Zanotti Katherine S 4

What Happened

• Katherine S. Zanotti, a director of Exact Sciences Corporation (EXAS), had two dispositions to the issuer on March 23, 2026 totaling 60,759 shares (55,361 and 5,398). The Form 4 reports the transactions as dispositions to the issuer (code D) and shows per-share price as N/A on the form, but the merger agreement provides $105.00 in cash per share, implying gross proceeds of approximately $6,379,695.
• These were not open-market sales: the shares were converted into cash under the terms of Exact Sciences’ merger with Abbott Laboratories (see Key Details). Some converted restricted shares were subject to tax withholding, which can reduce net proceeds.

Key Details

• Transaction date: March 23, 2026 (reported on Form 4 filed 2026-03-23).
• Shares disposed: 55,361 and 5,398 (total 60,759). Form shows price as N/A; merger consideration = $105.00 per share.
• Approximate gross value: 60,759 × $105.00 = $6,379,695 (before any applicable tax withholding).
• Transaction code: D (Disposition to issuer). Not an open-market sale.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnotes: F1–Merger with Abbott; each outstanding common share converted into right to receive $105 in cash. F2–Restricted shares deemed fully vested and converted into the merger consideration less applicable tax withholding.
• Filing timeliness: Reported and filed on 2026-03-23 (appears timely).

Context

• This disposition results from a corporate merger (Exact Sciences merged into a subsidiary of Abbott) and represents cash-out of shares under the merger agreement, not a voluntary insider sale in the market.
• For retail investors: merger-driven conversions are routine corporate actions and do not necessarily signal the insider’s view on the company’s future performance. Tax withholding on converted restricted shares may reduce net proceeds.