8-K filed March 23, 2026, 7:59 PM ET CIK 0001124140

M&A confidence high sentiment neutral materiality 0.85

Abbott completes acquisition of Exact Sciences for $105/share cash, ~$21B

EXACT SCIENCES CORP

Merger effective March 23, 2026; each Exact share converted into $105.00 cash without interest.
Total merger consideration approximately $21 billion, funded via cash on hand and debt.
All Exact directors resigned at effective time; officers ceased positions.
Outstanding options, RSUs, and performance units cashed out or assumed by Abbott.
Exact's convertible notes now convertible solely into cash based on $105 conversion rate; stock delisted from Nasdaq.

item 1.01 item 1.02 item 2.01 item 3.01 item 3.03 item 5.01 item 5.02 item 5.03 item 9.01

Machine-readable event card

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company_name: EXACT SCIENCES CORP
filed_at: 2026-03-23T23:59:59+00:00
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Source-grounded claims

e2dbac397b2999660eb84be48f0e05c8d7fd778b

EXACT SCIENCES CORP: Bylaws amended and restated in their entirety.

At the Effective Time, the certificate of incorporation and bylaws of Exact were each amended and restated in their entirety as set forth in Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K

SEC 8-K Item 5.03/5.05/5.06 confidence 0.7 SEC evidence

f9d2331527b065fae023b7b29a44b8b383aa4a95

EXACT SCIENCES CORP: Certificate of incorporation amended and restated in its entirety.

At the Effective Time, the certificate of incorporation and bylaws of Exact were each amended and restated in their entirety as set forth in Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K

SEC 8-K Item 5.03/5.05/5.06 confidence 0.7 SEC evidence

0e301344f33581f126a404fc3bb122ee1b165f2d

EXACT SCIENCES CORP underwent a change of control involving Abbott Laboratories for $105.00 in cash (closed 2026-03-23).

xchange Commission (the “ SEC ”) on November 20, 2025 (the “ Initial 8 -K ”), by Exact Sciences Corporation, a Delaware corporation (“ Exact ”), Exact entered into an Agreement and Plan of Merger, dated as of November 19, 2025 (the “ Merger Agreement ”), with Abbott Laboratories, an Illinois corporation (“ Abbott ”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“ Merger Sub ”), providing for the merger of Merger Sub with and into Exact (the “ Merger ”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

20c85222e09e87d5e9a716906e92e35d7e1b3499

EXACT SCIENCES CORP terminated Credit Agreement with JPMorgan Chase Bank, N.A. (effective 2026-03-23).

On March 23, 2026, Exact repaid in full any outstanding principal and paid any accrued and unpaid interest (together with all fees, expenses and other amounts owed in connection therewith), and effectuated the release of all liens securing any obligations and the release of all guarantees, under the Credit Agreement, dated as of January 13, 2025, among Exact, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

f538f0b2d5e3d0e22c9d410c453ad2a6873116c8

EXACT SCIENCES CORP amended Supplemental Indentures with U.S. Bank Trust Company, National Association (effective 2026-03-23).

On March 23, 2026, Exact and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “ Trustee ”), entered into the Sixth Supplemental Indenture with respect to the 2027 Notes (the “ 2027 Supplemental Indenture ”), the Seventh Supplemental Indenture with respect to the 2028 Notes (the “ 2028 Supplemental Indenture ”), the Eighth Supplemental Indenture with respect to the 2030 Notes (the “ 2030 Supplemental Indenture ”) and the Ninth Supplemental Indenture with respect to the 2031 Notes (the “ 2031 Supplemental Indenture ” and, together with the 2027 Supplemental Indenture, the 2028 Supplemental Indenture and the 2030 Supplemental Indenture, the “ Supplemental Indentures ”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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Enviri II Corp June 1, 2026, 5:18 PM ET m_and_a Items 1.01, 2.03, 3.03, 5.03, 5.01, 5.02, 5.05, 7.01, 9.01

same fact type: governance_change, ma_transaction, material_agreement same SEC item: 1.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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At the Effective Time, the certificate of incorporation and bylaws of Exact were each amended and restated in their entirety as set forth in Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K

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In connection with the Spin-Off, the Board adopted the Code of Conduct, a copy of which is available on New Enviri’s website at www.enviri.com.

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ENVIRI Corp June 1, 2026, 5:15 PM ET m_and_a Items 1.02, 2.01, 3.01, 3.03, 5.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 9.01 same event type: m_and_a similar materiality

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xchange Commission (the “ SEC ”) on November 20, 2025 (the “ Initial 8 -K ”), by Exact Sciences Corporation, a Delaware corporation (“ Exact ”), Exact entered into an Agreement and Plan of Merger, dated as of November 19, 2025 (the “ Merger Agreement ”), with Abbott Laboratories, an Illinois corporation (“ Abbott ”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“ Merger Sub ”), providing for the merger of Merger Sub with and into Exact (the “ Merger ”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.

Comparable filing

On June 1, 2026, pursuant to the terms of the Separation Agreement and the Merger Agreement, the following series of transactions occurred

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European Wax Center, Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.02, 5.03, 5.01, 8.01, 9.01

same fact type: ma_transaction, material_agreement same SEC item: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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xchange Commission (the “ SEC ”) on November 20, 2025 (the “ Initial 8 -K ”), by Exact Sciences Corporation, a Delaware corporation (“ Exact ”), Exact entered into an Agreement and Plan of Merger, dated as of November 19, 2025 (the “ Merger Agreement ”), with Abbott Laboratories, an Illinois corporation (“ Abbott ”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“ Merger Sub ”), providing for the merger of Merger Sub with and into Exact (the “ Merger ”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.

Comparable filing

excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $5.80 per share of Class A Common Stock, without interest thereon (the “ Class A Per Share Price ”), (ii) each share of the Company’s Class B common stock, par value $0.00001 per share

Filing page SEC filing

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Enhanced Group Inc. May 8, 2026, 7:59 PM ET m_and_a Items 1.01, 2.01, 5.06, 3.02, 9.01, 4.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.05, 7.01

same fact type: governance_change, ma_transaction same SEC item: 1.01, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

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At the Effective Time, the certificate of incorporation and bylaws of Exact were each amended and restated in their entirety as set forth in Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K

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As a result of the Business Combination, the Company ceased being a shell company

Filing page SEC filing

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same fact type: ma_transaction same SEC item: 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

xchange Commission (the “ SEC ”) on November 20, 2025 (the “ Initial 8 -K ”), by Exact Sciences Corporation, a Delaware corporation (“ Exact ”), Exact entered into an Agreement and Plan of Merger, dated as of November 19, 2025 (the “ Merger Agreement ”), with Abbott Laboratories, an Illinois corporation (“ Abbott ”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“ Merger Sub ”), providing for the merger of Merger Sub with and into Exact (the “ Merger ”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

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OceanFirst closes acquisition of Flushing Financial; issues shares to Warburg Pincus

OCEANFIRST FINANCIAL CORP June 1, 2026, 5:19 PM ET m_and_a Items 1.01, 3.02, 2.01, 2.03, 3.03, 5.02, 5.03, 7.01, 9.01

same fact type: ma_transaction same SEC item: 1.01, 2.01, 3.03, 5.02, 5.03, 9.01 same event type: m_and_a similar materiality

This filing

xchange Commission (the “ SEC ”) on November 20, 2025 (the “ Initial 8 -K ”), by Exact Sciences Corporation, a Delaware corporation (“ Exact ”), Exact entered into an Agreement and Plan of Merger, dated as of November 19, 2025 (the “ Merger Agreement ”), with Abbott Laboratories, an Illinois corporation (“ Abbott ”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“ Merger Sub ”), providing for the merger of Merger Sub with and into Exact (the “ Merger ”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.

Comparable filing

of Flushing (“ Flushing Common Stock ”) issued and outstanding immediately prior to the Effective Time, subject to certain exceptions, was converted into the right to receive 0.85 of a share (the “ Exchange Ratio ”) of common stock, par value $0.01 per share, of OceanFirst (“ OceanFirst Common Stock ” and such consideration, the “ Merger Consideration ”).

Filing page SEC filing

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same fact type: material_agreement same SEC item: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 9.01 same event type: m_and_a similar materiality

This filing

On March 23, 2026, Exact repaid in full any outstanding principal and paid any accrued and unpaid interest (together with all fees, expenses and other amounts owed in connection therewith), and effectuated the release of all liens securing any obligations and the release of all guarantees, under the Credit Agreement, dated as of January 13, 2025, among Exact, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.

Comparable filing

In connection with the consummation of the Mergers, CECO paid or caused to be paid, on behalf of Thermon, all amounts necessary to satisfy and discharge in full the then-outstanding obligations of Thermon under that certain Amended and Restated Credit Agreement, dated September 29, 2021, by and among Thermon Holding Corp., Thermon Canada Inc., the other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent, which was further amended on November 19, 2021, March 7, 2023, and December 29, 2023 (as amended, restated, supplemented or otherwise modified from time to time, together with all related credit documentation, the “Credit Agreement”). In connection therewith, the Credit Agreement and all commitments thereunder were terminated.

Filing page SEC filing

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xchange Commission (the “ SEC ”) on November 20, 2025 (the “ Initial 8 -K ”), by Exact Sciences Corporation, a Delaware corporation (“ Exact ”), Exact entered into an Agreement and Plan of Merger, dated as of November 19, 2025 (the “ Merger Agreement ”), with Abbott Laboratories, an Illinois corporation (“ Abbott ”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“ Merger Sub ”), providing for the merger of Merger Sub with and into Exact (the “ Merger ”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.

Comparable filing

KUBRA became an indirect wholly owned subsidiary of the Company. Pursuant to the Purchase Agreement, the aggregate cash purchase price for the Acquisition was approximately $372 million, subject to customary post-closing adjustments. The closing cash consideration was funded with a combination of cash on hand and borrowings under the Credit Agreement described

Filing page SEC filing

Source: SEC EDGAR

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