Abbott deal converts Exact Sciences (EXAS) GC Herriott’s stock, options and RSUs

Rhea-AI Filing Summary

Exact Sciences Corporation senior vice president and general counsel James Herriott reported the final treatment of his equity as the company was acquired by Abbott Laboratories. On the March 23, 2026 merger closing, each Exact Sciences common share was converted into the right to receive $105.00 in cash, without interest.

Herriott’s outstanding stock options were cancelled and, where the exercise price was below $105.00 per share, converted into a cash right equal to the spread over the merger price, less taxes. His Exact Sciences restricted stock units were similarly terminated as issuer awards, with RSUs granted on or after November 19, 2025 assumed by Abbott as new parent RSUs on substantially the same terms.

This Form 4 records a series of dispositions to the issuer, not open‑market trades, and reflects that Herriott no longer holds Exact Sciences equity following the merger, with his continuing equity exposure now in Abbott equity-based awards.

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

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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^*

Herriott James

(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)
	SVP, General Counsel & Sec

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		68,195	D	(1)	0	D
Common Stock	03/23/2026		D		1,762	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)	$92.62	03/23/2026		D			793	(2)	(2)	Common Stock	793	(3)	0	D
Stock Options (Right to Buy)	$98.18	03/23/2026		D			2,861	(4)	(4)	Common Stock	2,861	(3)	0	D
Restricted Stock Units	(5)	03/23/2026		D			20,321	(6)	(6)	Common Stock	20,321	(7)	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. These options became exercisable on February 26, 2023.

3. 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

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

5. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

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

7. 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/ James Herriott 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 the Exact Sciences (EXAS) Form 4 for James Herriott report?

The Form 4 reports that James Herriott’s Exact Sciences equity was disposed of in connection with the Abbott merger. His shares, options, and RSUs were cancelled or converted into cash and new Abbott equity awards under the merger terms.

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

Each Exact Sciences common share was converted into the right to receive $105.00 in cash. This amount, called the Merger Consideration, was paid without interest to holders of issued and outstanding shares at the effective time of the merger.

What happened to James Herriott’s Exact Sciences stock options in this filing?

His outstanding Exact Sciences stock options were cancelled at closing and, where the exercise price was below $105.00, converted into cash. The cash due equaled in-the-money value per option, reduced by applicable tax withholding obligations at settlement.

How were Exact Sciences (EXAS) restricted stock units handled for Herriott?

Each Exact Sciences RSU represented a right to one share of common stock and was terminated as an issuer award. RSUs granted on or after November 19, 2025 were assumed by Abbott as new parent RSUs on substantially the same vesting and protection terms.

Does this James Herriott Form 4 show open-market sales of EXAS stock?

No. The transactions are coded as dispositions to the issuer tied to the merger. They reflect cancellation or conversion of equity awards and common shares under the merger agreement, not discretionary open‑market purchases or sales on a stock exchange.

What does the $105.00 Merger Consideration mean for EXAS shareholders?

The $105.00 Merger Consideration is the cash paid per share to Exact Sciences shareholders at the effective time. Each issued and outstanding share, with certain exceptions, was converted into this fixed cash amount when Abbott’s acquisition of the company closed.