Exact Sciences Corporation

Item 1.01 Entry into a Material Definitive Agreement. On November 19, 2025, Exact Sciences Corporation, a Delaware corporation (“Exact”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Abbott Laboratories, an Illinois corporation (“Parent”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into Exact (the “Merger”). Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), the separate existence of Merger Sub will cease, and, from and after the Effective Time, Exact will continue as the surviving corporation in the Merger. Exact’s board of directors (the “Board”) unanimously (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement are advisable and in the best interests of Exact and its stockholders, (ii) authorized and approved the execution, delivery and performance of the Merger Agreement by and on behalf of Exact, (iii) resolved to recommend the adoption of the Merger Agreement and the approval of the transactions contemplated thereby by the stockholders of Exact (the “Recommendation”) and (iv) directed that the Merger Agreement be submitted to the stockholders of Exact for adoption. At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Exact’s common stock, par value $0.01 per share (“Common Stock”) (other than dissenting shares and certain excluded shares), issued and outstanding immediately prior to the Effective Time, will be converted into and will thereafter represent the right to receive $105.00 in cash, without interest (the “Per Share Merger Consideration,” and in the aggregate for all such shares of Common Stock, the “Merger Consideration”), less any applicable withholding taxes. Under the terms of the Merger Agreement: At the Effective Time, each option to purchase shares of Common Stock granted under an Exact stock plan that is outstanding and unexercised as of immediately prior to the Effective Time, all of which are vested, will be cancelled and, in the case of any such option the per-share exercise price of which is less than the Per Share Merger Consideration, converted into the right to receive a cash payment equal to the number of shares of Common Stock for which such option is exercisable multip... At the Effective Time, each share of Common Stock subject to vesting, repurchase or other lapse restriction granted under an Exact stock plan that is outstanding as of immediately prior to the Effective Time will be deemed to be fully vested and cancelled and converted into the right to receive the Per Share Merger Consideration, less any applicable tax withholding. At the Effective Time, each restricted stock unit, deferred stock unit and performance share unit granted under an Exact stock plan that is outstanding as of immediately prior to the Effective Time will be deemed to be fully vested, with any performance conditions deemed satisfied based on actual levels of achievement of applicable target levels as of the date of the Merger Agreement, and will be cancelled and converted into the right to receive the Per Share Merger Consideration in respe... The parties’ respective obligations to consummate the Merger are subject to the satisfaction or waiver of customary mutual conditions, including (i) the adoption of the Merger Agreement by the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon (the “Stockholder Approval”), (ii) the expiration or termination of the waiting period applicable to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and all consents, approvals or authorizations of, declarations or filings with or notices to any governmental authority pursuant to specified other applicable competition or foreign investment laws in connection with the Merger having been obtained and made, as the case may be, and being in full force and effect without the imposition of any Burdensome Condition (as defined in the Merger Agreement) and (iii) the absence of any law or order that is in effect restraining, enjoining, making illegal or otherwise prohibiting consummation of the Merger. The obligations of Parent and Merger Sub, on the one hand, and Exact, on the other hand, to consummate the Merger are also subject to the satisfaction or waiver of customary unilateral conditions, including the accuracy of each other’s representations and warranties and each other’s performance or compliance with all covenants and agreements required to be performed by it or complied with by it under the Merger Agreement at or prior to the closing of the Merger (in each case subject to customary materiality qualifiers). The obligations of Parent and Merger Sub to consummate the Merger are further conditioned upon the absence of a material adverse effect with respect to Exact since the date of the Merger Agreement. Exact has made representations and warranties and covenants in the Merger Agreement customary for a transaction of this nature. Among other things, Exact is subject to restrictions on its ability to solicit acquisition proposals from third parties, to provide information to, and to continue or enter into communications, discussions or negotiations with, third parties regarding alternative acquisition proposals. In addition, the Merger Agreement requires that, until the earlier of the Effective Time and the termination of the Merger Agreement, Exact must (i) use commercially reasonable efforts to conduct its business in the ordinary course of business in all material respects and to preserve intact its respective business organization, assets, goodwill, permits and business relationships and (ii) refrain from taking certain actions without Parent’s consent, subject to specified exceptions. The Merger Agreement contains specified termination rights for Exact and Parent, including if (i) the Merger is not consummated by November 19, 2026, subject to certain exceptions, (ii) any law or order restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger or making the Merger illegal is in effect and has become final and non-appealable, (iii) the Stockholder Approval is not obtained upon a vote taken on the adoption of the Merger Agreement at the meeting of Exact stockholders held for the purpose of obtaining the Stockholder Approval (the “Stockholders Meeting”) or any adjournment or postponement thereof or (iv) the other party breaches or fails to perform its representations, warranties, agreements or covenants in the Merger Agreement in a manner that would cause the conditions to the closing of the Merger to not be satisfied and does not cure such breach or failure within the applicable cure period, subject to certain exceptions. In addition, prior to obtaining the Stockholder Approval (x) Exact may terminate the Merger Agreement in order to enter into a definitive agreement with respect to a superior proposal and (y) Parent may terminate the Merger Agreement if the Board fails to include the Recommendation in the proxy statement relating to the Stockholders Meeting; withdraws or changes the Recommendation in a manner adverse to Parent or proposes publicly to do so; fails to confirm the Recommendation publicly under specified circumstances at Parent’s request; approves or recommends an acquisition proposal with respect to Exact other than the Merger; or, if a tender or exchange offer for shares of Common Stock is commenced, fails within a specified period to recommend against acceptance of the tender or exchange offer. In connection with the termination of the Merger Agreement under specified circumstances, Exact may be required to pay to Parent a termination fee of $628,694,446. The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the copy of the Merger Agreement that is filed as Exhibit 2.1 to this report and which is incorporated by reference herein. The Merger Agreement and the above description of the Merger Agreement have been included to provide investors with information regarding the terms of the Merger Agreement. They are not intended to provide any other factual information about Exact, Parent, Merger Sub or their respective affiliates. The representations, warranties and covenants of Exact contained in the Merger Agreement have been made only for purposes of the Merger Agreement as of specified dates and (except as expressly set forth in the Merger Agreement) solely for the benefit of the parties to the Merger Agreement; may be subject to qualifications and limitations agreed upon by such parties, including being qualified by information contained in reports filed by Exact with the U.S. Securities and Exchange Commission (the “SEC”) and by confidential disclosures delivered by Exact to Parent in connection with the Merger Agreement; were negotiated with the principal purpose of allocating risk between the parties, rather than establishing matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors or reports and other documents filed with the SEC. Accordingly, investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Exact or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Exact’s public disclosures. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding Exact that is or will be contained or incorporated by reference in the proxy statement that Exact will file with the SEC in connection with the transactions contemplated by the Merger Agreement and in the reports and other documents that Exact files or has filed with the SEC.

Item 8.01. Other Events. On November 20, 2025, Exact and Parent issued a joint press release announcing the execution of the Merger Agreement and the proposed transaction. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated by reference herein.