Herriott James 4
4 · EXACT SCIENCES CORP · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Exact Sciences (EXAS) SVP James Herriott Sells Shares in Merger
What Happened
James Herriott, Senior Vice President, General Counsel & Secretary of Exact Sciences (EXAS), reported multiple dispositions on March 23, 2026 related to the merger with Abbott. The filing shows 69,957 shares of Exact common stock and 23,975 derivative units (options/RSUs) were disposed or settled in connection with the Merger. Under the merger terms, each share of Exact common stock was converted into $105.00 in cash—the 69,957 common shares equal $7,345,485. Derivative awards (options and RSUs) were cancelled or converted per the Merger Agreement; some options were cashed out based on the excess of the $105 merger price over their exercise price, and certain RSUs were either cashed out or assumed by Abbott depending on grant dates, so the final cash for derivatives varies.
Key Details
- Transaction date: March 23, 2026 (effective time of Abbott merger).
- Cash price for common stock: $105.00 per share (per Merger Agreement).
- Reported dispositions: 68,195 + 1,762 = 69,957 common shares; 793 + 2,861 + 20,321 = 23,975 derivative units (options/RSUs); total units shown = 93,932.
- Cash received for common shares: 69,957 × $105 = $7,345,485. Derivative cash/consideration depends on each award’s terms (see footnotes). A simple multiply of total units × $105 would be ~$9.86M, but that overstates option cashouts because option payouts are based on (105 − exercise price).
- Footnotes: Merger Agreement conversion to $105/share (F1); outstanding options cancelled and converted to cash where applicable (F3); RSUs may be assumed by Parent or converted/cashed depending on grant date and terms (F5–F7).
- Shares owned after the transaction: not specified in the Form 4 excerpts provided.
- Filing timeliness: filing and period of report both dated March 23, 2026 (no late filing indicated).
Context
- This was not an open-market sale but a disposition/settlement triggered by a change-of-control (Abbott merger). Such transactions reflect merger consideration and contractual treatment of awards rather than a discretionary sell decision by the insider.
- For options: the Form indicates cancelled options were converted into cash payments per the merger terms (cash payment = exercisable shares × (Merger Consideration − exercise price), less taxes). For RSUs: some were cashed and some were assumed by Abbott on substantially similar terms.
Insider Transaction Report
Form 4Exit
Herriott James
SVP, General Counsel & Sec
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-23−68,195→ 0 total - Disposition to Issuer
Common Stock
[F1]2026-03-23−1,762→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Stock Options (Right to Buy)
[F3][F2]2026-03-23−793→ 0 totalExercise: $92.62→ Common Stock (793 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
[F3][F4]2026-03-23−2,861→ 0 totalExercise: $98.18→ Common Stock (2,861 underlying) - Disposition to Issuer
Restricted Stock Units
[F5][F7][F6]2026-03-23−20,321→ 0 total→ Common Stock (20,321 underlying)
Footnotes (7)
- [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]These options became exercisable on February 26, 2023.
- [F3]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
- [F4]These options became exercisable on February 14, 2024.
- [F5]Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
- [F6]These RSUs vest in four equal annual installments beginning on February 25, 2027.
- [F7]At the Effective Time, each outstanding RSU 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/ James Herriott by Mark Busch, attorney-in- fact|2026-03-23