Baranick Brian 4
4 · EXACT SCIENCES CORP · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Exact Sciences (EXAS) EVP Brian Baranick Receives Award, Sells Shares
What Happened
Brian Baranick, EVP & GM, Precision Oncology at Exact Sciences, had a mix of awards and merger-related dispositions on March 23, 2026. The filing shows a grant/award of 33,321 restricted stock units (RSUs) and dispositions to the issuer of 137,195 shares, 795 shares, and 28,063 derivative units (total dispositions = 166,053). Under the merger agreement with Abbott, outstanding performance-based RSUs/PSUs and common shares were converted into the merger consideration of $105.00 per share, implying the converted 166,053 shares/units represent roughly $17.44 million in aggregate merger consideration (before tax withholding). The 33,321 RSUs listed as a grant were assumed by the parent company under the merger (see Key Details).
Key Details
- Transaction date: March 23, 2026 (Effective Time of the merger). Price per share for merger consideration: $105.00 (per Merger Agreement).
- Dispositions: 137,195 shares (to issuer), 795 shares (to issuer), 28,063 derivative units (to issuer). Grant: 33,321 RSUs (assumed by Parent).
- Estimated cash value of converted/ surrendered shares/units: 166,053 × $105 ≈ $17,435,565 (pre-tax; filing shows “Disposed = N/A” because conversion was per the merger).
- Shares owned after transaction: not specified in the Form 4 excerpt.
- Notable footnotes: (F1–F3) Merger with Abbott closed; outstanding PSUs were deemed fully vested and cancelled for $105/ share in cash (F2). (F4–F6) RSUs represent contingent rights to shares, generally vest in four equal annual installments beginning Feb 25, 2027 (F5); RSUs granted on/after Nov 19, 2025 were assumed by Parent as Parent RSUs on substantially similar terms, with the Parent share count set by a conversion formula (F6).
- Filing timeliness: report period and filing date are both March 23, 2026 (timely).
Context
These transactions are merger-related conversions rather than open-market buy/sell activity. PSUs were treated as vested and paid out in cash at the fixed merger price; certain RSUs were assumed by Abbott (Parent) rather than cashed out and retain vesting/assumption terms. Such merger conversions reflect corporate transaction mechanics more than a direct trading signal about insider sentiment.
Insider Transaction Report
- Award
Common Stock
[F1][F2]2026-03-23+33,321→ 137,195 total - Disposition to Issuer
Common Stock
[F3]2026-03-23−137,195→ 0 total - Disposition to Issuer
Common Stock
[F3]2026-03-23−795→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
[F4][F6][F5]2026-03-23−28,063→ 0 total→ Common Stock (28,063 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.
- [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]Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
- [F5]These RSUs vest in four equal annual installments beginning on February 25, 2027.
- [F6]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.