Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement

On March 9, 2026, Abbott Laboratories ("Abbott") completed the public offering and issuance of $20,000,000,000 aggregate principal amount of senior notes, consisting of $1,000,000,000 aggregate principal amount of its Floating Rate Notes due 2029 (the "Floating Rate Notes"), $2,250,000,000 aggregate principal amount of its 3.700% Notes due 2029 (the "2029 Notes"), $2,500,000,000 aggregate principal amount of its 4.000% Notes due 2031 (the "2031 Notes"), $2,750,000,000 aggregate principal amount of its 4.300% Notes due 2033 (the "2033 Notes"), $3,750,000,000 aggregate principal amount of its 4.650% Notes due 2036 (the "2036 Notes"), $2,000,000,000 aggregate principal amount of its 4.750% Notes due 2038 (the "2038 Notes"), $3,750,000,000 aggregate principal amount of its 5.500% Notes due 2056 (the "2056 Notes") and $2,000,000,000 aggregate principal amount of its 5.600% Notes due 2066 (the "2066 Notes" and, together with the Floating Rate Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, the 2036 Notes, the 2038 Notes and the 2056 Notes, the "Notes").

The Notes were sold pursuant to a pricing agreement, dated February 23, 2026 (the "Pricing Agreement"), by and among Abbott, Morgan Stanley & Co. LLC, Barclays Capital Inc., BofA Securities, Inc. and J.P. Morgan Securities LLC, for themselves and as representatives of the several other underwriters named therein. Each series of Notes were issued pursuant to the Prospectus Supplement, dated February 23, 2026, filed with the Securities and Exchange Commission (the "SEC") on February 25, 2026 (the "Prospectus Supplement"), and the Prospectus, dated February 23, 2026, filed as part of the shelf registration statement (File No. 333-293636) that became effective under the Securities Act of 1933, as amended, when filed with the SEC on February 23, 2026.

Abbott intends to use the net proceeds from the Notes offering, together with cash on hand and/or additional borrowings (which may include, among other things, issuances of commercial paper), to fund the consideration for the acquisition of Exact Sciences Corporation ("Exact Sciences") pursuant to that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 19, 2025, by and among Abbott, Exact Sciences and Badger Merger Sub I, Inc. (such transaction, the "Exact Sciences Acquisition"), to repay certain indebtedness of Exact Sciences, to pay related fees and expenses, and for general corporate purposes, which may include, without limitation, the repayment of indebtedness. In the event that (x) the Exact Sciences Acquisition is not consummated on or prior to the date that is five (5) business days after the later of (i) February 17, 2027 or (ii) any later date as the parties to the Merger Agreement may agree as the "End Date" thereunder or (y) Abbott notifies the trustee in writing that Abbott will not pursue the consummation of the Exact Sciences Acquisition, Abbott will be required to redeem the Notes then outstanding at a redemption price equal to 101% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the special mandatory redemption date.

Please refer to the Prospectus Supplement for additional information regarding the Notes offering and the terms and conditions of the Notes. The foregoing summary of the Notes does not purport to be complete and is qualified in its entirety by reference to the full text of (i) the Indenture filed as Exhibit 4.1 hereto and (ii) the Officers' Certificate filed as Exhibit 4.2 hereto.