ORVILLE JACOB A 4
4 · EXACT SCIENCES CORP · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
EXAS EVP Orville Jacob Sells ~254k Shares in Abbott Merger
What Happened
- Orville Jacob A, EVP & GM, Screening at Exact Sciences (EXAS), had multiple equity awards and shares converted/cancelled on March 23, 2026 in connection with Exact Sciences’ merger with Abbott Laboratories.
- The filing shows an award/acquisition of 53,323 performance-based restricted stock units (PSUs) that were deemed vested and immediately converted, plus dispositions of 153,726 and 1,774 outstanding common shares (non-derivative), and dispositions of 6,581 and 38,707 derivative securities (total reported shares involved ≈ 254,111).
- Under the merger, common shares and PSUs were converted into a right to receive $105.00 per share in cash. The non-derivative portion (53,323 PSUs + 155,500 outstanding shares = 208,823 shares) implies roughly $21.9 million pre-tax at $105/share; derivative items (45,288) were cancelled/converted per merger terms and may have different cash values depending on option exercise prices (not specified in the filing).
Key Details
- Transaction date: March 23, 2026 (Effective Time of the merger). Merger consideration: $105.00 per share (footnotes F1–F3, F2).
- Reported items: A (acquisition/award) 53,323 shares; D (dispositions to issuer) 153,726; 1,774; 6,581 (derivative); 38,707 (derivative).
- Approximate cash value: ~208,823 common/PSU shares × $105 = ~$21.9M pre-tax; additional cash for derivative cancellations not provided in the Form 4.
- Important footnotes: Merger with Abbott (Merger Agreement dated Nov 19, 2025) caused PSUs to be deemed vested and converted to cash (F2); outstanding common shares converted to the Merger Consideration (F3); outstanding options and certain awards were cancelled/converted per merger terms (F5, F8). Options referenced became exercisable Feb 14, 2024 (F4); some RSUs had future vesting schedules (F7).
- Filing timeliness: Transaction and filing date are both March 23, 2026 — appears timely (no late filing noted).
- No 10b5-1 plan or gift code indicated.
Context
- These transactions are the result of a corporate merger—shares and awards were converted/cancelled for the merger cash consideration, not an open-market sale. Such merger-driven dispositions reflect deal mechanics rather than an insider trading decision; derivative/option cash-outs may be calculated differently (see footnotes).
Insider Transaction Report
Form 4Exit
ORVILLE JACOB A
EVP, GM, Screening
Transactions
- Award
Common Stock
[F1][F2]2026-03-23+53,323→ 153,726 total - Disposition to Issuer
Common Stock
[F3]2026-03-23−153,726→ 0 total - Disposition to Issuer
Common Stock
[F3]2026-03-23−1,774→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Options (Right to Buy)
[F5][F4]2026-03-23−6,581→ 0 totalExercise: $98.18→ Common Stock (6,581 underlying) - Disposition to Issuer
Restricted Stock Units
[F6][F8][F7]2026-03-23−38,707→ 0 total→ Common Stock (38,707 underlying)
Footnotes (8)
- [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.
- [F2]At the effective time of the Merger (the "Effective Time"), each performance based restricted stock unit ("PSU") outstanding as of immediately prior to the Effective Time was deemed to be fully vested, with any performance conditions deemed satisfied based on actual levels of achievement of applicable target levels as of November 19, 2025, and was cancelled and converted into the right to receive $105.00 in cash, without interest (the "Merger Consideration") in respect of each share of the Issuer's common stock, par value $0.01 per share ("Common Stock") subject to such PSU, less any applicable tax withholding.
- [F3]At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock, issued and outstanding immediately prior to the Effective Time, with certain exceptions, was converted into the right to receive the Merger Consideration.
- [F4]These options became exercisable on February 14, 2024.
- [F5]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
- [F6]Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
- [F7]These RSUs vest in four equal annual installments beginning on February 25, 2027.
- [F8]At the Effective Time, each RSU granted under an Issuer stock plan outstanding as of immediately prior to the Effective Time that was granted on or after November 19, 2025 was assumed by Parent at the Effective Time as a Parent restricted stock unit on substantially the same terms and conditions as were applicable to the corresponding RSU (including with respect to double-trigger vesting protections), with the number of Parent common shares underlying such Parent restricted stock unit determined based on the Merger Consideration divided by the average closing price of a Parent common share for the 10 consecutive trading days ending on and including the trading day immediately preceding the Effective Time.
Signature
/s/ Jacob A. Orville by Mark Busch, attorney-in-fact|2026-03-23