EXACT Sciences Corporation

12/29/2025 | Press release | Distributed by Public on 12/29/2025 07:34

Management Change/Compensation (Form 8-K)

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously announced, on November 19, 2025, Exact Sciences Corporation, a Delaware corporation ("Exact"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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"), pursuant to which, among other things and subject to the conditions contained in the Merger Agreement, Merger Sub will merge with and into Exact, with Exact surviving as an indirect, wholly owned subsidiary of Parent.

To mitigate the potential impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), on Exact and certain of its employees (including Exact's active named executive officers ("NEOs")), the Human Capital Committee of the Board of Directors of Exact, with the advice of Exact's Section 280G consultant, approved the following actions and Exact and each NEO entered into an Acceleration and Clawback Agreement on December 23, 2025 to effectuate such actions:

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For each NEO, the acceleration of vesting and payment of each executive officer's fiscal year 2025 annual bonus that otherwise would be payable in 2026 ("Accelerated 2025 Annual Bonus"), other than any amounts that are subject to a prior deferral election, with performance for this purpose deemed to be 115% of the target level of performance; and

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For each NEO, the acceleration of vesting and settlement of certain Exact restricted stock unit awards ("Exact RSU Awards") and/or Exact performance share unit awards ("Exact PSU Awards") that were granted prior to the date of the Merger Agreement, with Exact PSU Awards, as applicable, vesting based on (i) for Exact PSU Awards granted in 2023, 225% of the target level, (ii) for Exact PSU Awards granted in 2024, 104% of the target level, and (iii) for Exact PSU Awards granted in 2025, 218% of the target level.

Specifically, the Human Capital Committee approved for each NEO the following accelerated vesting and payments:

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For Mr.Conroy: (i) an Accelerated 2025 Annual Bonus in the amount of $436,056 and (ii) 713,931 shares subject to Exact PSU Awards.

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For Mr.Bloomer: (i) an Accelerated 2025 Annual Bonus in the amount of $507,150 and (ii) 63,099 shares subject to Exact RSU Awards.

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For Mr.Orville: (i) an Accelerated 2025 Annual Bonus in the amount of $537,257; (ii) 73,080 shares subject to Exact RSU Awards; and (iii) 72,523 shares subject to Exact PSU Awards.

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For Mr.Baranick: (i) an Accelerated 2025 Annual Bonus in the amount of $517,132; (ii) 73,080 shares subject to Exact RSU Awards; and (iii) 92,523 shares subject to Exact PSU Awards.

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For Ms.Condella: (i) an Accelerated 2025 Annual Bonus in the amount of $442,509; (ii) 47,208 shares subject to Exact RSU Awards; and (iii) 42,018 shares subject to Exact PSU Awards.

The Acceleration and Clawback Agreements also provide that (i) the NEO's accelerated payments are subject to repayment in the event of a termination of employment with Exact under such circumstances that would have resulted in such amounts being forfeited if they had not been vested or paid early and (ii) if the actual level of performance with respect to fiscal year 2025 annual bonuses or, in the event the Merger Agreement is terminated, accelerated Exact PSU Awards exceeds the applicable accelerated level of performance, Exact will pay the NEOs the difference between the actual level of performance and applicable accelerated target level of performance with respect to such payment (or such payment will be deferred pursuant to an applicable prior deferral election).

The description of the Acceleration and Clawback Agreement is qualified in its entirety by reference to the full text of the form of Acceleration and Clawback Agreement, a copy of which is filed as Exhibit 10.1 herewith and is incorporated by reference herein.

EXACT Sciences Corporation published this content on December 29, 2025, and is solely responsible for the information contained herein. Distributed via Edgar on December 29, 2025 at 13:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]