EXACT SCIENCES CORP 8-K

What Happened
Exact Sciences (EXAS) filed an 8-K on Feb 10, 2026 providing voluntary supplemental disclosures to its definitive proxy statement for the proposed merger with Abbott (Merger Agreement signed Nov 19, 2025). The company disclosed that three shareholder complaints were filed in New York state court in late January 2026 challenging the proxy disclosures and seeking to enjoin the merger or obtain rescissory damages and fees. Exact denies the claims but provided supplemental disclosure to moot the disclosure challenges and reduce the risk of delay or added litigation costs.

Key Details

• Merger consideration: $105.00 per share in cash to Exact common stockholders (other than excluded shares).
• Shareholder suits: Johnson (Index No. 650457/2026, Jan 27, 2026), Kent (Index No. 650535/2026, Jan 28, 2026), and Smith v. Barber (Index No. 56498/2026, Jan 29, 2026); Smith also asserts a Wisconsin securities claim against Abbott.
• Valuation updates from Centerview (as disclosed): DCF implied equity per share range $78.70–$136.35; selected public-company implied range $77.45–$104.45; precedent-transactions implied range $75.75–$110.05 — each compared to the $105 offer.
• Financial projection highlights: 2026 revenue projection $3,730M; estimated net cash $1,011M (adjusted for convertible notes); 2026 adjusted EBITDA $700M (reflecting a $75M license payment reclassification); 2026 unlevered free cash flow $155M.
• Exact states the supplemental disclosures are voluntary, denies any liability, and notes the information speaks as of Feb 10, 2026.

Why It Matters
For investors, the filing signals litigation risk around the proxy disclosures that could slow or complicate the Abbott deal, though Exact says it provided clarifying information to avoid delays. The supplemental financial and valuation details provide updated metrics investors can use to compare the $105 cash offer to Centerview’s valuation ranges and Exact’s internal projections. Key near-term outcomes to watch: resolution of the shareholder suits, Exact stockholder vote, and any regulatory approvals required to close the merger.