Exact Sciences (EXAS) CEO reports RSU vesting and tax-withheld share dispositions

Rhea-AI Filing Summary

Exact Sciences President and CEO Kevin T. Conroy reported multiple equity compensation events involving restricted stock units and common stock. On February 27, 2026, several restricted stock unit awards vested, each unit representing a right to receive one share of common stock.

Upon vesting, Mr. Conroy acquired corresponding shares of common stock through derivative exercises, and the company retained blocks of 8,528, 10,419, and 13,060 shares at $103.25 per share for tax withholding purposes. After these transactions, he directly held 1,278,045 shares in various accounts and plans, plus additional indirect holdings.

A footnote states that, in addition to the common shares reported, Mr. Conroy also holds an aggregate of 737,129 vested and unvested options and restricted stock units, each unit representing a contingent right to receive one share of common stock.

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
Estimated average burden
hours per response:			0.5

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)
02/27/2026

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	02/27/2026		M		18,143(1)	A	$0	1,260,098	D
Common Stock	02/27/2026		F		8,528(2)	D	$103.25	1,251,570	D
Common Stock	02/27/2026		M		22,168(1)	A	$0	1,273,738	D
Common Stock	02/27/2026		F		10,419(2)	D	$103.25	1,263,319	D
Common Stock	02/27/2026		M		27,786(1)	A	$0	1,291,105	D
Common Stock	02/27/2026		F		13,060(2)	D	$103.25	1,278,045(3)	D
Common Stock								29,061	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)	02/27/2026		M			18,143	(5)	(5)	Common Stock	18,143	$0	18,143	D
Restricted Stock Units	(4)	02/27/2026		M			22,168	(6)	(6)	Common Stock	22,168	$0	44,336	D
Restricted Stock Units	(4)	02/27/2026		M			27,786	(7)	(7)	Common Stock	27,768	$0	83,360	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 Exact Sciences Corporation 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 1,557,821 shares, Mr. Conroy also holds, in the aggregate, an additional 737,129 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. Represents a restricted stock unit award granted on February 24, 2023 that partially vested on February 27, 2026. The restricted stock units vest in four equal annual installments on the last trading day of February.

6. Represents a restricted stock unit award granted on February 26, 2024 that partially vested on February 27, 2026. The restricted stock units vest in four equal annual installments on the last trading day of February.

7. Represents a restricted stock unit award granted on February 24, 2025 that partially vested on February 27, 2026. The restricted stock units vest in four equal annual installments on the last trading day of February.

	/s/ Kevin T. Conroy by Mark Busch, attorney-in- fact	03/03/2026
	** 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.

FAQ

What did Exact Sciences (EXAS) CEO Kevin Conroy report on this Form 4?

Kevin Conroy reported vesting of restricted stock units and related issuances of Exact Sciences common stock. Shares were delivered upon RSU vesting, while a portion was retained by the company to cover tax withholding obligations tied to these equity awards.

How were restricted stock units for Exact Sciences (EXAS) CEO settled?

Restricted stock units were settled in Exact Sciences common stock when they vested. Each unit represents a contingent right to receive one share, and several grants partially vested on February 27, 2026, consistent with their four-year annual vesting schedules.

Why were some Exact Sciences (EXAS) shares coded with transaction code F?

Transactions coded F reflect shares withheld to satisfy tax liabilities on vested awards. Exact Sciences retained shares of common stock at a price of $103.25 per share to cover withholding taxes, rather than requiring the CEO to pay cash for those obligations.

How many Exact Sciences (EXAS) shares and awards does Kevin Conroy hold after these transactions?

A footnote states he holds 1,557,821 shares of Exact Sciences common stock reported on this Form 4. He also holds an additional 737,129 vested and unvested options and restricted stock units, each unit representing a contingent right to receive one share.

Were the Exact Sciences (EXAS) Form 4 transactions open-market buys or sales?

The reported Form 4 activity reflects equity award vesting, exercises, and tax withholding, not open-market trades. Common stock was issued upon restricted stock unit vesting, and some shares were withheld by Exact Sciences to pay related tax liabilities.

What do the vesting schedules mean for Exact Sciences (EXAS) CEO equity awards?

The footnotes explain that RSU awards granted in 2023, 2024 and 2025 vest in four equal annual installments. Each vests on the last trading day of February, meaning additional portions will vest in future years if service-based conditions continue to be satisfied.