ABBOTT LABORATORIES

Filing Date

Apr 28, 2026

Transaction Date

Apr 24, 2026

Accession Number

0001306119-26-000002

Form Type

3

Footnotes

1. (F1)On March 23, 2026, Abbott Laboratories ("Abbott") acquired Exact Sciences Corporation ("Exact") pursuant to the Agreement and Plan of Merger, dated as of November 19, 2025 (the "Merger Agreement"), by and among Abbott, Exact and Badger Merger Sub I, Inc. ("Merger Sub"). Pursuant to the terms of, and subject to the conditions contained in, the Merger Agreement, Merger Sub merged with and into Exact, with Exact surviving as a direct, wholly owned subsidiary of Abbott (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Exact ("Exact common stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was automatically converted into the right to receive $105.00 in cash, without interest, less any applicable withholding taxes (the "Merger Consideration").
2. (F2)Further, each restricted stock unit award granted under an Exact stock plan (each, an "RSU") on or after November 19, 2025, other than RSU awards granted to Exact's non-employee directors, was assumed by Abbott at the Effective Time as an Abbott restricted stock unit award on substantially the same terms and conditions as were applicable to the corresponding RSU award (including with respect to double-trigger vesting protections), with the number of Abbott common shares underlying such Abbott restricted stock unit award determined based on the Merger Consideration divided by the average closing price of an Abbott common share for the 10 consecutive trading days ending on and including the trading day immediately preceding the Effective Time.
3. (F3)These shares represent an RSU award that fully accelerated and became payable upon the reporting person's separation from service upon the Exact change in control at the Effective Time. One quarter of the award was settled immediately at the Effective Time. The remaining three quarters of the award will be settled in shares six months and one day after the Effective Time. The award includes the right to have shares withheld for tax purposes.