock | 83,360 | (7) | 0 | D | ||||
| Restricted Stock Units | (6) | 03/23/2026 | D | 154,829 | (13) | (13) | Common Stock | 154,829 | (14) | 0 | D | ||||
| Explanation of Responses: |
| 1. On March 23, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 19, 2025, by and among Exact Sciences Corporation, a Delaware corporation (the "Issuer"), Abbott Laboratories, an Illinois corporation ("Parent"), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct, wholly owned subsidiary of Parent. |
| 2. At the effective time of the Merger (the "Effective Time"), each performance based restricted stock unit ("PSU") outstanding as of immediately prior to the Effective Time was deemed to be fully vested, with any performance conditions deemed satisfied based on actual levels of achievement of applicable target levels as of November 19, 2025, and was cancelled and converted into the right to receive $105.00 in cash, without interest (the "Merger Consideration") in respect of each share of the Issuer's common stock, par value $0.01 per share ("Common Stock") subject to such PSU, less any applicable tax withholding. |
| 3. At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock, issued and outstanding immediately prior to the Effective Time, with certain exceptions, was converted into the right to receive the Merger Consideration. |
| 4. These options became exercisable in full on February 23, 2021. |
| 5. At the Effective Time, each option to purchase shares of Common Stock granted under an Issuer stock plan and outstanding and unexercised as of immediately prior to the Effective Time was cancelled and, in the case of any such option the per-share exercise price of which was less than the Merger Consideration, converted into the right to receive a cash payment equal to the number of shares of Common Stock for which such option was exercisable multiplied by the excess of the Merger Consideration over the per-share exercise price of such option, less any applicable tax withholding |
| 6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. |
| 7. At the Effective Time, each RSU granted under an Issuer stock plan before November 19, 2025 and outstanding as of immediately prior to the Effective Time was deemed to be fully vested and cancelled and converted into the right to receive the Merger Consideration in respect of each share of Common Stock subject to such RSU, less any applicable tax withholding. |
| 8. These options became exercisable on February 27, 2022. |
| 9. These options became exercisable on February 26, 2023. |
| 10. These options became exercisable on February 14, 2024. |
| 11. These RSUs vest in four equal annual installments beginning on February 28, 2025. |
| 12. These RSUs vest in four equal annual installments beginning on February 27, 2026. |
| 13. These RSUs vest in four equal annual installments beginning on February 25, 2027. |
| 14. At the Effective Time, each outstanding RSU as of immediately prior to the Effective Time that was granted on or after November 19, 2025 was assumed by Parent at the Effective Time as a Parent restricted stock unit on substantially the same terms and conditions as were applicable to the corresponding RSU (including with respect to double-trigger vesting protections), with the number of Parent common shares underlying such Parent restricted stock unit determined based on the Merger Consideration divided by the average closing price of a Parent common share for the 10 consecutive trading days ending on and including the trading day immediately preceding the Effective Time. |
| 15. These RSUs vest in four equal annual installments beginning on February 28, 2024. |
| /s/ Kevin T. Conroy by Mark Busch, attorney-in- fact | 03/23/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||