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.
Positive
- None.
Negative
- None.
Insights
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Options (Right to Buy) | 235,388 | $0.00 | -- |
| Disposition | Stock Options (Right to Buy) | 66,047 | $0.00 | -- |
| Disposition | Stock Options (Right to Buy) | 34,110 | $0.00 | -- |
| Disposition | Stock Options (Right to Buy) | 100,916 | $0.00 | -- |
| Disposition | Restricted Stock Units | 18,143 | $0.00 | -- |
| Disposition | Restricted Stock Units | 44,336 | $0.00 | -- |
| Disposition | Restricted Stock Units | 83,360 | $0.00 | -- |
| Disposition | Restricted Stock Units | 154,829 | $0.00 | -- |
| Grant/Award | Common Stock | 119,312 | $0.00 | -- |
| Disposition | Common Stock | 1,397,738 | $0.00 | -- |
| Disposition | Common Stock | 29,061 | $0.00 | -- |
| Disposition | Common Stock | 46,538 | $0.00 | -- |
| Disposition | Common Stock | 86,750 | $0.00 | -- |
| Disposition | Common Stock | 117,427 | $0.00 | -- |
Footnotes (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"), 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. 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. These options became exercisable in full on February 23, 2021. 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 Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. 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. These options became exercisable on February 27, 2022. These options became exercisable on February 26, 2023. These options became exercisable on February 14, 2024. These RSUs vest in four equal annual installments beginning on February 28, 2025. These RSUs vest in four equal annual installments beginning on February 27, 2026. These RSUs vest in four equal annual installments beginning on February 25, 2027. 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. These RSUs vest in four equal annual installments beginning on February 28, 2024.
