8-K
filed March 23, 2026, 7:59 PM ET
CIK 0001124140
M&A
confidence high
sentiment neutral
materiality 0.85
EXACT SCIENCES CORP: M&A transaction — 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.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
EXACT SCIENCES CORP: Bylaws amended and restated in their entirety.
- Change
- bylaw amendment
Exact text from the filing
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
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.7
EXACT SCIENCES CORP: Certificate of incorporation amended and restated in its entirety.
- Change
- charter amendment
Exact text from the filing
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
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
EXACT SCIENCES CORP underwent a change of control involving Abbott Laboratories for $105.00 in cash (closed 2026-03-23).
- Action
- change of control
- Counterparty
- Abbott Laboratories
- Consideration
- $105.00 in cash
- Closing
- 2026-03-23
Exact text from the 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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
EXACT SCIENCES CORP terminated Credit Agreement with JPMorgan Chase Bank, N.A. (effective 2026-03-23).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- JPMorgan Chase Bank, N.A.
- Effective
- 2026-03-23
Exact text from the 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.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
EXACT SCIENCES CORP amended Supplemental Indentures with U.S. Bank Trust Company, National Association (effective 2026-03-23).
- Action
- amendment
- Agreement
- notes offering
- Counterparty
- U.S. Bank Trust Company, National Association
- Effective
- 2026-03-23
Exact text from the filing
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 ”).
View on SEC.gov
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