Baranick Brian 4

What Happened
Brian Baranick, EVP & GM, Precision Oncology at Exact Sciences, had a mix of awards and merger-related dispositions on March 23, 2026. The filing shows a grant/award of 33,321 restricted stock units (RSUs) and dispositions to the issuer of 137,195 shares, 795 shares, and 28,063 derivative units (total dispositions = 166,053). Under the merger agreement with Abbott, outstanding performance-based RSUs/PSUs and common shares were converted into the merger consideration of $105.00 per share, implying the converted 166,053 shares/units represent roughly $17.44 million in aggregate merger consideration (before tax withholding). The 33,321 RSUs listed as a grant were assumed by the parent company under the merger (see Key Details).

Key Details

• Transaction date: March 23, 2026 (Effective Time of the merger). Price per share for merger consideration: $105.00 (per Merger Agreement).
• Dispositions: 137,195 shares (to issuer), 795 shares (to issuer), 28,063 derivative units (to issuer). Grant: 33,321 RSUs (assumed by Parent).
• Estimated cash value of converted/ surrendered shares/units: 166,053 × $105 ≈ $17,435,565 (pre-tax; filing shows “Disposed = N/A” because conversion was per the merger).
• Shares owned after transaction: not specified in the Form 4 excerpt.
• Notable footnotes: (F1–F3) Merger with Abbott closed; outstanding PSUs were deemed fully vested and cancelled for $105/ share in cash (F2). (F4–F6) RSUs represent contingent rights to shares, generally vest in four equal annual installments beginning Feb 25, 2027 (F5); RSUs granted on/after Nov 19, 2025 were assumed by Parent as Parent RSUs on substantially similar terms, with the Parent share count set by a conversion formula (F6).
• Filing timeliness: report period and filing date are both March 23, 2026 (timely).

Context
These transactions are merger-related conversions rather than open-market buy/sell activity. PSUs were treated as vested and paid out in cash at the fixed merger price; certain RSUs were assumed by Abbott (Parent) rather than cashed out and retain vesting/assumption terms. Such merger conversions reflect corporate transaction mechanics more than a direct trading signal about insider sentiment.