Barber Michael J 4

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.