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 | (9) | 12/23/2025 | M | 1,648 | (10) | (10) | Common Stock | 1,648 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (9) | 12/23/2025 | M | 3,780 | (11) | (11) | Common Stock | 3,780 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (9) | 12/23/2025 | M | 7,125 | (12) | (12) | Common Stock | 7,125 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (9) | 12/23/2025 | M | 13,893 | (13) | (13) | Common Stock | 13,893 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (10) | 12/23/2025 | M | 7,334 | (14) | (14) | Common Stock | 7,334 | $ 0 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Herriott James C/O EXACT SCIENCES CORP. 5505 ENDEAVOR LANE MADISON, WI 53719 |
SVP, General Counsel & Sec | |||
| /s/ James Herriott 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) | Represents performance-based restricted share units granted to the reporting person on February 24, 2023 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2025. The vesting of the portion reflected herein was accelerated in order to mitigate the potential impact of Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and certain of its employees in connection with the pending transactions contemplated by the Agreement and Plan of Merger, dated November 19, 2025, by and among the Issuer, Abbott Laboratories, and Badger Merger Sub I, Inc. (the "Section 280G Mitigation"). |
| (4) | Represents shares of Common Stock retained by 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 performance based restricted stock units. |
| (5) | Represents performance-based restricted share units granted to the reporting person on February 26, 2024 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2026. The vesting of the portion reflected herein was accelerated in connection with the Section 280G Mitigation. |
| (6) | Represents performance-based restricted share units granted to the reporting person on February 24, 2025 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2027. The vesting of the portion reflected herein was accelerated in connection with the Section 280G Mitigation. |
| (7) | Represents performance-based restricted share units granted to the reporting person on May 6, 2025 and that were scheduled to vest or be forfeited based on the attainment of performance-based vesting conditions during the performance period ending on December 31, 2027. The vesting of the portion reflected herein was accelerated in connection with the Section 280G Mitigation. |
| (8) | In addition to the shares of Common Stock reported on this Form 4, which total 69,371 shares, Mr. Herriott also holds, in the aggregate, an additional 3,654 vested and unvested options to purchase shares of Common Stock. |
| (9) | Each restricted stock unit represents a contingent right to receive one share of common stock. |
| (10) | This award was scheduled to vest on February 25, 2026, 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. |
| (11) | This award was scheduled to vest in two equal installments on February 27, 2026 and February 26, 2027, 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. |
| (12) | This award was scheduled to vest in three equal installments on February 27, 2026, February 26, 2027, and February 29, 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. |
| (13) | 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. |
| (14) | This award was scheduled to vest in four equal installments on May 6, 2026, May 6, 2027, May 6, 2028, and May 6, 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. |