Executive equity overhauled as Exact Sciences (EXAS) completes Abbott cash merger
Rhea-AI Filing Summary
Exact Sciences EVP Brian Baranick reported changes in his equity as the Abbott acquisition closed. On March 23, 2026, Exact Sciences merged into a wholly owned Abbott subsidiary, with each share of Exact common stock converted into the right to receive $105.00 in cash.
At the merger’s effective time, his performance-based restricted stock units became fully vested based on actual performance levels and were cancelled for cash at $105.00 per underlying share. His outstanding restricted stock units were disposed of or converted, and his Exact common stock holdings, including shares in a 401(k) plan, were surrendered to the issuer, leaving no remaining Exact holdings reported after these transactions.
Certain restricted stock units granted on or after November 19, 2025 were assumed by Abbott as replacement restricted stock units on substantially the same terms, with the new awards vesting in four equal annual installments beginning on February 25, 2027.
Positive
- None.
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Insights
Executive equity is cashed out and rolled into Abbott awards as the merger closes.
The disclosure shows how EVP Brian Baranick’s Exact Sciences equity was treated in the Abbott takeover. Each Exact common share and performance-based restricted stock unit converted into the right to receive $105.00 in cash at the merger’s effective time.
Performance-based restricted stock units vested based on actual performance levels as of November 19, 2025, then were cancelled for cash. Other outstanding restricted stock units granted on or after that date were not cashed out but were assumed by Abbott as replacement awards on largely the same terms.
The assumed Abbott restricted stock units will vest over four equal annual installments beginning on February 25, 2027, illustrating a typical change-of-control structure that both delivers cash consideration and preserves long-term incentives under the new parent. The filing does not present open-market buying or selling, but rather mechanical treatment of awards in a completed merger.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 28,063 | $0.00 | -- |
| Grant/Award | Common Stock | 33,321 | $0.00 | -- |
| Disposition | Common Stock | 137,195 | $0.00 | -- |
| Disposition | Common Stock | 795 | $0.00 | -- |
Footnotes (1)
- On March 23, 2026, pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of November 19, 2025, by and among Exact Sciences Corporation, a Delaware corporation (the "Issuer"), 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"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a direct, wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each performance based restricted stock unit ("PSU") outstanding as of immediately prior to the Effective Time was deemed to be fully vested, with any performance conditions deemed satisfied based on actual levels of achievement of applicable target levels as of November 19, 2025, and was cancelled and converted into the right to receive $105.00 in cash, without interest (the "Merger Consideration") in respect of each share of the Issuer's common stock, par value $0.01 per share ("Common Stock") subject to such PSU, less any applicable tax withholding. At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of Common Stock, issued and outstanding immediately prior to the Effective Time, with certain exceptions, was converted into the right to receive the Merger Consideration. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock. These RSUs vest in four equal annual installments beginning on February 25, 2027. At the Effective Time, each outstanding RSU as of immediately prior to the Effective Time that was granted on or after November 19, 2025 was assumed by Parent at the Effective Time as a Parent restricted stock unit on substantially the same terms and conditions as were applicable to the corresponding RSU (including with respect to double-trigger vesting protections), with the number of Parent common shares underlying such Parent restricted stock unit determined based on the Merger Consideration divided by the average closing price of a Parent common share for the 10 consecutive trading days ending on and including the trading day immediately preceding the Effective Time.
