EXACT SCIENCES CORP 8-K

What Happened Exact Sciences (EXAS) filed an 8-K reporting that it entered into a Merger Agreement with Abbott Laboratories on November 19, 2025; the merger would make Exact an indirect, wholly owned subsidiary of Abbott if completed. To reduce potential U.S. excise taxes under Sections 280G and 4999 of the Internal Revenue Code, Exact’s Human Capital Committee approved Acceleration and Clawback Agreements with Exact’s active named executive officers (NEOs) on December 23, 2025 to accelerate payment of 2025 annual bonuses and vesting/settlement of certain restricted stock units (RSUs) and performance share units (PSUs).

Key Details

• Merger agreement signed: November 19, 2025; Acceleration and Clawback Agreements executed: December 23, 2025.
• Accelerated 2025 annual bonuses are treated as 115% of target for payment purposes. PSU accelerated vesting assumptions: 2023 grants at 225% of target, 2024 grants at 104% of target, and 2025 grants at 218% of target.
• Named executive officer accelerated payments and awards:
  • Mr. Conroy: $436,056 accelerated bonus and 713,931 PSU shares.
  • Mr. Bloomer: $507,150 accelerated bonus and 63,099 RSU shares.
  • Mr. Orville: $537,257 accelerated bonus, 73,080 RSU and 72,523 PSU shares.
  • Mr. Baranick: $517,132 accelerated bonus, 73,080 RSU and 92,523 PSU shares.
  • Ms. Condella: $442,509 accelerated bonus, 47,208 RSU and 42,018 PSU shares.
• The agreements include clawback/repayment provisions if an NEO’s employment terminates under circumstances that would have forfeited the awards, and provide for additional payment if actual performance exceeds the accelerated performance assumptions (or deferral if previously elected).

Why It Matters These actions accelerate cash and equity payouts to Exact’s top executives in connection with the pending Abbott merger and are intended to limit adverse tax consequences under Sections 280G/4999. For investors, this means near-term compensation expense and equity settlement for named executives (which can affect dilution and reported results), but the payments are contractually subject to clawback rules and potential true-up based on final performance. The filing is part of the transaction process; Exact will file a proxy statement with more details for shareholders.