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    SEC Form 11-K filed by Exact Sciences Corporation

    6/25/24 4:06:43 PM ET
    $EXAS
    Medical Specialities
    Health Care
    Get the next $EXAS alert in real time by email
    11-K 1 exas-20231231x11xk.htm 11-K Document
    Table of Contents


    United States
    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549

    ____________________________________________________________

    FORM 11-K
    ____________________________________________________________


    FOR ANNUAL REPORTS OF EMPLOYEE STOCK
    PURCHASE, SAVINGS AND SIMILAR PLANS
    PURSUANT TO SECTION 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

    (Mark One)

    ☒    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    FOR THE FISCAL YEAR ENDED DECEMBER 31, 2023

    OR

    ☐    TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

    FOR THE TRANSITION PERIOD FROM                   TO                   

    COMMISSION FILE NUMBER: 001-35092

    ____________________________________________________________

    A.    Full title of the plan and the address of the plan, if different from that of the issuer named below:

    EXACT SCIENCES CORPORATION 401(K) PLAN

    B.    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

    EXACT SCIENCES CORPORATION
    5505 Endeavor Lane,
    MADISON, WI 53719





    Table of Contents


    EXACT SCIENCES CORPORATION 401(K) PLAN
    TABLE OF CONTENTS
    Page No.
    Report of Independent Registered Public Accounting Firm
    3
    Financial Statements:
    Statements of net assets available for benefits as of December 31, 2023 and 2022
    4
    Statement of changes in net assets available for benefits for year ended December 31, 2023
    5
    Notes to financial statements
    6
    Supplemental Schedules:
    Schedule H, Line 4(a) — Schedule of delinquent participant contributions for the year ended December 31, 2023
    13
    Schedule H, Line 4(i) — Schedule of assets (held at end of year) December 31, 2023
    14
    Signature
    16
    Exhibit Index
    17


    2

    Table of Contents
    Report of Independent Registered Public Accounting Firm

    To the Administrator and Plan Participants of Exact Sciences Corporation 401(k) Plan

    Opinion on the Financial Statements

    We have audited the accompanying statements of net assets available for benefits of Exact Sciences Corporation 401(k) Plan (the “Plan”) as of December 31, 2023 and 2022 and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, including the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2023 and 2022, and the changes in net assets available for benefits for the year ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.

    Basis for Opinion

    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

    We conducted our audits of these financial statements in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

    Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    Supplemental Information

    The supplemental Schedule H, Line 4(a) – Schedule of Delinquent Participant Contributions for the year ended December 31, 2023 and Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2023 have been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental schedules are the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental schedules reconcile to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedules. In forming our opinion on the supplemental schedules, we evaluated whether the supplemental schedules, including their form and content, are presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental schedules are fairly stated, in all material respects, in relation to the financial statements as a whole.



    /s/PricewaterhouseCoopers LLP
    Chicago, Illinois
    June 25, 2024


    We have served as the Plan’s auditor since 2021.
    3

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
    AS OF DECEMBER 31, 2023 AND 2022
    December 31,
    20232022
    Assets
    Mutual funds$143,411,461 $107,972,370 
    Common collective trusts351,408,861 266,272,217 
    Exact Sciences Corporation common stock105,309,604 50,180,767 
    Investments, at fair value600,129,926 424,425,354 
    Employer contributions receivable40,578,015 35,777,197 
    Participant loans receivable4,853,974 3,500,958 
    Other receivable7,529 — 
    Total assets645,569,444 463,703,509 
    Liabilities— — 
    Net assets available for benefits$645,569,444 $463,703,509 
    See accompanying notes to the financial statements.



    4

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
    YEAR ENDED DECEMBER 31, 2023
    2023
    Additions
    Investment income (loss)
    Interest and dividend income$3,928,498 
    Net appreciation in fair value of investments
    100,817,864 
    Total investment income (loss)104,746,362 
    Interest from participant loans receivable258,204 
    Contributions
    Participant66,759,249 
    Employer40,373,737 
    Rollover11,120,783 
    Total contributions118,253,769 
    Total additions223,258,335 
    Deductions
    Benefits paid directly to participants41,156,272 
    Administrative expenses236,128 
    Total deductions41,392,400 
    Net increase
    181,865,935 
    Net assets available for benefits, beginning of year463,703,509 
    Net assets available for benefits, end of year$645,569,444 
    See accompanying notes to the financial statements.

    5

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    NOTES TO FINANCIAL STATEMENTS

    1.    Description of Plan
    The following description of the Exact Sciences Corporation 401(k) Plan and its related trust (collectively, the “Plan”) is provided for general information purposes only. Participants should refer to the current Plan document for a complete description of the Plan’s provisions.
    General
    The Plan is a defined contribution plan, which was established by Exact Sciences Corporation (the “Company”) on January 1, 1998, and provides for elective contributions on the part of the participating employees and employer matching contributions in a discretionary amount, generally up to 6% of employees’ eligible compensation within limits established by the Internal Revenue Code of 1986 (“IRC”). The Plan extends coverage to each U.S. employee of the Company and participating subsidiaries. Independent contractors are excluded from coverage. The Plan has designated the Company as the Plan Administrator, and the Company has delegated administrative responsibilities to the Exact Sciences Benefits Committee and investment responsibilities to the Exact Sciences 401(k) Investment Committee. The Plan Administrator is responsible for the operations of the Plan in accordance with prevailing government requirements. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and provisions of the IRC as it pertains to plans intended to qualify under IRC Section 401(a).
    Plan Amendments and Addendums
    The Plan was restated effective July 1, 2022, as required for pre-approved plans in Cycle 3 of the remedial amendment cycle. The Internal Revenue Service has established a staggered remedial amendment system with six-year amendment cycles for pre-approved plans that are qualified under section 401(a) of the IRC. Under this system, pre-approved plans apply for new opinion letters every six years. As part of the submission for a new opinion letter, pre-approved plan providers must restate their plans for the qualification requirements on the applicable cumulative list of changes in plan qualification requirements. For Cycle 3, employers who adopted a newly approved plan by July 31, 2022, were considered to have adopted the plan within Cycle 3 of the six-year remedial amendment cycle.
    Effective as of January 1, 2023, the Plan Mergers Addendum was updated to add the PreventionGenetics 401(k) Plan, and the Plan was amended to reflect frozen after-tax employee contributions that merged into the Plan. The January 1, 2023, amendment also updated the Participating Employers Addendum to include PreventionGenetics LLC, updated the Eligibility, Service and Vesting Addendum to reflect the PreventionGenetics 401(k) Plan vesting schedules, and updated the Additional Provisions Addendum to preserve the definition of disability that applies to participants whose assets transferred into the Plan from the PreventionGenetics 401(k) Plan for vesting and distribution of those assets. The Plan defines the January 1, 2023, merger "Effective Date" to mean that the Plan and the PreventionGenetics 401(k) Plan existed separately until the last minute of December 31, 2022, and the merged plan existed on the first minute of January 1, 2023. At the end of 2022, PreventionGenetics 401(k) Plan assets were transferred into the Plan.
    6

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    NOTES TO FINANCIAL STATEMENTS

    Contributions
    Plan participants are permitted to make contributions, either pre-tax or Roth contributions, in specified percentages of their annual eligible compensation, subject to certain additional limitations under the IRC. Participants can suspend their contributions at any time and still remain in the Plan. Participants can resume contributions and can change their elected contribution rate, on a prospective basis, at any time. The Plan permits an eligible participant to make pre-tax contributions in excess of the IRC 402(g) limit. These contributions are known as “catch-up contributions.” A participant who attains age 50 during a Plan year is permitted to make catch-up contributions to the Plan, subject to the legal limit on these contributions. The legal limit on catch-up contributions was $7,500 during 2023.
    Effective March 1, 2018, the Plan activated automatic enrollment. Under the automatic enrollment provision, an initial pre-tax deferral contribution of 6% is made for (a) newly eligible employees 30 days after such employee’s date of hire, but no sooner than such employee’s entry date and (b) each eligible employee having a reemployment commencement date on the later of 30 days from the date of rehire or their entry date. Employees are permitted to opt out of automatic enrollment.
    The Company may make matching contributions in a discretionary amount determined each year. For the year ended December 31, 2023, matching contributions were made in shares of the Company’s common stock equal to 100% of an eligible participant’s pre-tax elective contributions and Roth elective deferrals up to a maximum of 6% of the participant’s annual eligible compensation, and within limits established by ERISA and the IRC. Matching contributions are made once a year following the Plan year to the participant's account, provided that, the participant is employed by the Company as of the last day of the Plan year or meets any applicable exceptions to continuing eligibility requirements.
    Participants’ Accounts
    Each participant’s account is credited with the elective contributions made by that participant and the employer matching contributions made by the Company with respect to the participant. The participating employees direct the investment of their elective contributions credited to their account into one or more of the investment choices which have been made available to them. Matching contributions are made in the Company’s common stock but the participants have the option to redirect the investment of the matching contributions credited to their accounts into one or more of the investment choices which have been made available to them. Voting rights are retained by the participants holding the Company’s common stock. Each participant’s account will be credited with its share of the net investment earnings of the funds in which that account is invested. The employees individually enroll in the investment funds of their choice and the investment results directly affect their investment balances. The benefit to which a participant is entitled is the amount that can be provided from the participant’s vested account. The Plan also accepts rollover contributions (i.e., amounts which can be rolled over into a tax qualified plan from another employer’s tax qualified plan).
    Effective May 1, 2023, the Plan provides participants the opportunity to transfer amounts, including earnings, from the vested portion of certain non-Roth accounts under the Plan into a Roth In-Plan Conversion Account. This transfer, called a Roth In-Plan Conversion, converts non-Roth amounts into Roth amounts. Generally, participants may transfer vested amounts, including earnings.
    7

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    NOTES TO FINANCIAL STATEMENTS

    Vesting
    The portion of a participant’s account attributed to elective contributions, qualified non-elective contributions and rollover contributions is fully vested at all times. Vesting of other amounts (e.g., fully vested rights to the portion of a participant’s account arising from employer matching contributions) occurs after the participant’s period of service reaches one year, except as otherwise provided in the Eligibility, Service and Vesting Addendum for participants whose accounts were merged into the Plan. A period of service is measured from an employee’s employment or reemployment commencement date and ends on an employee’s termination date. Notwithstanding the number of years in an employee’s period of service, a participant is considered fully vested in the event of retirement, death or disability while employed.
    Forfeitures
    Forfeitures of terminated participants’ non-vested accounts may be used to pay permissible Plan expenses in accordance with the rules under ERISA and the IRC, and any excess may be applied as a reduction to employer matching contributions, discretionary non-elective contributions or profit sharing contributions. Forfeitures occur in any Plan year in which a terminated participant receives the vested portion of his or her account and consequently forfeits the non-vested balance or in which a terminated participant who does not elect to receive distribution incurs a five-year break in service. If a terminated participant resumes employment with the employer within five years subsequent to the termination date, forfeited amounts may be restored to his or her account. For the year ended December 31, 2023, $179,849 was forfeited from participants’ non-vested accounts. In 2023, $117,443 was used from the forfeiture account to pay permissible Plan expenses. As of December 31, 2023, and 2022, $144,292 and $207,821 remained in the forfeiture account, respectively.
    Payment of Benefits
    Benefits are generally payable following a participant’s termination of employment, death or disability. Benefits are generally payable in a lump sum but may also be paid in installments or through partial withdrawals. Upon demonstration of substantial hardship, and in accordance with specific rules set forth by the Internal Revenue Service (“IRS”) concerning hardship withdrawals, a participant may withdraw elective deferrals, which have not previously been withdrawn, subject to certain limitations.
    Administrative Expenses
    All of the Plan’s administrative expenses, primarily comprised of the costs related to printing and mailing communications to participants, and audit and legal fees, are paid by the Company to the extent not paid with forfeitures, with the exception of administrative expenses for terminated employees. All investment related expenses are paid by the participants.
    2.    Summary of Significant Accounting Policies
    Basis of Accounting
    The financial statements of the Plan have been prepared on the accrual basis of accounting.
    Use of Estimates
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosures of contingent assets and liabilities. Actual results could differ from those estimates.
    8

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    NOTES TO FINANCIAL STATEMENTS

    Risks and Uncertainties
    The Plan invests in various investment securities including mutual funds, common collective trusts and Company common stock. Investment securities are exposed to various risks, such as interest rate, market, equity price and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
    Investment Valuation and Income Recognition
    All investments are carried at fair value or an approximation of fair value. Dividends are recorded on the ex-dividend date and interest is accrued as earned. Purchases and sales of securities are recorded on a trade-date basis. Net appreciation (depreciation) includes the Plan’s gains and losses on investments bought and sold as well as held during the year.
    Participant Loans Receivable
    The Plan allows participants to borrow up to the lesser of half of his or her vested account balance or $50,000. Loans are repaid via after-tax payroll deductions over a period of 60 months. If the loan is for the purchase of a principal residence, the participant may extend to a period of 120 months. Interest rates are set at the date of the loan at the prime rate plus 2% on the first day of the month in which the loan is taken. Interest rates range from 4.25% to 10.50% for loans outstanding at December 31, 2023. Upon termination, participants may contact the Plan's recordkeeper to make arrangements to continue to make loan payments. Any default in repayment will result in a taxable distribution to the participant. Participant loans receivable are measured at their unpaid principal balance plus any accrued but unpaid interest.
    Fair Value Measurements
    The following provides a description of the three levels of input that may be used to measure fair value under Accounting Standards Codification 820, the types of Plan investments that fall under each category, and the valuation methodologies used to measure these investments at fair value.
    Level 1 — Quoted prices available in active markets for identical assets or liabilities;
    Level 2 — Inputs other than Level 1 inputs that are directly or indirectly observable;
    Level 3 — Unobservable inputs in which little or no market data exists
    9

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    NOTES TO FINANCIAL STATEMENTS

    The following table presents the financial assets the Plan measures at fair value on a recurring basis, based upon fair value hierarchy as of December 31, 2023, and 2022:
    Fair Value Measurement at December 31, 2023
    DescriptionQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Fair Value at December 31, 2023
    Mutual funds$143,411,461 $— $— $143,411,461 
    Exact Sciences Corporation common stock105,309,604 — — 105,309,604 
    Total investments at fair value$248,721,065 $— $— $248,721,065 
    Investments at net asset value*351,408,861 
    Total investments$600,129,926 

    Fair Value Measurement at December 31, 2022
    DescriptionQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Fair Value at December 31, 2022
    Mutual funds$107,972,370 $— $— $107,972,370 
    Exact Sciences Corporation common stock50,180,767 — — 50,180,767 
    Total investments at fair value$158,153,137 $— $— $158,153,137 
    Investments at net asset value*266,272,217 
    Total investments$424,425,354 
    *The investment in common collective trusts are measured at fair value using the net asset value per share (or its equivalent) practical expedient and has not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statements of net assets available for benefits.
    The following are descriptions of the composition and valuation of Plan assets measured at fair value:
    Mutual Funds — Mutual funds consist of publicly traded funds of registered investment companies. The fair value of these investments is determined by reference to the fair value of the underlying securities of the mutual funds. The net asset value of the mutual fund’s shares is quoted on the exchange where the fund is traded in an active market.
    10

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    NOTES TO FINANCIAL STATEMENTS

    Common Collective Trusts - Valued at the net asset value (NAV) of the units held by the Plan which are based on the quoted market prices of the underlying securities of the funds. The NAV, as provided by the trustee, is used as a practical expedient to estimating fair value. The NAV is based on the value of the underlying investment assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The Common Collective Trusts have (1) no unfunded commitments, and (2) generally permit a daily redemption frequency but may require a redemption notice period of up to 12 months as of December 31, 2023 and 2022.
    Exact Sciences Corporation Common Stock - The Exact Sciences Corporation common stock fund contains the Plan’s investment in the Company’s common stock and is based on the unadjusted quoted market price. As a result, the fair value of the stock is classified in its entirety as Level 1 within the valuation hierarchy.
    A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
    Benefits
    Benefits are recorded when paid.
    Party-in-Interest Transactions
    Some of the registered investment companies the Plan invests in are managed by affiliates of the Fidelity Management Trust Company. Fidelity Management Trust Company acts as trustee for investments of the Plan. The Plan also invests in shares of the Company’s common stock. Therefore, Plan transactions involving these investment securities qualify as party-in-interest transactions. All of these transactions are exempt from the prohibited transaction rules of ERISA.
    The Plan issues loans to participants, which are secured by the balances in the participants’ accounts. These transactions qualify as party-in-interest transactions.
    Concentration of Investments
    Included in investments at December 31, 2023, and 2022 are 1,423,446 and 1,013,514 shares of the Company’s common stock amounting to $105,309,604 and $50,180,767, respectively. This investment represents 18% and 12% of total investments at December 31, 2023, and 2022, respectively. A significant decline in the market value of the Company’s common stock would significantly affect the net assets available for benefits. During the year ended December 31, 2023, purchases of Exact Sciences common stock by the Plan totaled $39,002,902 and sales of Exact Sciences common stock by the Plan totaled $12,021,081.
    11

    Table of Contents
    EXACT SCIENCES CORPORATION 401(K) PLAN
    NOTES TO FINANCIAL STATEMENTS

    3.    Income Tax Status
    The Plan has adopted the Fidelity Non-Standardized Pre-Approved Profit Sharing Plan with CODA. The Fidelity Non-Standardized Pre-Approved Profit Sharing Plan received a favorable opinion letter from the Internal Revenue Service (“IRS”) on June 30, 2020, stating that the Fidelity Non-Standardized Pre-Approved Profit Sharing Plan is qualified, under the Internal Revenue Code (“IRC”) and, therefore, the related trust is exempt from taxation. The Plan has been amended since the aforementioned date of the opinion letter. However, the Plan administrator believes that the Plan is currently designed, and being operated in, compliance with the applicable requirements of the IRC. The plan administrator is taking action consistent with the Employee Plans Compliance Resolution System (EPCRS) correction methods to correct certain operational errors. Therefore, they believe that the Plan was qualified, and the related trust was tax-exempt as of the financial statement date and no provision for income taxes has been included in the Plan's financial statements.
    Accounting principles generally accepted in the United States of America require plan management to evaluate uncertain tax positions. The financial statement effects of a tax position are recognized when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan Administrator has analyzed the tax positions taken by the Plan and has concluded that as of December 31, 2023 and 2022, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Plan has recognized no interest or penalties related to uncertain tax positions. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. the Plan Administrator believes the Plan is no longer subject to income tax examinations for years prior to 2019.
    4.    Trustee and Custodian
    The funds of the Plan are maintained under a Trust with the Fidelity Management Trust Company as Trustee. The duties and authority of the Trustee are defined in the related Trust Agreement.
    The Custodian of the Plan for the year ended December 31, 2023 and 2022 was Fidelity Management Trust Company. The duties of the Custodian include administration of the trust fund (including income) at the direction of the Trustee, the payment of benefits and loans to plan participants and the payment of expenses incurred by the Plan in accordance with instructions from the Plan Administrator and Trustee (with the option given to participants to individually direct the investment of their interest in the Plan). The Custodian is also responsible for the maintenance of the individual participant records and required to render statements to the participants as to their interest in the Plan.
    5.    Termination
    Although it has not expressed any intent to do so, the Company has the right, in accordance with the Plan document, to terminate its participation in the Plan, subject to the provisions of ERISA and the IRC. If the Plan is fully or partially terminated, all amounts credited to the affected participants’ accounts will become fully vested. Upon termination, the Plan Administrator will take steps necessary to have the assets of the Plan distributed among the affected participants.
    6.    Subsequent Events
    The Company has evaluated subsequent events through the date the financial statements were issued. No subsequent events have been recognized or required additional disclosure in the financial statements.



    12


    Exact Sciences Corporation 401(k) Plan
    Schedule H, Part IV, Line 4a - Schedule of Delinquent Participant Contributions
    For the Year Ended December 31, 2023
    EIN 02-0478229
    Plan # 001



    Total That Constitute Nonexempt Prohibited Transactions
    Plan YearParticipant Contributions and Loan Repayments Transferred Late to PlanContributions Not CorrectedContributions Corrected Outside VFCPContributions Pending Correction in VFCPTotal Fully Corrected Under VFCP and PTE 2002-51
    2023 (1)
    $— $— $— $— $125,978 
    (1)    Withheld deferral in December 10 and 24, 2021 for Thrive Earlier Detection Corporation employees. Subsequent to the merger of the Thrive Earlier Detection Corp. 401(k) Plan, the contributions were remitted to the Exact Sciences Corporation 401(k) Plan, the surviving plan, on January 6 and 7, 2022.
    13

    Table of Contents
    Exact Sciences Corporation 401(k) Plan
    Schedule H, Part IV, Line 4i - Schedule of Assets (Held at End of Year)
    As of December 31, 2023
    EIN 02-0478229
    Plan # 001
    (b)(c) Description of Investment Including
    Identity of Issue, Borrower,Maturity Date, Rate of Interest,(d)(e)
    (a)Lessor or Similar PartyCollateral, Par, or Maturity ValueCostCurrent Value
    Mutual funds
    *Fidelity InvestmentsFid US Bond Idx **$3,832,721 
    *Fidelity InvestmentsFid 500 Index**74 
    *Fidelity Investments Fid Mid Cap Idx **13,293,312 
    *Fidelity Investments Fid Real Est Idx **2,784,400 
    *Fidelity InvestmentsFid Sm Cap Idx **9,665,705 
    *Fidelity InvestmentsFid Total Mkt Idx**51,994,555 
    *Fidelity InvestmentsFid Infl PR BD Idx**1,664,656 
    *Fidelity InvestmentsFid Total Bond K6**2,465,466 
    Goldman Sachs Asset ManagementGS Emerg Mkts EQ R6**3,505,481 
    Delaware InvestmentsDE Ivy Mid CP Gr I**5,964,758 
    T. Rowe PriceTRP Retire I BAL I**220,020 
    T. Rowe PriceTRP Retire I 2005 I**254,212 
    T. Rowe PriceTRP Retire I 2010 I**1,335,411 
    T. Rowe PriceTRP Retire I 2015 I**2,508,493 
    T. Rowe PriceTRP Retire I 2020 I**6,556,675 
    Federated Investors, Inc.Fed IS HighYLD BD R6**2,266,801 
    T. Rowe PriceTRP Overseas Stock I**5,912,652 
    Goldman Sachs Asset ManagementGS Intl SM CP Ins R6**2,044,862 
    BlackRockBlkrk Global Alloc K**1,307,765 
    InvescoInvs Comstock R6**6,381,496 
    J.P. Morgan Asset ManagementUM Behavioral Val R6**3,255,303 
    Columbia Threadneedle InvestmentsCol Contran Core I3**7,297,438 
    Columbia Threadneedle InvestmentsCol SEL Mid CP VL I3**3,260,293 
    American Funds U.S. Government Securities FundAF US Govt SEC R6**1,091,576 
    Clearbridge InvestmentsCBA SM CAP GR IS**4,547,336 
    14

    Table of Contents
    Common collective trusts
    Putnam InvestmentsPutnam Stable Value Fund**8,313,859 
    T. Rowe PriceTRP Retire 2025 F**20,373,932 
    T. Rowe PriceTRP Retire 2030 F**38,071,852 
    T. Rowe PriceTRP Retire 2035 F**47,759,612 
    T. Rowe PriceTRP Retire 2040 F**52,852,920 
    T. Rowe PriceTRP Retire 2045 F**48,722,593 
    T. Rowe PriceTRP Retire 2050 F**49,379,246 
    T. Rowe PriceTRP Retire 2055 F**45,473,032 
    T. Rowe PriceTRP Retire 2060 F**24,839,974 
    T. Rowe PriceTRP Retire 2065 F**2,702,456 
    Franklin Templeton InvestmentsGG Franklin Growth R**12,919,385 
    Company stock
    *Exact Sciences Corporation Common StockCompany stock**$105,306,544 
    *Exact Sciences CorporationStock Purchase Account**3,060 
    Investments, at fair value$600,129,926 
    Other receivables$7,529 
    *Loans to participantsInterest rates ranging from 4.25% to 10.50% due between 2023 and 2039—$4,853,974 
    Total$604,991,429 
    *    Party-in-interest to the Plan
    **    Participant directed investment, cost not required to be reported.

    See accompanying notes to the financial statements.



    15

    Table of Contents
    SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, the Exact Sciences Corporation 401(k) Plan Committee has duly caused this annual report to be signed by the undersigned hereunto duly authorized.
    EXACT SCIENCES CORPORATION 401(K) PLAN
    By:/s/ Kyle Stacey
    Kyle Stacey
    Authorized Plan Representative
    Date: June 25, 2024

    16

    Table of Contents
    EXHIBIT INDEX

    Exhibit Index No.Description
    23.1
    Consent of PricewaterhouseCoopers, LLP


    17
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