Abbott-Exact Sciences (EXAS) deal cashes exec equity at $105 per share

Rhea-AI Filing Summary

EXACT SCIENCES CORP EVP and GM of Screening Jacob A. Orville reported merger-related equity changes tied to the company’s acquisition by Abbott Laboratories. In the merger, each share of common stock was converted into the right to receive $105.00 in cash.

On March 23, 2026, the executive disposed of stock options, restricted stock units, and common shares (including 401(k) holdings) back to the issuer as part of the transaction and received a grant of 53,323 shares of common stock as a compensation award. The new award vests in four equal annual installments beginning on February 25, 2027.

Insider Trade Summary

5 transactions reported

Mixed 5 txns

Insider ORVILLE JACOB A

Role EVP, GM, Screening

Type	Security	Shares	Price	Value
Disposition	Stock Options (Right to Buy)	6,581	$0.00	--
Disposition	Restricted Stock Units	38,707	$0.00	--
Grant/Award	Common Stock	53,323	$0.00	--
Disposition	Common Stock	153,726	$0.00	--
Disposition	Common Stock	1,774	$0.00	--

Holdings After Transaction: Stock Options (Right to Buy) — 0 shares (Direct); Restricted Stock Units — 0 shares (Direct); Common Stock — 153,726 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"), 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 on February 14, 2024. 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. These RSUs vest in four equal annual installments beginning on February 25, 2027. At the Effective Time, each RSU granted under an Issuer stock plan outstanding 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.

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
Estimated average burden
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^*

ORVILLE JACOB A

(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)
	EVP, GM, Screening

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		A		53,323(1)(2)	A	$0	153,726	D
Common Stock	03/23/2026		D		153,726	D	(3)	0	D
Common Stock	03/23/2026		D		1,774	D	(3)	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)	$98.18	03/23/2026		D			6,581	(4)	(4)	Common Stock	6,581	(5)	0	D
Restricted Stock Units	(6)	03/23/2026		D			38,707	(7)	(7)	Common Stock	38,707	(8)	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.

2. 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.

3. 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.

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

5. 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

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

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

8. At the Effective Time, each RSU granted under an Issuer stock plan outstanding 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/ Jacob A. Orville 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 insider transactions did EXACT SCIENCES (EXAS) report for Jacob A. Orville?

Jacob A. Orville, EVP and GM of Screening, reported merger-related dispositions of stock options, restricted stock units, and common stock, plus a grant of 53,323 shares as a compensation award, all dated March 23, 2026, with no open-market buys or sells.

How is the Abbott merger reflected in this EXACT SCIENCES (EXAS) Form 4?

The Form 4 shows that, at the merger’s effective time, each Exact Sciences common share converted into the right to receive $105.00 in cash, while equity awards such as options, PSUs, and RSUs were cancelled, cashed out, or assumed on specified terms under the merger agreement.

What happened to Jacob A. Orville’s stock options and PSUs in the EXAS merger?

Outstanding performance-based restricted stock units became fully vested and were cancelled for $105.00 per underlying share in cash. Options with exercise prices below $105.00 were cancelled and converted into a cash payment equal to the spread per share, less applicable tax withholding obligations.

How were restricted stock units treated in the EXACT SCIENCES (EXAS) and Abbott deal?

Each RSU represents a right to one share of common stock. RSUs granted on or after November 19, 2025 were assumed by Abbott as new Abbott RSUs on substantially the same terms, with the number of Abbott shares based on the $105.00 merger consideration and Abbott’s 10-day average share price.

What are the vesting terms of Jacob A. Orville’s new 53,323-share award at EXAS?

The 53,323-share compensation award vests in four equal annual installments. Vesting begins on February 25, 2027, meaning one-quarter of the award is scheduled to vest each year over four years, subject to the applicable award terms and continued service conditions.

Did Jacob A. Orville retain any EXACT SCIENCES (EXAS) shares after these transactions?

After the reported dispositions of direct and 401(k) common stock holdings back to the issuer, the Form 4 shows zero common shares remaining directly or indirectly owned. His continuing equity exposure is through the new award and any assumed or converted awards described in the merger terms.