Abbott buys Exact Sciences (NASDAQ: EXAS) in $105-per-share cash merger

Rhea-AI Filing Summary

EXACT Sciences Corp director Katherine S. Zanotti reported disposing of all her common stock in connection with the company’s acquisition by Abbott Laboratories. On March 23, 2026, Badger Merger Sub I, Inc. merged with Exact Sciences, leaving Exact as a wholly owned Abbott subsidiary.

At the merger’s effective time, each outstanding share of Exact Sciences common stock was converted into the right to receive $105.00 in cash, without interest. Zanotti’s 55,361 shares, plus an additional 5,398 shares, were cancelled and converted into the cash merger consideration, leaving her with no remaining Exact Sciences holdings. All restricted shares under company plans became fully vested and were also converted into the same cash amount per share, net of any tax withholding.

Positive

• All-cash acquisition at $105.00 per share provides a defined exit value for EXACT Sciences shareholders as the company becomes a wholly owned subsidiary of Abbott Laboratories.

Negative

• None.

Insights

M&A and equity analyst

Exact Sciences shareholders receive $105 per share in all-cash Abbott deal.

The transactions show completion of the acquisition of EXACT Sciences Corp by Abbott Laboratories. Each Exact share was converted into the right to receive $105.00 in cash, and the company became a wholly owned Abbott subsidiary at the merger’s effective time.

For shareholders, this replaces equity in Exact with a fixed cash payout, ending participation in the company’s future upside or downside. Equity awards subject to vesting were fully vested, cancelled, and converted into the same cash consideration per share, after tax withholding, aligning employee and director equity treatment with common shareholders.

The director’s Form 4 shows a complete disposition of 55,361 shares followed by 5,398 additional shares, resulting in zero post-transaction holdings. This is a mechanical consequence of the merger structure rather than an open-market sale, but it confirms the cash-out of public shareholders at the stated per-share price.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zanotti Katherine S

Role Director

Type	Security	Shares	Price	Value
Disposition	Common Stock	55,361	$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^*

Zanotti Katherine S

(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		55,361	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/ Katherine S. Zanotti 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) director Katherine Zanotti report?

Katherine S. Zanotti reported disposing of all her EXACT Sciences common stock. Her holdings were cancelled and converted into cash when Abbott’s merger closed, leaving her with no remaining EXAS shares after the transaction.

How much will EXACT Sciences (EXAS) shareholders receive per share in the Abbott deal?

Each share of EXACT Sciences common stock is being converted into the right to receive $105.00 in cash. This all-cash merger consideration applies to shares outstanding at the effective time, replacing shareholders’ equity stakes with a fixed payout.

Was the EXACT Sciences (EXAS) director sale an open-market transaction?

No, the reported dispositions are to the issuer as part of the merger structure. Zanotti’s shares were cancelled and converted into the $105.00 per share cash consideration, rather than being sold on the open market through regular trading.

What happened to EXACT Sciences (EXAS) restricted stock and equity awards in the merger?

At the merger’s effective time, each share of EXACT Sciences common stock subject to vesting or other restrictions became fully vested, cancelled, and converted into the right to receive $105.00 in cash per share, reduced by any required tax withholding.

What does the Abbott merger mean for EXACT Sciences (EXAS) as a company?

Following the merger, Exact Sciences survives as a direct, wholly owned subsidiary of Abbott Laboratories. Public shareholders are cashed out at $105.00 per share, and EXAS no longer functions as an independent, publicly traded company after the transaction.