EXACT Sciences Corporation

03/23/2026 | Press release | Distributed by Public on 03/23/2026 07:20

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
COWARD D SCOTT
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O EXACT SCIENCES CORP., 5505 ENDEAVOR LANE
3. Date of Earliest Transaction (Month/Day/Year)
03/23/2026
(Street)
MADISON, WI 53719
4. If Amendment, Date 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
(City) (State) (Zip)
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 52,164 D (1) 5,398 D
Common Stock 03/23/2026 D 5,398 D (2) 0 D
Common Stock 03/23/2026 D 4,694 D (1) 0 I Held in 401(k) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) $44.37 03/23/2026 D 4,175 (3) (3) Common Stock 4,175 (4) 0 D
Stock Options (Right to Buy) $92.62 03/23/2026 D 10,786 (5) (5) Common Stock 10,786 (4) 0 D
Stock Options (Right to Buy) $98.18 03/23/2026 D 12,875 (6) (6) Common Stock 12,875 (4) 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
COWARD D SCOTT
C/O EXACT SCIENCES CORP.
5505 ENDEAVOR LANE
MADISON, WI 53719
X

Signatures

/s/ D. Scott Coward by Mark Busch, attorney-in- fact 03/23/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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) At the Effective Time, each share of Common Stock subject to vesting, repurchase or other lapse restriction and that was granted under an Issuer stock plan and outstanding as of immediately prior to the Effective Time was deemed to be fully vested and cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholding.
(3) These options became exercisable on February 27, 2022.
(4) 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
(5) These options became exercisable on February 26, 2023.
(6) These options became exercisable on February 14, 2024.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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