Exact Sciences CORP DEFA14A Filing

FAQ

Key Financial Figures

• $0.01 — e on which registered Common Stock, $0.01 par value per share EXAS The Nasdaq
• $436,056 — ated 2025 Annual Bonus in the amount of $436,056 and (ii) 713,931 shares subject to Exac
• $507,150 — ated 2025 Annual Bonus in the amount of $507,150 and (ii) 63,099 shares subject to Exact
• $537,257 — ated 2025 Annual Bonus in the amount of $537,257; (ii) 73,080 shares subject to Exact RS
• $517,132 — ated 2025 Annual Bonus in the amount of $517,132; (ii) 73,080 shares subject to Exact RS
• $442,509 — ated 2025 Annual Bonus in the amount of $442,509; (ii) 47,208 shares subject to Exact RS
• $0 — ___ 9. Amount paid for the property: $0 Pursuant to Treas. Reg. 1.83-2(e), a

Filing Documents

• d33273ddefa14a.htm (DEFA14A) — 62KB
• 0001193125-25-332355.txt ( ) — 63KB

SIGNATURES

SIGNATURES 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. Date: December 29, 2025 Exact Sciences Corporation By: /s/ Aaron Bloomer Aaron Bloomer Executive Vice President and Chief Financial Officer Exhibit 10.1 Form of Acceleration and Clawback Agreement As you are aware, on November 19, 2025, Exact Sciences Corporation, a Delaware corporation (the " Company "), entered into an Agreement and Plan of Merger (as it may be amended, the " Merger Agreement "), with 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 "), pursuant to which, among other things and subject to the terms and conditions contained in the Merger Agreement, Merger Sub will merge with and into the Company (the " Merger "), with the Company surviving as an indirect wholly owned subsidiary of Parent. In connection with the Merger, certain employees of the Company and its subsidiaries, including yourself, may be eligible to receive payments that may be considered "excess parachute payments" under Section 280G of the Internal Revenue Code of 1986, as amended (" Section 280G "), which may result in the imposition of an excise tax on such employees. On December __, 2025, the Human Capital Committee of the Board of Directors of the Company (the " Committee ") approved certain actions to mitigate the potential adverse impact of Section 280G on certain impacted employees, including you, including accelerating to December 2025 (the actual date of such accelerated payment, the " Acceleration Date ") the payment of certain compensation that could otherwise have been paid to you in subsequent years. As described in Section 4 below, such acceleration of your payments is conditioned upon your timely execution of this Acceleration and Cla

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