EXACT Sciences (EXAS) CEO receives major RSU grant and tax-share withholding

Rhea-AI Filing Summary

EXACT SCIENCES CORP President and CEO Kevin T. Conroy reported multiple equity compensation transactions. On February 25, 2026, he was granted 154,829 restricted stock units, each representing a contingent right to receive one share of common stock, and received an additional 13,181 shares of common stock upon vesting of a restricted stock unit award.

On the same date, 6,196 shares of common stock were disposed of at $103.45 per share to satisfy tax withholding obligations in connection with the net-settlement of vested restricted stock units. A related footnote states these restricted stock units vest in four equal annual installments beginning on February 25, 2027. The filing also notes that, beyond the 1,521,721 shares of common stock reported, Mr. Conroy holds an additional 805,226 vested and unvested options and restricted stock units.

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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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 WI 53719

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/25/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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	02/25/2026		A		13,181(1)	A	$0	1,248,151	D
Common Stock	02/25/2026		F		6,196(2)	D	$103.45	1,241,955(3)	D
Common Stock								29,051	I	Held in 401(k) Plan
Common Stock								46,538	I	Held in Grantor Retained Annuity Trust
Common Stock								86,750	I	Held in Grantor Retained Annuity Trust
Common Stock								117,427	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
Restricted Stock Units	(4)	02/25/2026		A		154,829		(5)	(5)	Common Stock	154,829	$0.00	154,829	D

Explanation of Responses:

1. Represents shares of common stock received upon vesting of a restricted stock unit award.

2. Represents shares of Common Stock retained by the Issuer for tax withholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vesting of certain restricted stock units.

3. In addition to the shares of Common Stock reported on this Form 4, which total 1,521,721 shares, Mr. Conroy also holds, in the aggregate, an additional 805,226 vested and unvested options to purchase shares of Common Stock and restricted stock units, with each restricted stock unit representing a contingent right to receive one share of Common Stock.

4. Each restricted stock unit represents a contingent right to receive one share of common stock.

5. These restricted stock units vest in four equal annual installments beginning on February 25, 2027.

	/s/ Kevin T. Conroy by Mark Busch, attorney-in- fact	02/27/2026
	** 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).
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FAQ

What insider transactions did EXAS CEO Kevin Conroy report on this Form 4?

Kevin T. Conroy reported equity compensation activity, including a grant of 154,829 restricted stock units and 13,181 common shares from RSU vesting, plus 6,196 shares withheld at $103.45 each to cover tax obligations tied to vested restricted stock units.

How many restricted stock units did EXAS grant to CEO Kevin Conroy?

Kevin Conroy was granted 154,829 restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock, providing stock-based compensation that aligns his interests with shareholders over time as units convert into shares upon vesting.

When do Kevin Conroy’s new EXAS restricted stock units vest?

The restricted stock units vest in four equal annual installments beginning on February 25, 2027. This multi-year schedule is designed to encourage long-term retention, as portions of the award become deliverable as common shares each year through the vesting period.

What was the purpose of the 6,196 EXAS shares disposed of by Kevin Conroy?

The 6,196 common shares were retained by the issuer to cover tax withholding obligations at $103.45 per share. This tax-withholding disposition occurred in connection with the net-settlement of shares issued upon the vesting of certain restricted stock units.

How many EXAS equity awards does Kevin Conroy hold in addition to the shares on this Form 4?

In addition to the 1,521,721 shares of common stock reported, Kevin Conroy holds an aggregate of 805,226 vested and unvested options and restricted stock units. Each restricted stock unit represents a contingent right to receive one share of EXAS common stock in the future.

What indirect EXAS holdings are reported for Kevin Conroy on this Form 4?

The filing lists indirect holdings of EXAS common stock in several accounts, including 29,051 shares held in a 401(k) plan and additional share balances held in Grantor Retained Annuity Trusts, reflecting ownership through benefit and estate-planning related entities.