COWARD D SCOTT 4

What Happened

• Coward D. Scott, a director of Exact Sciences Corporation (EXAS), disposed of a total of 90,092 interests on March 23, 2026 as part of the company’s merger with Abbott. That total includes 62,256 shares of common stock and 27,836 option-derived interests.
• Under the merger terms, each outstanding share of common stock was converted into the right to receive $105.00 per share in cash (62,256 × $105 = $6,536,880). The option-derived interests were cancelled and converted into cash payments based on the merger consideration less each option’s exercise price (per the filing’s footnotes); the specific cash amounts for those derivative entries are not listed on the Form 4.
• These were dispositions to the issuer (transaction code D) driven by the Merger Agreement, not open-market sales — routine merger closings rather than a discretionary insider sale.

Key Details

• Transaction date: March 23, 2026 (Effective Time of the Merger). Form filed March 23, 2026.
• Price: Common stock converted at $105.00 per share; derivative/option cancellations governed by the merger formula (Merger Consideration minus option strike)—per-footnote calculations not itemized in the filing.
• Shares disposed: 52,164; 5,398; 4,694 (common stock lines) and 4,175; 10,786; 12,875 (derivative/option-related lines) — total 90,092.
• Cash received (reported/derivable): Common-stock portion ≈ $6,536,880; additional cash from option cancellations depends on each option’s exercise price and is not specified on the Form 4.
• Shares owned after transaction: not specified in this filing (all listed holdings were converted/cancelled at the Effective Time).
• Notable footnotes: F1–F2 describe the merger cash consideration and treatment of restricted stock; F4 explains cancellation/conversion of outstanding options into cash payments; F3/F5/F6 note prior vesting/exercisability dates for certain options.
• Filing timeliness: Filed with the same report/transaction date (no late filing flag in the provided record).

Context

• These dispositions are merger-driven conversions/cancellations under the Agreement and Plan of Merger with Abbott; they reflect the company being acquired and shareholders/options receiving the agreed merger consideration, not routine insider trading decisions. Derivative entries represent canceled options converted to cash per the deal formula rather than exercised-and-sold shares.