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| Common Shares, Without Par Value |
|
ABT |
|
| NYSE Texas [Member] |
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|
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 23, 2026
Date of Report
ABBOTT LABORATORIES
(Exact name of registrant as specified in
its charter)
| Illinois |
|
1-2189 |
|
36-0698440 |
| (State or other
jurisdiction of |
|
(Commission File Number) |
|
(IRS Employer Identification |
| incorporation) |
|
|
|
Number) |
100 Abbott Park Road
Abbott Park, Illinois 60064-6400
(Address of principal executive office)(Zip
Code)
(Registrant’s telephone number, including
area code): (224) 667-6100
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities Registered Pursuant to Section 12(b) of
the Act:
| Title of Each Class |
Trading
Symbol(s) |
Name of Each Exchange
on
Which Registered |
| Common
Shares, Without Par Value |
ABT |
New York Stock Exchange
NYSE Texas |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On March 23,
2026, Abbott Laboratories, an Illinois corporation (“Abbott”), completed the acquisition of Exact Sciences Corporation, a
Delaware corporation (“Exact Sciences”), pursuant to the Agreement and Plan of Merger, dated as of November 19, 2025 (the
“Merger Agreement”), by and among Abbott, Exact Sciences and Badger Merger Sub I, Inc., a Delaware corporation and a direct,
wholly owned subsidiary of Abbott (“Merger Sub”). Pursuant to the terms of, and subject to the conditions contained in, the
Merger Agreement, Merger Sub merged with and into Exact, with Exact surviving as a direct, wholly owned subsidiary of Abbott (the “Merger”).
At the effective
time of the Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Exact Sciences issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was
automatically converted into the right to receive $105.00 in cash, without interest, less any applicable withholding taxes.
The foregoing
description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement,
which is included as Exhibit 2.1 and is incorporated herein by reference.
On March 23,
2026, Abbott issued a press release announcing the closing of the Merger, a copy of which is filed as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit
No. |
|
Exhibit |
| 2.1 |
|
Agreement and Plan of Merger, dated as of November 19, 2025, by and among Abbott Laboratories, Badger Merger Sub I, Inc. and Exact Sciences Corporation (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Abbott Laboratories on November 20, 2025).* |
| |
|
|
| 99.1 |
|
Press Release, dated March 23, 2026. |
| |
|
|
| 104 |
|
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
* Schedules and exhibits have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon
request by the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
ABBOTT LABORATORIES |
| |
|
| |
|
| Date: March 23, 2026 |
By: |
/s/ Philip P. Boudreau |
| |
Name: |
Philip P. Boudreau |
| |
Title: |
Executive Vice President, Finance and Chief Financial Officer |
Exhibit 99.1
 |
News Release |
Abbott completes acquisition of Exact
Sciences
| · | Establishes
Abbott as a leader in fast-growing cancer screening and diagnostics segments |
| · | Advances
Abbott’s mission to make healthcare more accessible and give people more control over
their health |
ABBOTT PARK, Ill., March 23, 2026— Abbott (NYSE: ABT) today announced it has completed the acquisition of Exact Sciences, establishing Abbott as a leader in fast-growing
cancer screening and diagnostics segments and enabling the company to serve millions of additional people.
“Abbott’s global scale,
track record of operational and commercial excellence and work with healthcare systems around the world will expand access to important
tools for early cancer detection and personalized treatments,” said Robert B. Ford, chairman and chief executive officer, Abbott.
“With the legacy and deep expertise of the Exact Sciences team, we’re ready to transform cancer care.”
Pursuant to the terms of the merger agreement, upon completion of
the acquisition, Exact Sciences became a wholly owned subsidiary of Abbott. As a result of the completion of the acquisition, March
20, 2026 was the last day of trading of Exact Sciences shares on the Nasdaq Stock Market.
Strategic fit
The transaction positions Abbott to
advance diagnostics that are more preventative, predictive and personalized while expanding the company’s presence in one of the
fastest-growing areas of healthcare as global cancer incidence continues to rise. It also adds a new growth vertical to Abbott’s
already high-single-digit growth expectations, establishing leadership in the fast-growing $60 billion U.S. cancer screening and precision
oncology diagnostics segments.
Industry-leading offerings and pipeline
Abbott now has a comprehensive suite
of products and differentiated pipeline focused on the early detection of cancer and supporting personalized treatments. This includes
the Cologuard® test, a market-leading noninvasive colorectal cancer screening option; Oncotype DX®, which
informs personalized treatment decisions for patients with early-stage breast cancer; Oncodetect®, a tumor-informed molecular
residual disease (MRD) test to help identify cancer recurrence and guide follow-up care; and Cancerguard®, a multi-cancer
early detection blood test.
Abbott also adds a leading pipeline
of next-generation cancer screening and diagnostics designed to detect cancer even earlier, optimize treatment decisions and enable regular
monitoring to help people stay healthy and better manage the disease.
About Abbott
Abbott
is a global healthcare leader that helps people live more fully at all stages of life. Our portfolio of life-changing technologies spans
the spectrum of healthcare, with leading businesses and products in diagnostics, medical devices, nutritionals and branded generic medicines.
Our 122,000 colleagues serve people in more than 160 countries. Connect with us at abbott.com and
on LinkedIn, Facebook, Instagram, X and YouTube.
Forward-Looking Statements
This communication contains forward-looking
statements about, among other things, the acquisition of Exact Sciences by Abbott. Forward-looking statements involve substantial risks
and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks
and uncertainties include, among others, the following: the ability of Abbott to successfully integrate Exact Sciences’ operations;
the ability of Abbott to implement its plans, forecasts and other expectations with respect to Exact Sciences’ business after the
completion of the transaction; and risks related to the ability of Abbott to realize the anticipated synergies and benefits of the
transaction, including the possibility that the expected synergies and benefits from the transaction will not be realized or will not
be realized within the expected time period.
You should carefully consider the
foregoing factors and the other risks and uncertainties that affect the businesses of Abbott and Exact Sciences described in the “Risk
Factors” section in each of Abbott’s Annual Report on Form 10- K for the year ended December 31, 2025, and Exact Sciences’
Annual Report on Form 10-K for the year ended December 31, 2025, respectively, and their respective other reports filed with the SEC.
Free copies of these documents may be obtained from the SEC’s website at www.sec.gov. Forward-looking statements speak only as
of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Abbott undertakes no obligation,
and does not intend, to release publicly any revisions to forward-looking statements as a result of subsequent events or developments
or otherwise, except as required by law.
Abbott Media:
Scott Stoffel, (224) 668-5201
Abbott Financial:
Michael Comilla, (224) 668-1872
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