Zanotti Katherine S 4

4 · EXACT SCIENCES CORP · Filed Mar 23, 2026

AI-generated summary of this filing

Updated Mar 23, 2026

Exact Sciences Director Katherine Zanotti Disposes 60,759 Shares in Merger

What Happened

Katherine S. Zanotti, a director of Exact Sciences Corporation (EXAS), had two dispositions to the issuer on March 23, 2026 totaling 60,759 shares (55,361 and 5,398). The Form 4 reports the transactions as dispositions to the issuer (code D) and shows per-share price as N/A on the form, but the merger agreement provides $105.00 in cash per share, implying gross proceeds of approximately $6,379,695.
These were not open-market sales: the shares were converted into cash under the terms of Exact Sciences’ merger with Abbott Laboratories (see Key Details). Some converted restricted shares were subject to tax withholding, which can reduce net proceeds.

Key Details

Transaction date: March 23, 2026 (reported on Form 4 filed 2026-03-23).
Shares disposed: 55,361 and 5,398 (total 60,759). Form shows price as N/A; merger consideration = $105.00 per share.
Approximate gross value: 60,759 × $105.00 = $6,379,695 (before any applicable tax withholding).
Transaction code: D (Disposition to issuer). Not an open-market sale.
Shares owned after transaction: Not specified in the provided filing excerpt.
Footnotes: F1–Merger with Abbott; each outstanding common share converted into right to receive $105 in cash. F2–Restricted shares deemed fully vested and converted into the merger consideration less applicable tax withholding.
Filing timeliness: Reported and filed on 2026-03-23 (appears timely).

Context

This disposition results from a corporate merger (Exact Sciences merged into a subsidiary of Abbott) and represents cash-out of shares under the merger agreement, not a voluntary insider sale in the market.
For retail investors: merger-driven conversions are routine corporate actions and do not necessarily signal the insider’s view on the company’s future performance. Tax withholding on converted restricted shares may reduce net proceeds.

Form 4Exit

Period: 2026-03-23

Director

Transactions

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/ Katherine S. Zanotti by Mark Busch, attorney-in- fact|2026-03-23

1 file