EVP, GM, Precision Oncology Baranick Brian converted options into 73,080 shares, covered exercise/tax liability with 84,097 shares and was granted 92,523 shares, increasing direct ownership by 364% to 103,874 units (SEC Form 4)
$EXAS
Medical Specialities
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EXACT SCIENCES CORP [ EXAS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/23/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/23/2025 | M | 3,955(1) | A | $0 | 26,323 | D | |||
| Common Stock | 12/23/2025 | F | 2,009(2) | D | $101.82 | 24,314 | D | |||
| Common Stock | 12/23/2025 | M | 9,450(1) | A | $0 | 33,764 | D | |||
| Common Stock | 12/23/2025 | F | 4,799(2) | D | $101.82 | 28,965 | D | |||
| Common Stock | 12/23/2025 | M | 14,845(1) | A | $0 | 43,810 | D | |||
| Common Stock | 12/23/2025 | F | 7,539(2) | D | $101.82 | 36,271 | D | |||
| Common Stock | 12/23/2025 | M | 28,779(1) | A | $0 | 65,050 | D | |||
| Common Stock | 12/23/2025 | F | 14,614(2) | D | $101.82 | 50,436 | D | |||
| Common Stock | 12/23/2025 | M | 16,051(1) | A | $0 | 66,487 | D | |||
| Common Stock | 12/23/2025 | F | 8,151(2) | D | $101.82 | 58,336 | D | |||
| Common Stock | 12/23/2025 | A | 42,523(3) | A | $0 | 100,859 | D | |||
| Common Stock | 12/23/2025 | F | 21,594(4) | D | $101.82 | 79,265 | D | |||
| Common Stock | 12/23/2025 | A | 20,584(5) | A | $0 | 99,849 | D | |||
| Common Stock | 12/23/2025 | F | 10,453(4) | D | $101.82 | 89,396 | D | |||
| Common Stock | 12/24/2025 | A | 29,416(6) | A | $0 | 118,812 | D | |||
| Common Stock | 12/24/2025 | F | 14,938(4) | D | $101.59 | 103,874 | D | |||
| Common Stock | 670 | I | Held in 401(k) Plan | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (7) | 12/23/2025 | M | 3,955 | (8) | (8) | Common Stock | 3,955 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | 12/23/2025 | M | 9,450 | (9) | (9) | Common Stock | 9,450 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | 12/23/2025 | M | 14,845 | (10) | (10) | Common Stock | 14,845 | $0 | 0 | D | ||||
| Restricted Stock Units | (7) | 12/23/2025 | M | 28,779 | (11) | (11) | Common Stock | 28,779 | $0 | 0 | D | ||||
| Restricted Stock Units | (8) | 12/23/2025 | M | 16,051 | (12) | (12) | Common Stock | 16,051 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 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. Each restricted stock unit represents a contingent right to receive one share of common stock. |
| 8. 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. |
| 9. 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. |
| 10. 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. |
| 11. 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. |
| 12. This award was scheduled to vest in three equal installments on August 5, 2026, August 5, 2027, and August 5, 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. |
| /s/ Brian Baranick by Mark Busch, attorney-in-fact | 12/30/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||