EXACT SCIENCES CORP 8-K

What Happened

• On March 23, 2026 Exact Sciences Corporation filed an 8-K reflecting merger-related actions and related contract changes. Exact entered into supplemental indentures (with U.S. Bank Trust Company, N.A., as trustee) that amend four series of outstanding convertible senior notes so that, at and after the Merger Effective Time, each $1,000 principal amount is convertible solely into cash equal to the applicable conversion rate multiplied by $105. The affected note series are: 0.375% Convertible Senior Notes due 2027 and 2028, 2.00% Convertible Senior Notes due 2030, and 1.75% Convertible Senior Notes due 2031.
• Also on March 23, 2026 Exact repaid in full its Credit Agreement dated January 13, 2025 (with JPMorgan Chase Bank, N.A. as administrative agent), paid accrued interest and related amounts, and obtained releases of liens and guarantees. The filing includes amendments to the company’s certificate of incorporation and bylaws and references the previously filed Merger Agreement (Exhibit 2.1, Nov 19, 2025).

Key Details

• Date of filing / actions: March 23, 2026.
• Notes amended: 0.375% due 2027; 0.375% due 2028; 2.00% due 2030; 1.75% due 2031.
• Conversion change: each $1,000 principal converts to cash = (conversion rate then in effect) × $105.
• Credit facility: Credit Agreement (Jan 13, 2025) repaid in full; liens and guarantees released.
• Exhibits include the supplemental indentures (Exhibits 4.1–4.4), amended certificate (Exhibit 3.1), amended bylaws (Exhibit 3.2) and the Merger Agreement (Exhibit 2.1).

Why It Matters

• For bondholders: the convertibility of the affected notes is now cash-only (conversion payout tied to the $105 multiplier), removing the option to convert into equity and changing the way holders realize value from these securities. That alters potential upside from a stock-based conversion and fixes conversion payoffs to a cash calculation.
• For shareholders and creditors: paying off the credit facility reduces outstanding debt and associated liens/guarantees, which affects the company’s leverage and creditor relationships post-merger. Amendments to corporate charter/bylaws and the referenced merger agreement reflect a change in control and corporate governance tied to the Merger.
• Investors should review the supplemental indentures and the Merger Agreement (filed as exhibits) to understand exact timing, conversion mechanics, and any related settlement or cash-out procedures.