---
schema_version: "secwatch.filing_event.v1"
accession: "0001124140-24-000020"
form_type: "8-K"
ticker: null
cik: "0001124140"
company_name: "EXACT SCIENCES CORP"
filed_at: "2024-04-17T23:59:59+00:00"
generated_at: "2026-06-03T21:31:18.995498+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Exact Sciences exchanges notes; issues $620.7M of 1.75% convertibles due 2031

## Summary
- Issued $620.7M principal of 1.75% Convertible Senior Notes due 2031 in exchange for $359.7M of 0.375% Notes due 2028 and $266.75M cash.
- Initial conversion rate of 10.0644 shares per $1,000 principal; conversion price ~$99.36 per share.
- New notes mature April 15, 2031; interest payable semi-annually; redeemable after April 2029 if stock >=130% of conversion price.
- Holders may require repurchase at 100% principal plus accrued interest upon a fundamental change.
- Notes issued in private placement under Section 4(a)(2) of Securities Act.

## SEC filing metadata
- accession: 0001124140-24-000020
- form_type: 8-K
- cik: 0001124140
- company_name: EXACT SCIENCES CORP
- filed_at: 2024-04-17T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1124140/000112414024000020/0001124140-24-000020-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1124140/000112414024000020/exas-20240417.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001124140-24-000020
- JSON: https://secwatch.observer/filing/0001124140-24-000020.json
- Plain text: https://secwatch.observer/filing/0001124140-24-000020.txt

## Key facts
- Debt Financings
  EXACT SCIENCES CORP incurred convertible notes of $620,709,000 aggregate principal amount with U.S. Bank Trust Company, National Association at 1.75% per year maturing April 15, 2031.
  - Instrument: convertible notes
  - Principal: $620,709,000 aggregate principal amount
  - Counterparty: U.S. Bank Trust Company, National Association
  - Rate: 1.75% per year
  - Maturity: April 15, 2031
  - Event: incurrence
  source text: completed the closing of the transactions contemplated by those exchange and purchase agreements dated April 10, 2024 (the “Agreements”) entered into with certain holders (the “Holders”) of the Company’s 0.375% Convertible Senior Notes due 2028 (the “2028 Notes”). Pursuant to the terms of the Agreements, the Company issued to the Holders $620,709,000 aggregate principal amount of 1.75% Convertible Senior Notes due 2031 (the “2031 Notes”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414024000020/0001124140-24-000020-index.htm
- Material Agreements
  EXACT SCIENCES CORP entered into Fifth Supplemental Indenture with U.S. Bank Trust Company, National Association valued at $620,709,000 aggregate principal amount of 1.75% Convertible Senior Notes due 2031 (effective 2024-04-17).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: U.S. Bank Trust Company, National Association
  - Value: $620,709,000 aggregate principal amount of 1.75% Convertible Senior Notes due 2031
  - Effective: 2024-04-17
  source text: completed the closing of the transactions contemplated by those exchange and purchase agreements dated April 10, 2024 (the “Agreements”) entered into with certain holders (the “Holders”) of the Company’s 0.375% Convertible Senior Notes due 2028 (the “2028 Notes”). Pursuant to the terms of the Agreements, the Company issued to the Holders $620,709,000 aggregate principal amount of 1.75% Convertible Senior Notes due 2031 (the “2031 Notes”) in exchange for $359,662,000 aggregate principal amount of the Holders’ 2028 Notes and $266,750,000 in cash. The 2031 Notes were issued pursuant to an indenture dated as of January 17, 2018 (the “Base Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture dated as of April 17, 2024 (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1124140/000112414024000020/0001124140-24-000020-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.