Exact Sciences (EXAS) director has equity cancelled and cashed out at $105 per share in Abbott merger

Rhea-AI Filing Summary

Exact Sciences Corporation director D. Scott Coward reported the cancellation and disposition of his equity in connection with the company’s merger with Abbott Laboratories. At the merger’s effective time, each Exact Sciences common share was converted into the right to receive $105.00 in cash, without interest. Coward’s restricted and other common shares, including shares held in a 401(k) plan, were deemed fully vested, cancelled, and converted into the cash merger consideration, subject to tax withholding. His outstanding stock options with exercise prices below $105.00 were cancelled and converted into cash equal to the spread between $105.00 and the option exercise price, multiplied by the underlying shares. Following these issuer dispositions, the Form 4 shows he no longer holds Exact Sciences common stock or related stock options.

Insights

Equity compensation and M&A analyst

Director’s Exact Sciences equity was cashed out and cancelled in the Abbott merger, with no remaining holdings reported.

The transactions reflect issuer dispositions tied to Exact Sciences’ merger with Abbott Laboratories, not open-market trading. Each common share became a right to receive $105.00 cash, and equity awards under company plans were fully vested, cancelled, and converted into cash.

Stock options with exercise prices below $105.00 were cancelled and converted into cash based on the difference between $105.00 and the strike price. The filing shows no remaining stock options or shares for D. Scott Coward after these actions, indicating his equity exposure to Exact Sciences ended at the merger closing.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider COWARD D SCOTT

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Options (Right to Buy)	4,175	$0.00	--
Disposition	Stock Options (Right to Buy)	10,786	$0.00	--
Disposition	Stock Options (Right to Buy)	12,875	$0.00	--
Disposition	Common Stock	52,164	$0.00	--
Disposition	Common Stock	5,398	$0.00	--
Disposition	Common Stock	4,694	$0.00	--

Holdings After Transaction: Stock Options (Right to Buy) — 0 shares (Direct); Common Stock — 5,398 shares (Direct); Common Stock — 0 shares (Indirect, Held in 401(k) Plan)

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. These options became exercisable on February 27, 2022. 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 These options became exercisable on February 26, 2023. These options became exercisable on February 14, 2024.

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
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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^*

COWARD D SCOTT

(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		52,164	D	(1)	5,398	D
Common Stock	03/23/2026		D		5,398	D	(2)	0	D
Common Stock	03/23/2026		D		4,694	D	(1)	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
Stock Options (Right to Buy)	$44.37	03/23/2026		D			4,175	(3)	(3)	Common Stock	4,175	(4)	0	D
Stock Options (Right to Buy)	$92.62	03/23/2026		D			10,786	(5)	(5)	Common Stock	10,786	(4)	0	D
Stock Options (Right to Buy)	$98.18	03/23/2026		D			12,875	(6)	(6)	Common Stock	12,875	(4)	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. 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.

3. These options became exercisable on February 27, 2022.

4. 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

5. These options became exercisable on February 26, 2023.

6. These options became exercisable on February 14, 2024.

	/s/ D. Scott Coward 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 did Exact Sciences (EXAS) director D. Scott Coward report on this Form 4?

He reported issuer dispositions of his Exact Sciences equity tied to the Abbott merger. His common shares and eligible stock options were cancelled at the merger’s effective time and converted into cash rights based on the agreed $105.00 per-share merger consideration.

How were Exact Sciences (EXAS) common shares treated in the Abbott merger?

Each outstanding Exact Sciences common share was converted into the right to receive $105.00 in cash, without interest. This applied at the merger’s effective time, subject to limited exceptions described, effectively cashing out shareholders’ positions in exchange for a fixed per-share payment.

What happened to Exact Sciences (EXAS) restricted stock and other unvested shares?

At the effective time, each share subject to vesting, repurchase, or similar restrictions under an Exact Sciences stock plan became fully vested, then was cancelled. Those shares were converted into the right to receive the same $105.00 cash merger consideration, reduced by any required tax withholding.

How were Exact Sciences (EXAS) stock options handled for D. Scott Coward?

Each unexercised stock option with an exercise price below the $105.00 merger consideration was cancelled and converted into cash. The cash amount equaled the number of underlying shares multiplied by the difference between $105.00 and the option’s per-share exercise price.

Did D. Scott Coward retain any Exact Sciences (EXAS) shares or options after these transactions?

The Form 4 indicates he did not. After the issuer dispositions and cancellations at the merger’s effective time, the reported post-transaction holdings for both common stock and stock options are zero, meaning no remaining Exact Sciences equity position is shown.

Were any of D. Scott Coward’s Exact Sciences (EXAS) holdings in retirement plans affected?

Yes. The Form 4 shows common stock held indirectly in a 401(k) plan was also disposed of to the issuer. Those shares were cancelled at the merger’s effective time and converted into the same $105.00 per-share cash merger consideration described for other common shares.