EXACT SCIENCES CORP·4

Mar 23, 9:18 AM ET

Clancy Paul J 4

4 · EXACT SCIENCES CORP · Filed Mar 23, 2026

Research Summary

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Exact Sciences (EXAS) Director Paul J. Clancy Sells 26,038 Shares

What Happened

  • Paul J. Clancy, a director of Exact Sciences (EXAS), reported dispositions on 2026-03-23 totaling 26,038 shares (20,640 + 5,398). The Form 4 lists the transactions as dispositions to the issuer (code D) with price shown as N/A; a filing footnote states each share was converted into $105.00 cash as merger consideration. The gross proceeds equal roughly $2,733,990 before any applicable tax withholding.

Key Details

  • Transaction date: March 23, 2026 (Effective Time of the merger).
  • Form entry price: N/A on the Form 4; footnote clarifies Merger Consideration = $105.00 per share.
  • Total shares disposed: 26,038; total gross value ≈ $2,733,990.
  • Shares owned after transaction: not reported on the supplied details; common stock was converted into the merger cash consideration (see footnotes).
  • Footnotes: F1 describes the merger with Abbott Laboratories and the $105/share cash consideration; F2 notes vested/restricted shares were deemed vested and converted into cash, less any applicable tax withholding.
  • Timeliness: Reported with the same transaction date (no late filing indicated in provided info).

Context

  • These were not open-market sales but mandatory/contractual conversions of EXAS common stock into cash under the merger agreement (Abbott’s Merger Sub merged into Exact Sciences, making Exact a wholly owned Abbott subsidiary). Such filings reflect a corporate transaction, not necessarily an insider’s voluntary market sale.

Insider Transaction Report

Form 4Exit
Period: 2026-03-23
Transactions
  • Disposition to Issuer

    Common Stock

    [F1]
    2026-03-2320,6405,398 total
  • Disposition to Issuer

    Common Stock

    [F2]
    2026-03-235,3980 total
Footnotes (2)
  • [F1]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").
  • [F2]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.
Signature
/s/ Paul J. Clancy by Mark Busch, attorney-in- fact|2026-03-23

Documents

1 file
  • 4
    ownership.xmlPrimary

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