12/30/2025 | Press release | Distributed by Public on 12/30/2025 15:30
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (4) | 12/23/2025 | M | 38,715 | (5) | (5) | Common Stock | 38,715 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (4) | 12/23/2025 | M | 24,384 | (6) | (6) | Common Stock | 24,384 | $ 0 | 4,395 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bloomer Aaron C/O EXACT SCIENCES CORP 5505 ENDEAVOR LANE MADISON, WI 53719 |
EVP, Chief Financial Officer | |||
| /s/ Aaron Bloomer by Mark Busch, attorney-in- fact | 12/30/2025 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents shares of common stock received upon vesting of a restricted stock unit award. |
| (2) | Represents shares of Common Stock retained by Exact Sciences Corporation (the "Issuer") for tax withholding purposes in connection with the net-settlement on the issuance of shares of Common Stock in respect to the vesting of certain restricted stock units. |
| (3) | In addition to the shares of Common Stock reported on this Form 4, which total 48,980 shares, Mr. Bloomer also holds, in the aggregate, an additional 4,395 unvested restricted stock units, with each restricted stock unit representing a contingent right to receive one share of Common Stock |
| (4) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
| (5) | This award was scheduled to vest in three equal installments on April 15, 2026, April 15, 2027, and April 15, 2028, subject to the Reporting Person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated in connection with the Section 280G Mitigation. |
| (6) | This award was scheduled to vest in four equal installments on February 27, 2026, February 26, 2027, February 29, 2028, and February 28, 2029, subject to the Reporting Person's continued service through such vesting date but the vesting of the portion reflected herein was accelerated in connection with the Section 280G Mitigation. |