Conroy Kevin T 4

4 · EXACT SCIENCES CORP · Filed Mar 23, 2026

Research Summary

AI-generated summary of this filing

Updated Mar 23, 2026

Exact Sciences (EXAS) CEO Kevin Conroy Cancels 2.41M Shares in Merger

What Happened

Kevin T. Conroy, President & CEO and a director of Exact Sciences (EXAS), had multiple holdings cancelled or surrendered to the issuer on March 23, 2026 in connection with the company's merger with Abbott. The filing shows dispositions totaling 2,414,643 shares (including derivative awards/options cancelled) and an award/acquisition of 119,312 shares (recorded at $0).
Many cancelled awards and shares were converted under the Merger Agreement into the merger consideration (the Form 4 footnotes reference a $105.00 per-share Merger Consideration for outstanding common shares/PSUs), implying a gross value on the cancelled 2.41M shares of roughly $253.5 million, subject to the specific conversion/settlement rules and tax withholding. Some RSUs granted after Nov 19, 2025 were instead assumed by Abbott as Parent RSUs on adjusted terms.

Key Details

Transaction date: March 23, 2026 (Effective Time of the Merger per footnote F1).
Reported actions: one award/acquisition of 119,312 shares (A); multiple dispositions to the issuer (D) totaling 2,414,643 shares, several marked as derivative cancellations.
Approximate cash value: ~2,414,643 × $105 = ~$253.5M (approximate; actual payout varies by award type, tax withholding, and option strike adjustments).
Notable footnotes: F1 (merger effective), F2/F3/F5/F7/F14 (PSUs/RSUs/options were either converted to cash, cancelled, or assumed by Parent depending on grant date and instrument); F2 specifically notes PSUs were paid $105.00 each.
Shares owned after transaction: the filing does not list a simple post-transaction common-stock balance; the filing shows Conroy received/retained certain Parent/assumed awards (119,312) while other holdings were converted/cancelled per merger terms.
Filing timeliness: Form 4 was filed on the same date as the transactions (March 23, 2026); no late filing flag is indicated.

Context

These were not open-market sales. The dispositions are due to the merger—outstanding common stock, PSUs, RSUs and certain options were cancelled or converted under the Merger Agreement rather than sold on the market. Derivative disposals reflect cancellation/conversion of awards or options (some in-the-money options were converted to cash per F5).
For retail investors: such merger-driven cancellations are routine corporate actions and do not necessarily signal the insider’s view of future performance; the cash/assumed-share outcome depends on the award type and the merger conversion mechanics described in the footnotes.

Insider Transaction Report

Form 4Exit

Period: 2026-03-23

EXACT SCIENCES CORPEXAS

Conroy Kevin T

DirectorPresident and CEO

Transactions

Award
Common Stock
[F1][F2]
2026-03-23+119,312→ 1,397,738 total
Disposition to Issuer
Common Stock
[F3]
2026-03-23−1,397,738→ 0 total
Disposition to Issuer
Common Stock
[F3]
2026-03-23−29,061→ 0 total(indirect: By 401(k))
Disposition to Issuer
Common Stock
[F3]
2026-03-23−46,538→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock
[F3]
2026-03-23−86,750→ 0 total(indirect: By Trust)
Disposition to Issuer
Common Stock
[F3]
2026-03-23−117,427→ 0 total(indirect: By Trust)
Disposition to Issuer
Stock Options (Right to Buy)
[F5][F4]
2026-03-23−235,388→ 0 total
Exercise: $21.68→ Common Stock (235,388 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
[F5][F8]
2026-03-23−66,047→ 0 total
Exercise: $44.37→ Common Stock (66,047 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
[F5][F9]
2026-03-23−34,110→ 0 total
Exercise: $92.62→ Common Stock (34,110 underlying)
Disposition to Issuer
Stock Options (Right to Buy)
[F5][F10]
2026-03-23−100,916→ 0 total
Exercise: $98.18→ Common Stock (100,916 underlying)
Disposition to Issuer
Restricted Stock Units
[F6][F7][F15]
2026-03-23−18,143→ 0 total
→ Common Stock (18,143 underlying)
Disposition to Issuer
Restricted Stock Units
[F6][F7][F11]
2026-03-23−44,336→ 0 total
→ Common Stock (44,336 underlying)
Disposition to Issuer
Restricted Stock Units
[F6][F7][F12]
2026-03-23−83,360→ 0 total
→ Common Stock (83,360 underlying)
Disposition to Issuer
Restricted Stock Units
[F6][F14][F13]
2026-03-23−154,829→ 0 total
→ Common Stock (154,829 underlying)

Footnotes (15)

[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.
[F10]These options became exercisable on February 14, 2024.
[F11]These RSUs vest in four equal annual installments beginning on February 28, 2025.
[F12]These RSUs vest in four equal annual installments beginning on February 27, 2026.
[F13]These RSUs vest in four equal annual installments beginning on February 25, 2027.
[F14]At the Effective Time, each outstanding RSU as of immediately prior to the Effective Time that was granted on or after November 19, 2025 was assumed by Parent at the Effective Time as a Parent restricted stock unit on substantially the same terms and conditions as were applicable to the corresponding RSU (including with respect to double-trigger vesting protections), with the number of Parent common shares underlying such Parent restricted stock unit determined based on the Merger Consideration divided by the average closing price of a Parent common share for the 10 consecutive trading days ending on and including the trading day immediately preceding the Effective Time.
[F15]These RSUs vest in four equal annual installments beginning on February 28, 2024.
[F2]At the effective time of the Merger (the "Effective Time"), each performance based restricted stock unit ("PSU") outstanding as of immediately prior to the Effective Time was deemed to be fully vested, with any performance conditions deemed satisfied based on actual levels of achievement of applicable target levels as of November 19, 2025, and was cancelled and converted into the right to receive $105.00 in cash, without interest (the "Merger Consideration") in respect of each share of the Issuer's common stock, par value $0.01 per share ("Common Stock") subject to such PSU, less any applicable tax withholding.
[F3]At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock, issued and outstanding immediately prior to the Effective Time, with certain exceptions, was converted into the right to receive the Merger Consideration.
[F4]These options became exercisable in full on February 23, 2021.
[F5]At the Effective Time, each option to purchase shares of Common Stock granted under an Issuer stock plan and outstanding and unexercised as of immediately prior to the Effective Time was cancelled and, in the case of any such option the per-share exercise price of which was less than the Merger Consideration, converted into the right to receive a cash payment equal to the number of shares of Common Stock for which such option was exercisable multiplied by the excess of the Merger Consideration over the per-share exercise price of such option, less any applicable tax withholding
[F6]Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
[F7]At the Effective Time, each RSU granted under an Issuer stock plan before November 19, 2025 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 in respect of each share of Common Stock subject to such RSU, less any applicable tax withholding.
[F8]These options became exercisable on February 27, 2022.
[F9]These options became exercisable on February 26, 2023.

Signature

/s/ Kevin T. Conroy by Mark Busch, attorney-in- fact|2026-03-23

Documents

1 file

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ownership.xmlPrimary
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