Herriott James 4

What Happened
James Herriott, Senior Vice President, General Counsel & Secretary of Exact Sciences (EXAS), reported multiple dispositions on March 23, 2026 related to the merger with Abbott. The filing shows 69,957 shares of Exact common stock and 23,975 derivative units (options/RSUs) were disposed or settled in connection with the Merger. Under the merger terms, each share of Exact common stock was converted into $105.00 in cash—the 69,957 common shares equal $7,345,485. Derivative awards (options and RSUs) were cancelled or converted per the Merger Agreement; some options were cashed out based on the excess of the $105 merger price over their exercise price, and certain RSUs were either cashed out or assumed by Abbott depending on grant dates, so the final cash for derivatives varies.

Key Details

• Transaction date: March 23, 2026 (effective time of Abbott merger).
• Cash price for common stock: $105.00 per share (per Merger Agreement).
• Reported dispositions: 68,195 + 1,762 = 69,957 common shares; 793 + 2,861 + 20,321 = 23,975 derivative units (options/RSUs); total units shown = 93,932.
• Cash received for common shares: 69,957 × $105 = $7,345,485. Derivative cash/consideration depends on each award’s terms (see footnotes). A simple multiply of total units × $105 would be ~$9.86M, but that overstates option cashouts because option payouts are based on (105 − exercise price).
• Footnotes: Merger Agreement conversion to $105/share (F1); outstanding options cancelled and converted to cash where applicable (F3); RSUs may be assumed by Parent or converted/cashed depending on grant date and terms (F5–F7).
• Shares owned after the transaction: not specified in the Form 4 excerpts provided.
• Filing timeliness: filing and period of report both dated March 23, 2026 (no late filing indicated).

Context

• This was not an open-market sale but a disposition/settlement triggered by a change-of-control (Abbott merger). Such transactions reflect merger consideration and contractual treatment of awards rather than a discretionary sell decision by the insider.
• For options: the Form indicates cancelled options were converted into cash payments per the merger terms (cash payment = exercisable shares × (Merger Consideration − exercise price), less taxes). For RSUs: some were cashed and some were assumed by Abbott on substantially similar terms.