Abbott deal: Exact Sciences (EXAS) CEO equity cashed out or converted

Rhea-AI Filing Summary

Exact Sciences Corporation completed its merger with a subsidiary of Abbott Laboratories on March 23, 2026, with Exact Sciences becoming a wholly owned Abbott subsidiary. At the merger’s effective time, each share of Exact Sciences common stock was converted into the right to receive $105.00 in cash per share, subject to tax withholding.

For President and CEO Kevin T. Conroy, all reported stock options and restricted stock units were cancelled and treated in cash or converted into Abbott equity under the merger agreement. In-the-money options were cancelled for a cash payment based on the $105.00 merger consideration minus the option exercise price, while performance-based and time-based RSUs were either fully vested and paid in cash or assumed as Abbott restricted stock units. Following these transactions, the filing shows no remaining Exact Sciences common stock or derivatives reported for Conroy.

Insights

Equity compensation and M&A analyst

CEO’s Exact Sciences equity is fully cashed out or converted as Abbott closes its acquisition.

The transactions show how Exact Sciences equity awards held by President and CEO Kevin T. Conroy were settled when Abbott’s merger closed. Each common share was converted into the right to receive $105.00 in cash, and equity awards followed detailed merger terms.

In-the-money stock options were cancelled and converted into cash equal to the number of shares underlying each option times the excess of the $105.00 merger price over the option’s exercise price. Performance-based and time-based RSUs granted before November 19, 2025 were deemed fully vested, then cancelled for a cash payment per share, subject to tax withholding.

RSUs granted on or after November 19, 2025 were not cashed out; instead, they were assumed by Abbott and converted into Abbott restricted stock units using a formula based on the merger price and Abbott’s average share price over 10 trading days before closing. With total shares following the reported transactions shown as zero and no remaining derivatives listed, this Form 4 indicates Conroy no longer holds Exact Sciences securities after the 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^*

Conroy Kevin T

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		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)
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)

FAQ

What does the Form 4 for EXACT SCIENCES CORP (EXAS) CEO Kevin Conroy show?

The Form 4 shows how Kevin Conroy’s Exact Sciences equity was settled when Abbott’s merger closed. His common shares, options, and RSUs were cancelled and either paid in cash at $105 per share or converted into Abbott restricted stock units under the merger agreement.

What cash consideration did EXAS shareholders receive in the Abbott merger?

Each Exact Sciences (EXAS) common share was converted into the right to receive $105.00 in cash. This merger consideration applied to common stock and also determined cash payments for in-the-money stock options and vested restricted stock units, subject to applicable tax withholding at closing.

How were Kevin Conroy’s stock options in EXAS treated at the merger closing?

At the merger’s effective time, each outstanding Exact Sciences stock option with an exercise price below $105.00 was cancelled. It was converted into a cash payment equal to the number of option shares multiplied by the $105.00 merger price minus the option’s per-share exercise price, less tax withholding.

What happened to performance-based and time-based RSUs for EXAS in this filing?

Performance-based RSUs outstanding before the effective time were deemed fully vested based on actual performance as of November 19, 2025, then cancelled and paid $105.00 per share in cash. Time-based RSUs granted before November 19, 2025 were similarly fully vested and cashed out at the same per-share merger consideration.

How were newer EXAS restricted stock units handled in the Abbott acquisition?

RSUs granted on or after November 19, 2025 were not cashed out. Instead, they were assumed by Abbott as restricted stock units in Abbott shares, using a conversion based on the $105.00 merger price and Abbott’s average share price over ten trading days before the effective time.

Does Kevin Conroy retain any Exact Sciences (EXAS) securities after these transactions?

The Form 4 shows total shares following each reported Exact Sciences transaction as zero and lists no remaining derivatives. Based on this filing, Kevin Conroy no longer holds Exact Sciences common stock or stock options after the merger’s effective time.