COWARD D SCOTT 4

4 · EXACT SCIENCES CORP · Filed Mar 23, 2026

Research Summary

AI-generated summary of this filing

Updated Mar 23, 2026

Exact Sciences (EXAS) Director Coward D. Scott Sells Shares in Merger

What Happened

Coward D. Scott, a director of Exact Sciences Corporation (EXAS), disposed of a total of 90,092 interests on March 23, 2026 as part of the company’s merger with Abbott. That total includes 62,256 shares of common stock and 27,836 option-derived interests.
Under the merger terms, each outstanding share of common stock was converted into the right to receive $105.00 per share in cash (62,256 × $105 = $6,536,880). The option-derived interests were cancelled and converted into cash payments based on the merger consideration less each option’s exercise price (per the filing’s footnotes); the specific cash amounts for those derivative entries are not listed on the Form 4.
These were dispositions to the issuer (transaction code D) driven by the Merger Agreement, not open-market sales — routine merger closings rather than a discretionary insider sale.

Key Details

Transaction date: March 23, 2026 (Effective Time of the Merger). Form filed March 23, 2026.
Price: Common stock converted at $105.00 per share; derivative/option cancellations governed by the merger formula (Merger Consideration minus option strike)—per-footnote calculations not itemized in the filing.
Shares disposed: 52,164; 5,398; 4,694 (common stock lines) and 4,175; 10,786; 12,875 (derivative/option-related lines) — total 90,092.
Cash received (reported/derivable): Common-stock portion ≈ $6,536,880; additional cash from option cancellations depends on each option’s exercise price and is not specified on the Form 4.
Shares owned after transaction: not specified in this filing (all listed holdings were converted/cancelled at the Effective Time).
Notable footnotes: F1–F2 describe the merger cash consideration and treatment of restricted stock; F4 explains cancellation/conversion of outstanding options into cash payments; F3/F5/F6 note prior vesting/exercisability dates for certain options.
Filing timeliness: Filed with the same report/transaction date (no late filing flag in the provided record).

Context

These dispositions are merger-driven conversions/cancellations under the Agreement and Plan of Merger with Abbott; they reflect the company being acquired and shareholders/options receiving the agreed merger consideration, not routine insider trading decisions. Derivative entries represent canceled options converted to cash per the deal formula rather than exercised-and-sold shares.

Insider Transaction Report

Form 4Exit

Period: 2026-03-23

EXACT SCIENCES CORPEXAS

COWARD D SCOTT

Director

Transactions

Disposition to Issuer
Common Stock
[F1]
2026-03-23−52,164→ 5,398 total
Disposition to Issuer
Common Stock
[F2]
2026-03-23−5,398→ 0 total
Disposition to Issuer
Common Stock
[F1]
2026-03-23−4,694→ 0 total(indirect: By 401(k))
Disposition to Issuer
Stock Options (Right to Buy)
[F4][F3]
2026-03-23−4,175→ 0 total
Exercise: $44.37→ Common Stock (4,175 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
[F4][F5]
2026-03-23−10,786→ 0 total
Exercise: $92.62→ Common Stock (10,786 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
[F4][F6]
2026-03-23−12,875→ 0 total
Exercise: $98.18→ Common Stock (12,875 underlying)

Footnotes (6)

[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.
[F3]These options became exercisable on February 27, 2022.
[F4]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
[F5]These options became exercisable on February 26, 2023.
[F6]These options became exercisable on February 14, 2024.

Signature

/s/ D. Scott Coward by Mark Busch, attorney-in- fact|2026-03-23

Documents

1 file

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ownership.xmlPrimary
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