Executive equity overhauled as Exact Sciences (EXAS) completes Abbott cash merger

Rhea-AI Filing Summary

Exact Sciences EVP Brian Baranick reported changes in his equity as the Abbott acquisition closed. On March 23, 2026, Exact Sciences merged into a wholly owned Abbott subsidiary, with each share of Exact common stock converted into the right to receive $105.00 in cash.

At the merger’s effective time, his performance-based restricted stock units became fully vested based on actual performance levels and were cancelled for cash at $105.00 per underlying share. His outstanding restricted stock units were disposed of or converted, and his Exact common stock holdings, including shares in a 401(k) plan, were surrendered to the issuer, leaving no remaining Exact holdings reported after these transactions.

Certain restricted stock units granted on or after November 19, 2025 were assumed by Abbott as replacement restricted stock units on substantially the same terms, with the new awards vesting in four equal annual installments beginning on February 25, 2027.

Insights

Equity compensation and M&A specialist

Executive equity is cashed out and rolled into Abbott awards as the merger closes.

The disclosure shows how EVP Brian Baranick’s Exact Sciences equity was treated in the Abbott takeover. Each Exact common share and performance-based restricted stock unit converted into the right to receive $105.00 in cash at the merger’s effective time.

Performance-based restricted stock units vested based on actual performance levels as of November 19, 2025, then were cancelled for cash. Other outstanding restricted stock units granted on or after that date were not cashed out but were assumed by Abbott as replacement awards on largely the same terms.

The assumed Abbott restricted stock units will vest over four equal annual installments beginning on February 25, 2027, illustrating a typical change-of-control structure that both delivers cash consideration and preserves long-term incentives under the new parent. The filing does not present open-market buying or selling, but rather mechanical treatment of awards in a completed merger.

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

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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^*

Baranick Brian

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GM, Precision Oncology

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		A		33,321(1)(2)	A	$0	137,195	D
Common Stock	03/23/2026		D		137,195	D	(3)	0	D
Common Stock	03/23/2026		D		795	D	(3)	0	I	Held in 401(k) Plan

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
Restricted Stock Units	(4)	03/23/2026		D			28,063	(5)	(5)	Common Stock	28,063	(6)	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. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

5. These RSUs vest in four equal annual installments beginning on February 25, 2027.

6. 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.

	/s/ Brian Baranick 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

How did the Abbott merger affect Exact Sciences (EXAS) common shareholders?

Each share of Exact Sciences common stock was converted into the right to receive $105.00 in cash at the merger’s effective time. This all-cash consideration replaced shareholders’ equity stakes when Exact Sciences became a wholly owned subsidiary of Abbott Laboratories through the completed merger.

What happened to Brian Baranick’s performance-based restricted stock units in EXAS?

At the merger’s effective time, all outstanding performance-based restricted stock units became fully vested, with performance measured as of November 19, 2025. These units were then cancelled and converted into the right to receive $105.00 in cash per underlying share, less any required tax withholdings.

How were EXAS restricted stock units granted after November 19, 2025 treated?

Restricted stock units granted on or after November 19, 2025 were assumed by Abbott as new Abbott restricted stock units. They carry substantially the same terms and double-trigger protections, with the number of Abbott shares determined using the $105.00 merger consideration and Abbott’s 10-day average share price.

When will the assumed Abbott restricted stock units issued to the EXAS executive vest?

The assumed Abbott restricted stock units are scheduled to vest in four equal annual installments beginning on February 25, 2027. This structure extends the executive’s long-term incentive horizon under Abbott’s equity program following the completion of the Exact Sciences merger.

Did Brian Baranick retain any Exact Sciences securities after the merger with Abbott?

Following the merger’s effective time, the Form 4 shows no remaining Exact Sciences holdings for Brian Baranick. His common stock, restricted stock units, and 401(k) plan shares were converted or surrendered as part of the transaction, replaced by cash rights and assumed Abbott restricted stock units.

What does transaction code D indicate for the EXAS executive’s holdings?

Transaction code D in this context reflects dispositions to the issuer tied to the merger mechanics, not open-market sales. It covers the surrender or cancellation of restricted stock units, common shares, and 401(k) plan shares in exchange for cash consideration or conversion into replacement awards.