Barber Michael J 4
4 · EXACT SCIENCES CORP · Filed Mar 23, 2026
Research Summary
AI-generated summary of this filing
Exact Sciences (EXAS) Director Michael J. Barber Sells/Converts 20,558 Shares
What Happened
- Michael J. Barber, a director of Exact Sciences Corporation, reported dispositions on March 23, 2026 related to the company’s merger with Abbott. A total of 20,558 shares (7,738 + 5,398 common shares and 7,422 deferred stock units/DSUs) were converted/disposed. Under the merger terms each share/DSU converted into the right to receive $105.00 in cash, implying gross merger consideration of approximately $2,158,590 (before any applicable tax withholding). The transactions are reported as dispositions (code D) rather than voluntary open-market sales.
Key Details
- Transaction date: March 23, 2026 (Effective Time of the Merger).
- Reported dispositions: 7,738 shares; 5,398 shares; 7,422 DSUs (total 20,558).
- Merger consideration: $105.00 per share/DSU (gross value ≈ $2,158,590).
- Price reporting: the DSU line shows $0.00 on Form 4 but footnotes state DSUs were converted to the $105 cash consideration.
- Shares owned after transaction: not specified in the provided filing; per the merger each outstanding share/DSU was canceled and converted to cash, so common shares likely converted away.
- Notable footnotes: (F1) Merger Agreement with Abbott; (F2/F4) restricted shares and DSUs were deemed fully vested and converted; applicable tax withholding may reduce net proceeds.
- Filing timeliness: Reported on March 23, 2026 (appears filed contemporaneously with the transaction).
Context
- These dispositions are a corporate-transaction result of a merger (Abbott’s Merger Sub merged into Exact Sciences) rather than a discretionary insider sale — outstanding shares and DSUs were converted into cash per the merger agreement. For retail investors, this differs from an insider “selling down” shares in the open market; it reflects the deal consideration paid to all shareholders.
Insider Transaction Report
Form 4Exit
Barber Michael J
Director
Transactions
- Disposition to Issuer
Common Stock
[F1]2026-03-23−7,738→ 5,398 total - Disposition to Issuer
Common Stock
[F2]2026-03-23−5,398→ 0 total - Disposition to Issuer
Deferred Stock Units
[F3][F4]2026-03-23−7,422→ 0 totalExercise: $0.00→ Common Stock (7,422 underlying)
Footnotes (4)
- [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]At the Effective Time, each share of Common Stock subject to vesting, repurchase or other lapse restriction and that was granted under an Issuer stock plan and outstanding as of immediately prior to the Effective Time was deemed to be fully vested and cancelled and converted into the right to receive the Merger Consideration, less any applicable tax withholding.
- [F3]Represents deferred stock unit award issued pursuant to the Company's non-employee director compensation policy (each a "DSU"). Each DSU represents a contingent right to receive one share of Exact Sciences Corporation common stock.
- [F4]At the Effective Time, each DSU outstanding as of immediately prior to the Effective Time was deemed to be fully vested and cancelled and converted into the right to receive the Merger Consideration in respect of each share of Common Stock subject to such DSU, less any applicable tax withholding.
Signature
/s/ Michael Barber by Mark Busch, attorney-in- fact|2026-03-23