ORVILLE JACOB A 4

What Happened

• Orville Jacob A, EVP & GM, Screening at Exact Sciences (EXAS), had multiple equity awards and shares converted/cancelled on March 23, 2026 in connection with Exact Sciences’ merger with Abbott Laboratories.
• The filing shows an award/acquisition of 53,323 performance-based restricted stock units (PSUs) that were deemed vested and immediately converted, plus dispositions of 153,726 and 1,774 outstanding common shares (non-derivative), and dispositions of 6,581 and 38,707 derivative securities (total reported shares involved ≈ 254,111).
• Under the merger, common shares and PSUs were converted into a right to receive $105.00 per share in cash. The non-derivative portion (53,323 PSUs + 155,500 outstanding shares = 208,823 shares) implies roughly $21.9 million pre-tax at $105/share; derivative items (45,288) were cancelled/converted per merger terms and may have different cash values depending on option exercise prices (not specified in the filing).

Key Details

• Transaction date: March 23, 2026 (Effective Time of the merger). Merger consideration: $105.00 per share (footnotes F1–F3, F2).
• Reported items: A (acquisition/award) 53,323 shares; D (dispositions to issuer) 153,726; 1,774; 6,581 (derivative); 38,707 (derivative).
• Approximate cash value: ~208,823 common/PSU shares × $105 = ~$21.9M pre-tax; additional cash for derivative cancellations not provided in the Form 4.
• Important footnotes: Merger with Abbott (Merger Agreement dated Nov 19, 2025) caused PSUs to be deemed vested and converted to cash (F2); outstanding common shares converted to the Merger Consideration (F3); outstanding options and certain awards were cancelled/converted per merger terms (F5, F8). Options referenced became exercisable Feb 14, 2024 (F4); some RSUs had future vesting schedules (F7).
• Filing timeliness: Transaction and filing date are both March 23, 2026 — appears timely (no late filing noted).
• No 10b5-1 plan or gift code indicated.

Context

• These transactions are the result of a corporate merger—shares and awards were converted/cancelled for the merger cash consideration, not an open-market sale. Such merger-driven dispositions reflect deal mechanics rather than an insider trading decision; derivative/option cash-outs may be calculated differently (see footnotes).