Business Description

Overview A leading provider of cancer screening and diagnostic tests, Exact Sciences Corporation (together with its subsidiaries, “Exact,” “we,” “us,” “our” or the “Company”) gives patients and health care professionals the clarity needed to take life-changing action earlier. Building on the success of the Cologuard ® and Oncotype DX ® tests, we are investing in our pipeline to develop innovative solutions for use before, during, and after a cancer diagnosis. During 2025, we achieved many milestones, including: • delivering more than 5.5 million results to patients with our portfolio of cancer tests, • being recognized as a Great Place to Work for the seventh consecutive year, • growing revenue 18% while decreasing operating expenses as a percentage of revenue, • generating cash provided by operating activities of $491.4 million for the year ended December 31, 2025, an improvement of $280.9 million, respectively, compared to the year ended December 31, 2024, • launching Cologuard Plus TM , our next-generation Cologuard test, Oncodetect ® , our molecular residual disease (“MRD”) test, and Cancerguard ® , the first commercially available multi-cancer early detection (“MCED”) blood test analyzing multiple biomarker classes, • obtaining Medicare reimbursement for our Oncodetect test, through the Molecular Diagnostics Services Program (“MolDX”) effective April 2025 for serial use in patients with stage II, III, and resectable stage IV colorectal cancer in the adjuvant and recurrence monitoring settings over a five-year period, • entered into an exclusive license agreement with Freenome Holdings, Inc. (“Freenome”) for blood-based colorectal cancer screening. Our Products and Services With a leading portfolio of products for earlier cancer detection and treatment guidance, we provide patients with earlier, smarter answers. Our current products and services focus on screening and precision oncology tests. Merger Agreement On November 19, 2025, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Abbott Laboratories (“Abbott”) and Badger Merger Sub I, Inc., a direct, wholly owned subsidiary of Abbott (“Merger Sub”), providing for the merger of Merger Sub with and into Exact (the “Merger”) on the terms and subject to the conditions set forth in the Merger Agreement. Upon the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), the separate existence of Merger Sub will cease, and we will continue as the surviving corporation in the Merger and as a direct, wholly owned subsidiary of Abbott. At the Effective Time, on the terms and subject to the conditions set forth in the Merger Agreement, each share of our common stock (other than certain excluded shares) issued and outstanding immediately prior to the Effective Time will be converted into and will thereafter represent the right to receive $105.00 in cash, without interest, less any applicable withholding taxes. Following the Merger, Exact common stock will no longer be publicly traded or listed on The Nasdaq Stock Market LLC. Under the terms of the Merger Agreement, we are subject to various customary covenants and obligations, including among others, until the earlier of the Effective Time and the termination of the Merger Agreement, the obligation to use commercially reasonable efforts to conduct our business in the ordinary course of business in all material respects and to refrain from taking certain actions without Abbott's consent, subject to specified exceptions. We do not believe the restrictions to which we are subject under the Merger Agreement will prevent us from meeting our debt service obligations, ongoing costs of operations, working capital needs or capital expenditure requirements.…