Abbott buyout sees Exact Sciences (EXAS) director surrender all shares

Rhea-AI Filing Summary

Exact Sciences director Paul J. Clancy disposed of his common stock in connection with the company’s cash merger with Abbott Laboratories. On March 23, 2026, he reported issuer dispositions totaling 26,038 shares of common stock, leaving him with zero shares after the transactions.

Under the merger agreement, each Exact Sciences share outstanding immediately before the effective time was converted into the right to receive $105.00 in cash, without interest. Shares of common stock that were subject to vesting or other restrictions under company stock plans were deemed fully vested at the effective time, then cancelled and converted into the same cash merger consideration, less any applicable tax withholding.

Insights

Equity analyst

Director’s remaining Exact Sciences equity is cashed out through Abbott’s all-cash merger.

Paul J. Clancy, a director of Exact Sciences, reported two issuer dispositions on March 23, 2026 totaling 26,038 shares of common stock. These are coded as disposition to issuer, reflecting shares being surrendered in the closing mechanics of an all-cash merger rather than open-market sales.

The footnotes describe a completed merger in which Abbott Laboratories acquired Exact Sciences via a merger subsidiary, with each common share converted into the right to receive $105.00 in cash. Equity awards subject to vesting or other restrictions were deemed fully vested at the effective time and similarly converted to cash, after tax withholding. Following these steps, Clancy no longer holds Exact Sciences shares, which is typical when a target becomes a wholly owned subsidiary in a cash transaction.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Clancy Paul J

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	20,640	$0.00	--
Disposition	Common Stock	5,398	$0.00	--

Holdings After Transaction: Common Stock — 5,398 shares (Direct)

Footnotes (1)

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. At the effective time of the Merger (the "Effective Time"), on the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), issued and outstanding immediately prior to the Effective Time, with certain exceptions, was converted into the right to receive $105.00 in cash, without interest (the "Merger Consideration"). At the Effective Time, each share of Common Stock subject to vesting, repurchase or other lapse restriction and that was granted under an Issuer stock plan 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, less any applicable tax withholding.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

X

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^*

Clancy Paul J

(Last) (First) (Middle)

C/O EXACT SCIENCES CORP.

5505 ENDEAVOR LANE

(Street)

MADISON WISCONSIN 53719

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [ EXAS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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		D		20,640	D	(1)	5,398	D
Common Stock	03/23/2026		D		5,398	D	(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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

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. At the effective time of the Merger (the "Effective Time"), on the terms and subject to the conditions set forth in the Merger Agreement, each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), issued and outstanding immediately prior to the Effective Time, with certain exceptions, was converted into the right to receive $105.00 in cash, without interest (the "Merger Consideration").

2. At the Effective Time, each share of Common Stock subject to vesting, repurchase or other lapse restriction and that was granted under an Issuer stock plan 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, less any applicable tax withholding.

	/s/ Paul J. Clancy 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)

FAQ

What insider transaction did Exact Sciences (EXAS) report for Paul J. Clancy?

Paul J. Clancy reported two issuer dispositions totaling 26,038 shares of Exact Sciences common stock. These were coded as dispositions to the issuer, tied to the completion of an all-cash merger, and left him with no remaining Exact Sciences shares afterward.

Was Paul J. Clancy’s Exact Sciences (EXAS) Form 4 a market sale or part of a merger?

The Form 4 reflects dispositions to the issuer as part of a merger, not open-market sales. Shares were surrendered in connection with Exact Sciences’ cash acquisition by Abbott Laboratories, where each share converted into the right to receive cash consideration.

What cash consideration did Exact Sciences (EXAS) shareholders receive in the Abbott merger?

Each share of Exact Sciences common stock outstanding immediately before the effective time was converted into the right to receive $105.00 in cash, without interest. This merger consideration applied to eligible shares under the terms and conditions of the merger agreement.

How were Exact Sciences (EXAS) restricted stock awards treated in the Abbott merger?

At the effective time of the merger, each share of Exact Sciences common stock subject to vesting or other lapse restrictions under company stock plans became fully vested, cancelled, and converted into the right to receive the $105.00 cash merger consideration, reduced by any required tax withholding.

Does Paul J. Clancy still own Exact Sciences (EXAS) shares after the reported Form 4 transactions?

After the two reported issuer dispositions, Paul J. Clancy’s reported holdings of Exact Sciences common stock decreased to zero shares. This reflects the cash-out of his position as Exact Sciences became a wholly owned subsidiary of Abbott Laboratories in an all-cash merger.

What corporate event underlies this Exact Sciences (EXAS) insider filing?

The filing references a merger in which a subsidiary of Abbott Laboratories merged with Exact Sciences, leaving Exact as a wholly owned Abbott subsidiary. At the effective time, each Exact Sciences common share was converted into the right to receive cash merger consideration of $105.00 per share.