Abbott Laboratories 8-K Filing

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Key Financial Figures

• $0.01 — nd outstanding common shares, par value $0.01 per share (the "Exact Sciences Shares")
• $20,000,000,000 — ditions of the Commitment Letter, up to $20,000,000,000 of senior unsecured bridge loans. Item

Filing Documents

• tm2531676d2_8k.htm (8-K) — 39KB
• tm2531676d2_ex2-1.htm (EX-2.1) — 629KB
• tm2531676d2_ex99-1.htm (EX-99.1) — 40KB
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• 0001104659-25-114422.txt ( ) — 3960KB
• abt-20251119.xsd (EX-101.SCH) — 4KB
• abt-20251119_def.xml (EX-101.DEF) — 28KB
• abt-20251119_lab.xml (EX-101.LAB) — 37KB
• abt-20251119_pre.xml (EX-101.PRE) — 26KB
• tm2531676d2_8k_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 19, 2025, Abbott Laboratories, an Illinois corporation ("Abbott"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with Exact Sciences Corporation, a Delaware corporation ("Exact Sciences"), and Badger Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott ("Merger Sub"). The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Exact Sciences (the "Merger"), with Exact Sciences surviving the Merger as a direct, wholly owned subsidiary of Abbott. each of Exact Sciences' issued and outstanding common shares, par value $0.01 per share (the "Exact Sciences Shares") (other than certain excluded shares) will be converted into the right to receive $ 105.00 in cash, without interest, less any applicable withholding taxes. The treatment at the Effective Time of Exact Sciences' outstanding stock options, restricted stock awards, restricted stock units, performance share units, and deferred stock units is described in the Merger Agreement. Completion of the Merger is subject to customary closing conditions, including (1) the adoption of the Merger Agreement by the affirmative vote of the holders of at least a majority of all outstanding Exact Sciences Shares, (2) there being no law or order restraining, enjoining, making illegal or otherwise prohibiting the consummation of the Merger, and (3) 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 receipt of other specified regulatory approvals. The obligation of each of Abbott and Exact Sciences to consummate the Merger is also conditioned on the other party's representations and warranties being true and correct (subject to specified material

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On November 20, 2025, Abbott and Exact Sciences issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference. On November 20, 2025, Abbott intends to conduct an investor conference call regarding the Merger. The presentation that will be made available in connection with the conference call is furnished hereto as Exhibit 99.2 and is incorporated herein by reference. 1 The information contained in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference to such filing.

01. Other Events

Item 8.01. Other Events. On November 19, 2025, in connection with the execution of the Merger Agreement, Abbott entered into a commitment letter, dated as of November 19, 2025 (the "Commitment Letter"), with Morgan Stanley Senior Funding, Inc. (the "Commitment Party"), pursuant to which the Commitment Party committed to provide,

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Exhibit 2.1 * Agreement and Plan of Merger, dated as of November 19, 2025, by and among Abbott Laboratories, Badger Merger Sub I, Inc. and Exact Sciences Corporation. 99.1 Joint Press Release dated November 20, 2025. 99.2 Presentation to be made available in connection with investor conference call to be held on November 20, 2025. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished. Furnished, not filed. 2 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ABBOTT LABORATORIES Date: November 20, 2025 By: /s/ Philip P. Boudreau Name: Philip P. Boudreau Title:Executive Vice President, Finance and Chief Financial Officer

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