8-K
EXACT SCIENCES CORP false 0001124140 --12-31 0001124140 2026-03-23 2026-03-23
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 23, 2026

 

 

EXACT SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35092   02-0478229
(State or other jurisdiction of
incorporation)
 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

5505 Endeavor Lane  
Madison, WI   53719
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (608) 284-5700

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. of Form 8-K):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value per share   EXAS   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


Introductory Note

As previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange 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.

The description of the Merger Agreement and related transactions (including the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by reference to, the copy of the Merger Agreement filed as Exhibit 2.1 to the Initial 8-K and incorporated herein by reference.

 

Item 1.01

Entry into a Material Definitive Agreement.

Exact has outstanding 0.3750% Convertible Senior Notes due 2027 (the “2027 Notes”), 0.3750% Convertible Senior Notes due 2028 (the “2028 Notes”), 2.00% Convertible Senior Notes due 2030 (the “2030 Notes”) and 1.75% Convertible Senior Notes due 2031 (the “2031 Notes” and, together with the 2027 Notes, the 2028 Notes and the 2030 Notes, the “Notes”).

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”). Each of the Supplemental Indentures is a supplemental indenture under the indenture between Exact and the Trustee dated as of January 17, 2018.

As a result of the Merger, and pursuant to the Supplemental Indentures, at and after the effective time of the Merger (the “Effective Time”), the right to convert each $1,000 principal amount of the Notes was changed to a right to convert such principal amount of the Notes into solely cash in an amount equal to the conversion rate of the applicable Notes then in effect multiplied by $105.00.

The foregoing description of the Notes and the Supplemental Indentures does not purport to be complete and is subject to, and qualified in its entirety by reference to, the 2027 Supplemental Indenture, the 2028 Supplemental Indenture, the 2030 Supplemental Indenture and the 2031 Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, and incorporated herein by reference.

 

Item 1.02

Termination of a Material Definitive Agreement.

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.

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note and in Items 3.03, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

In accordance with the terms of the Merger Agreement, on March 23, 2026, at the Effective Time, Merger Sub merged with and into Exact, with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.

At the Effective Time, pursuant to the Merger Agreement, each share of Exact’s common stock, par value $0.01 per share (“Common Stock”) (other than dissenting shares and certain excluded shares), issued and outstanding immediately prior to the Effective Time, was converted into the right to receive $105.00 in cash, without interest (the “Per Share Merger Consideration,” and the aggregate Per Share Merger Consideration for all such shares of Common Stock, the “Merger Consideration”), less any applicable withholding taxes.


At the Effective Time:

 

   

Each option to purchase shares of Common Stock granted under an Exact stock plan that was outstanding and unexercised as of immediately prior to the Effective Time, all of which were vested, was cancelled and, in the case of any such option the per-share exercise price of which was less than the Per Share Merger Consideration, converted into the right to receive a cash payment equal to the number of shares of Common Stock for which such option was exercisable multiplied by the excess of the Per Share Merger Consideration over the per-share exercise price of such option, subject to any applicable tax withholding.

 

   

Each share of Common Stock subject to vesting, repurchase or other lapse restriction granted under an Exact stock plan that was outstanding as of immediately prior to the Effective Time was deemed to be fully vested and cancelled and converted into the right to receive the Per Share Merger Consideration, subject to any applicable tax withholding.

 

   

Each restricted stock unit award, deferred stock unit award and performance share unit award granted under an Exact stock plan that was outstanding as of immediately prior to the Effective Time was deemed to be fully vested, with any performance conditions deemed satisfied based on actual levels of achievement of applicable target levels as of the date of the Merger Agreement, and was cancelled and converted into the right to receive the Per Share Merger Consideration in respect of each share of Common Stock subject to such award, subject to any applicable tax withholding, except that, other than in the case of restricted stock unit awards granted to Exact non-employee directors, each restricted stock unit award granted on or after the date of the Merger Agreement was assumed by Abbott as an Abbott restricted stock unit award in respect of a number of shares of Abbott common stock determined based on the Per Share Merger Consideration divided by the average closing price of a share of Abbott common stock for the 10 consecutive trading days ending on and including the trading day immediately prior to the Effective Time and subject to substantially the same terms and conditions, including with respect to double-trigger vesting protections, as were applicable to such restricted stock unit award immediately prior to the Effective Time.

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

On March 23, 2026, Exact notified The Nasdaq Stock Market LLC (the “Nasdaq”) that the Merger had been completed and requested that the Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 to effect the delisting of all shares of Common Stock from the Nasdaq and the deregistration of Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, the Common Stock will no longer be listed on the Nasdaq. Trading of Common Stock on the Nasdaq was halted prior to the opening of trading on March 23, 2026.

Exact intends to file a certification on Form 15 with the SEC to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

 

Item 3.03

Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note and in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

At the Effective Time, each holder of Common Stock issued and outstanding immediately prior to the Effective Time ceased to have any rights with respect to such holder’s shares of Common Stock, except the right to receive the Per Share Merger Consideration in accordance with the Merger Agreement or, in the case of dissenting shares, such consideration as may be determined pursuant to Section 262 of the General Corporation Law of the State of Delaware.

 

Item 5.01

Changes in Control of Registrant.

The information set forth in the Introductory Note and in Items 2.01, 3.03 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, on March 23, 2026, a change in control of Exact occurred, and Exact is now a direct, wholly owned subsidiary of Abbott.

The Merger Consideration was approximately $21 billion, which was funded through a combination of cash on hand and proceeds from debt financing. The Merger Consideration does not include the cash that may become payable upon conversion of the Notes.


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

In accordance with the Merger Agreement, effective as of the Effective Time, Kevin Conroy, Michael Barber, Paul Clancy, D. Scott Coward, James Doyle, Shacey Petrovic, Kimberly Popovits, Leslie Trigg and Katherine Zanotti, comprising the members of Exact’s Board of Directors (the “Board of Directors”) immediately prior to the Effective Time, resigned from the Board of Directors and the committees of the Board of Directors, if any, on which they served. By virtue of the Merger, all of the officers of Exact ceased to hold their respective positions with Exact, effective as of the Effective Time.

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

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, which exhibits are incorporated by reference into this Item 5.03.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
 No. 
  

Description

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 (incorporated by reference to Exhibit 2.1 to Exact’s Current Report on Form 8-K filed with the SEC on November 20, 2025).
Exhibit 3.1    Seventh Amended and Restated Certificate of Incorporation of Exact Sciences Corporation.
Exhibit 3.2    Eighth Amended and Restated Bylaws of Exact Sciences Corporation.
Exhibit 4.1    2027 Supplemental Indenture, dated March 23, 2026.
Exhibit 4.2    2028 Supplemental Indenture, dated March 23, 2026.
Exhibit 4.3    2030 Supplemental Indenture, dated March 23, 2026.
Exhibit 4.4    2031 Supplemental Indenture, dated March 23, 2026.
Exhibit 104    Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document)


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: March 23, 2026   Exact Sciences Corporation
    By:  

/s/ Jacob A. Orville

      Jacob A. Orville
      President

Exhibit 3.1

SEVENTH AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

EXACT SCIENCES CORPORATION

* * *

ARTICLE I

The name of the corporation (hereinafter called the “Corporation”) is Exact Sciences Corporation.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company.

ARTICLE III

The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

The total number of shares of stock which the Corporation shall have authority to issue is 1,000, all of which shall be common stock, and the par value of each such share shall be $0.01.

ARTICLE V

No director (including any advisory director) of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director notwithstanding any provision of law imposing such liability; provided, however, that, to the extent provided by applicable law, this provision shall not eliminate the liability of a director (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL, or (iv) for any transaction from which the director derived an improper personal benefit. No amendment to or repeal of this provision shall apply to or have any effect on the liability or alleged liability of any director for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal.


ARTICLE VI

Section 6.1 Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation), by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. Notwithstanding anything to the contrary in this Article VI, except as set forth in Section 6.6 below, the Corporation shall not indemnify an Indemnitee seeking indemnification in connection with a proceeding (or part thereof) initiated by the Indemnitee unless the initiation thereof was approved by the board of directors of the Corporation.

Section 6.2 Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was, or has agreed to become, a director or officer of the Corporation, or is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted in such capacity, against all expenses (including attorneys’ fees) and amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with such action, suit or proceeding and any appeal therefrom, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.

 

2


Section 6.3 Indemnification for Expenses of Successful Party. Notwithstanding the other provisions of this Article VI, to the extent that an Indemnitee has been successful, on the merits or otherwise, in defense of any action, suit or proceeding referred to in Section 6.1 and Section 6.2 of this Article VI, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, he shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by him or on his behalf in connection therewith. Without limiting the foregoing, if any action, suit or proceeding is disposed of, on the merits or otherwise (including a disposition without prejudice), without (i) the disposition being adverse to the Indemnitee, (ii) an adjudication that the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not act in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that the Indemnitee had reasonable cause to believe his conduct was unlawful, the Indemnitee shall be considered for the purpose hereof to have been wholly successful with respect thereto.

Section 6.4 Notification and Defense of Claim. As a condition precedent to his right to be indemnified, the Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving him for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to the Indemnitee. After notice from the Corporation to the Indemnitee of its election so to assume such defense, the Corporation shall not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with such claim, other than as provided below in this Section 6.4. The Indemnitee shall have the right to employ his own counsel in connection with such claim, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized by the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and the Indemnitee in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of counsel for the Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article VI. The Corporation shall not be entitled, without the consent of the Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for the Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above.

Section 6.5 Advance of Expenses. Subject to the provisions of Section 6.6 below, in the event that the Corporation does not assume the defense pursuant to Section 6.4 of this Article VI of any action, suit, proceeding or investigation of which the Corporation receives notice under this Article VI, any expenses (including attorneys’ fees) incurred by an Indemnitee in defending a civil or criminal action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by an Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of the Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined that the indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article VI. Such undertaking may be accepted without reference to the financial ability of such person to make such repayment.

 

3


Section 6.6 Procedure for Indemnification. In order to obtain indemnification or advancement of expenses pursuant to Section 6.1, Section 6.2, Section 6.3 or Section 6.5 of this Article VI, the Indemnitee shall submit to the Corporation a written request, including in such request such documentation and information as is reasonably available to the Indemnitee and is reasonably necessary to determine whether and to what extent the Indemnitee is entitled to indemnification or advancement of expenses. Any such indemnification or advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of the Indemnitee, unless with respect to requests under Section 6.1, Section 6.2 or Section 6.5 the Corporation determines, by clear and convincing evidence, within such 60-day period that the Indemnitee did not meet the applicable standard of conduct set forth in Section 6.1 or Section 6.2, as the case may be. Such determination shall be made in each instance by (a) a majority vote of the directors of the Corporation who are not at that time parties to the action, suit or proceeding in question (the “disinterested directors”), even though less than a quorum, (b) if there are no such disinterested directors, or if such disinterested directors so direct, by independent legal counsel (who may be regular legal counsel to the corporation) in a written opinion, (c) a majority vote of a quorum of the outstanding shares of stock of all classes entitled to vote for directors, voting as a single class, which quorum shall consist of stockholders who are not at that time parties to the action, suit or proceeding in question, or (d) a court of competent jurisdiction.

Section 6.7 Remedies. The right to indemnification or advances as granted by this Article VI shall be enforceable by the Indemnitee in any court of competent jurisdiction if the Corporation denies such request, in whole or in part, or if no disposition thereof is made within the 60-day period referred to above in Section 6.6. Unless otherwise provided by law, the burden of proving that the Indemnitee is not entitled to indemnification or advancement of expenses under this Article VI shall be on the Corporation. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification is proper in the circumstances because the Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6.6 that the Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the Indemnitee has not met the applicable standard of conduct. The Indemnitee’s expenses (including attorneys’ fees) incurred in connection with successfully establishing his right to indemnification, in whole or in part, in any such proceeding shall also be indemnified by the Corporation.

Section 6.8 Subsequent Amendment. No amendment, termination or repeal of this Article VI or of the relevant provisions of the DGCL or any other applicable laws shall affect or diminish in any way the rights of any Indemnitee to indemnification under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

 

4


Section 6.9 Other Rights. The indemnification and advancement of expenses provided by this Article VI shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of the Indemnitee. Nothing contained in this Article VI shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification rights and procedures different from those set forth in this Article VI. In addition, the Corporation may, to the extent authorized from time to time by its board of directors, grant indemnification rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article VI.

Section 6.10 Partial Indemnification. If an Indemnitee is entitled under any provision of this Article VI to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement actually and reasonably incurred by him or on his behalf in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify the Indemnitee for the portion of such expenses (including attorneys’ fees), judgments, fines or amounts paid in settlement to which the Indemnitee is entitled.

Section 6.11 Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the DGCL.

Section 6.12 Merger or Consolidation. If the Corporation is merged into or consolidated with another corporation and the Corporation is not the surviving corporation, the surviving corporation shall assume the obligations of the Corporation under this Article VI with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the date of such merger or consolidation.

Section 6.13 Savings Clause. If this Article VI or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by an applicable portion of this Article VI that shall not have been invalidated and to the fullest extent permitted by applicable law.

 

5


Section 6.14 Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the DGCL shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

Section 6.15 Subsequent Legislation. If the DGCL is amended after adoption of this Article VI to expand further the indemnification permitted to Indemnitees, then the Corporation shall indemnify such persons to the fullest extent permitted by the DGCL, as so amended.

Section 6.16 Merger Agreement. Reference is made to that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 19, 2025, by and among the Corporation, Abbott Laboratories (“Parent”) and Badger Merger Sub I, Inc. (“Merger Sub”), setting forth, among other things, the terms and conditions of the merger of the Corporation with and into Merger Sub (the effective time of such merger, the “Effective Time”), with the Corporation surviving the merger in accordance with the DGCL as a wholly owned subsidiary of Parent. Notwithstanding anything to the contrary contained in this Amended and Restated Certificate of Incorporation (this “Amended and Restated Certificate of Incorporation”), the provisions of Article V and this Article VI shall not, for a period of at least six (6) years from and after the Effective Time, be amended, repealed or otherwise modified in any manner that could adversely affect the rights hereunder or under the bylaws of the Corporation (the “Bylaws”) of any Indemnified Person (as defined in the Merger Agreement) without such Indemnified Person’s written consent, except to the extent required by applicable law.

ARTICLE VII

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation shall have the power, both before and after receipt of any payment for any of the Corporation’s capital stock, to adopt, amend, repeal or otherwise alter the Bylaws; provided, however, that the grant of such power to the board of directors shall not divest the stockholders of or limit their power to adopt, amend, repeal or otherwise alter the Bylaws.

ARTICLE VIII

The duration of the Corporation shall be perpetual.

ARTICLE IX

Elections of directors need not be by written ballot unless the Bylaws so provide.

ARTICLE X

Whenever a compromise or arrangement is proposed between the Corporation and its creditors or any class of them and/or between the Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a summary way of the Corporation or of any creditor or stockholder thereof or on the application of any receiver or receivers appointed for the Corporation under § 291 of Title 8 of the Delaware Code or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under § 279 of Title 8 of the Delaware Code order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the

 

6


case may be, to be summoned in such manner as the said court directs. If a majority in number representing three fourths in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the stockholders or class of stockholders, of the Corporation, as the case may be, and also on the Corporation.

ARTICLE XI

Subject to Section 6.8 and Section 6.16 the Corporation reserves the right to amend, alter, change, or repeal any provision contained in this Amended and Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation. No amendment, modification or repeal of any provision set forth in this Amended and Restated Certificate of Incorporation shall affect any individual’s right to indemnification or the limitation of liability with respect to any acts or omissions or such individual occurring prior to such amendment, modification or repeal.

* * *

 

7

Exhibit 3.2

EIGHTH AMENDED AND RESTATED

BYLAWS

OF

EXACT SCIENCES CORPORATION

(Delaware)

* * *

ARTICLE I

Offices

Section 1.1 Registered Office. The corporation shall maintain a registered office and registered agent in the State of Delaware. The registered office and/or registered agent of the corporation may be changed from time to time by action of the board of directors.

Section 1.2 Other Offices. The corporation may also have offices at such other places either within or outside the State of Delaware as the board of directors may from time to time determine or the business of the corporation may require.

Section 1.3 Books and Records. Books and records of the corporation may be kept at the corporation’s headquarters or such other location or locations, within or outside the State of Delaware, as may from time to time be designated by the board of directors.

ARTICLE II

Stockholders

Section 2.1 Action by Consent Without Meeting. Any action required or permitted to be taken at any annual or special meeting of stockholders of the corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the corporation by delivery to its principal place of business or to an officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing.

Section 2.2 Annual Elections. An annual election of directors shall be held either by written consent of stockholders without a meeting, under Section 2.1 of these bylaws, or at a meeting at such time as shall be determined by resolution of the board of directors, and duly called to be held at such hour and place either within or without the State of Delaware as may be stated in the call and notice. If the consent is less than unanimous, it will constitute a consent in lieu of the annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of the consent were (i) vacant at the effective time and (ii) filled by action of the consent.


Section 2.3 Special Meetings. Special meetings of stockholders may be held upon call of the president or a majority of the board of directors (and shall be called by the secretary upon written request, stating the purpose of the meeting, of stockholders who together own of record 25% of the outstanding stock of any class entitled to vote at such meeting), at such time and place either within or without the State of Delaware as may be stated in the call and notice.

Section 2.4 Notice of Meetings. Whenever stockholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date, time and means of remote communication, if any, of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Unless otherwise provided by law, the written notice of any meeting shall be given not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the stockholder at their address as it appears on the records of the corporation.

Section 2.5 Adjournments. Any meeting of stockholders may adjourn from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place thereof are announced at the meeting at which the adjournment is taken. At the adjourned meeting the corporation may transact any business which might have been transacted at the original meetings. If the adjournment is for more than thirty days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the board of directors shall fix a new record date for notice of such adjourned meeting in accordance with Section 2.9 of these bylaws, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Section 2.6 Quorum. At each meeting of stockholders, except where otherwise provided by law or the certificate of incorporation or these bylaws, the holders present in person or by proxy of a majority of the outstanding shares of each class of stock entitled to vote at the meeting shall constitute a quorum. For purposes of the foregoing, two or more classes or series of stock shall be considered a single class if entitled to vote together as a single class upon a particular election or question. In the absence of a quorum, the stockholders so present may, by majority vote, adjourn the meeting from time to time in the manner provided by Section 2.5 of these bylaws until a quorum shall attend.

Section 2.7 Organization. Meetings of stockholders shall be presided over by the president, or in their absence by a vice president, or in the absence of the foregoing persons by a chairperson chosen at the meeting. The secretary shall act as secretary of the meeting, but in their absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

 

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Section 2.8 Voting; Proxies. Unless otherwise provided in the certificate of incorporation, each stockholder entitled to vote at any meeting of stockholders, or to express consent or dissent to corporate action in writing without a meeting, shall be entitled to one vote for each share of stock held by him which has voting power upon the matter in question. Each such stockholder may authorize another person or persons to act for him by proxy, but no such proxy shall be voted or acted upon after three years from its date, unless the proxy provides for a longer period. All elections of directors shall be by written ballot, unless otherwise provided in the certificate of incorporation; but voting on other questions by stockholders need not be by ballot and need not be conducted by inspectors. A plurality of the votes cast shall be sufficient for election of directors by stockholders. Unless otherwise provided by law, the certificate of incorporation or these bylaws, or a resolution of the board of directors, all other questions shall be decided by the vote of the holders of a majority of the outstanding shares of all classes of stock entitled to vote thereon present in person or by proxy at a meeting, or by written consent without a meeting of the number of votes required by Section 2.1 of these bylaws.

Section 2.9 Fixing Date for Determination of Stockholders of Record. In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the board of directors may fix in advance a record date, which shall not be more than sixty nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. If no record date is fixed (i) the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held and (ii) the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the board of directors is required by law, shall be the first date on which a signed written consent is delivered to the corporation. If no record date has been fixed by the board of directors and prior action by the board of directors is required by law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the day on which the board of directors adopts the resolution taking such prior action. The record date for determining stockholders for any purpose shall be at the close of business on the day on which the board of directors adopts the resolution relating thereto.

A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the board of directors may fix a new record date for the adjourned meeting.

ARTICLE III

Board of Directors

Section 3.1 Management of Affairs of Corporation. The property and business of the corporation shall be managed by or under the direction of its board of directors. The board of directors may exercise all such powers of the corporation and do all such lawful acts and things as are not reserved exclusively to the stockholders by law, the certificate of incorporation or these bylaws.

 

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Section 3.2 Number; Qualifications. The board of directors shall consist of one or more members. The number of directors shall be such as may be fixed from time to time either by stockholder action or by resolution of the board of directors. Directors need not be stockholders.

Section 3.3 Election; Resignation; Vacancies. Any director may resign at any time upon written notice to the corporation. Any vacancy occurring in the board of directors for any cause may be filled by a majority of the remaining members of the board of directors, although less than a quorum, or by a sole remaining director; or by a plurality of the votes cast at a meeting of stockholders; or by consent in writing signed by the holders of outstanding stock having not less than a majority of the votes of such stock. Whether elected at an annual election of directors or to fill an interim vacancy, each director shall hold office until the next succeeding annual election or until their successor is elected and qualified or until their earlier resignation or removal. Any director or the entire board of directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.

Section 3.4 Regular Meetings. Regular meetings of the board of directors may be held at such places within or without the State of Delaware and at such times as the board of directors may from time to time determine, and if so determined, notices thereof need not be given.

Section 3.5 Special Meetings. Special meetings of the board of directors may be held at any time or place within or without the State of Delaware whenever called by a quorum of the board of directors. At least two days’ notice thereof shall be given by the person or persons calling the meeting.

Section 3.6 Telephonic Meetings Permitted. Members of the board of directors, or any committee designated by the board of directors, may participate in a meeting of such board of directors or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this bylaw shall constitute presence in person at such meeting.

Section 3.7 Quorum. At all meetings of the board of directors a majority of the entire board of directors shall constitute a quorum for the transaction of business. Except in cases in which the certificate of incorporation or these bylaws otherwise provide, the vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

Section 3.8 Organization. Meetings of the board of directors shall be presided over by the president, or in their absence by a chairperson chosen at the meeting. The secretary shall act as secretary of the meeting, but in the secretary’s absence the chairperson of the meeting may appoint any person to act as secretary of the meeting.

Section 3.9 Informal Action by Directors. Any action required or permitted to be taken at any meeting of the board of directors, or of any committee thereof, may be taken without a meeting, if all members of the board of directors or of such committee, as the case may be, consent to the action in writing or by electronic transmission, and the writing or electronic transmission is filed with the minutes of proceedings of the board of directors or committee.

 

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ARTICLE IV

Officers

Section 4.1 Executive Officers; Election; Qualifications; Term of Office; Resignations; Vacancies. The board of directors, as soon as practicable after the annual election of directors in each year, shall elect a president, a secretary, and it may, if it so determines, elect a chairperson of the board of directors who need not be a member, one or more vice presidents, a treasurer and such other officers as the board of directors shall determine. The board of directors may also choose one or more assistant officers. Any offices may be held, and the duties performed, by one and the same person. Each such officer shall hold office until the first meeting, or action by consent without a meeting, of the board of directors after the annual election of directors next succeeding their election, or until their successor is elected and qualified or until their earlier resignation or removal. Any officer may resign at any time upon written notice to the corporation. Any officer may be removed from office at any time by the affirmative vote of a majority of the members of the board of directors then in office. Any vacancy occurring in any office of the corporation by death, resignation, removal or otherwise may be filled for the unexpired portion of the term by the board of directors at any regular or special meeting, or by unanimous written consent without a meeting.

Section 4.2 Powers and Duties of Executive Officers. The officers of the corporation shall have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as from time to time shall be conferred by these bylaws or the board of directors. The president shall, subject to the board of directors, have general direction and supervision of the business operations and affairs of the corporation. The chairperson of the board of directors shall have only such powers and authority as may be specifically delegated to him by the board of directors.

ARTICLE V

Stock

Section 5.1 Certificates. Every holder of stock shall be entitled to have a certificate signed by or in the name of the corporation by any two authorized officers of the corporation, certifying the number of shares owned by him in the corporation. Any of or all the signatures on the certificate may be facsimile. In case any officer, transfer agent, or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if they were such officer, transfer agent, or registrar at the date of issue.

Section 5.2 Lost, Stolen or Destroyed Stock Certificates; Issuance of New Certificates. The corporation may issue a new certificate of stock in the place of any certificate theretofore issued by it, alleged to have been lost, stolen or destroyed, and the corporation may require the owner of the lost, stolen or destroyed certificate, or their legal representative, to give the corporation a bond sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate.

 

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Section 5.3 Transfer of Stock. Transfers of shares of stock shall be made only on the books of the corporation by the registered holder thereof or by its attorney or successor duly authorized as evidenced by documents filed with the secretary or transfer agent of the corporation. In the case of certificated shares, upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, and in compliance with any restrictions on transfer of which the corporation has notice applicable to the certificate or shares represented thereby, the corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. The board of directors may adopt such additional rules and regulations as it deems advisable concerning the transfer and registration of certificates of stock of the corporation.

ARTICLE VI

Miscellaneous

Section 6.1 Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the board of directors. In the absence of such a resolution, the fiscal year of the corporation shall be the calendar year.

Section 6.2 Seal. The corporate seal shall have the name of the corporation inscribed thereon and shall be in such form as may be approved from time to time by the board of directors.

Section 6.3 Waiver of Notice of Meetings of Stockholders, Directors and Committees. Any written waiver of notice, signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. The presence of a person at a meeting, or their participation in a telephonic meeting, shall constitute a waiver of notice, except when a person attends a meeting or participates in a telephonic meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called, convened or initiated. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the stockholders, directors or members of a committee of directors need be specified in any written waiver of notice.

Section 6.4 Insurance. If authorized by the board of directors, the corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or who is or has served at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, to the full extent permitted by the DGCL as in effect at the time of the adoption of these bylaws or as amended from time to time.

 

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Section 6.5 Amendment of Bylaws. These bylaws may be altered, amended or repealed by (i) the affirmative vote of a majority of the stock having voting power present in person or by proxy at any annual meeting of stockholders at which a quorum is present, or at any special meeting of stockholders at which a quorum is present, if notice of the proposed alteration, amendment or repeal is contained in the notice of such special meeting, or (ii) the affirmative vote of a majority of the directors then qualified and acting at any regular or special meeting of the board, if the certificate of incorporation confers such power upon the board; provided, however, that the stockholders may provide specifically for limitations on the power of directors to amend particular bylaws and, in such event, the directors’ power of amendment shall be so limited; and further provided that no reduction in the number of directors shall have the effect of removing any director prior to the expiration of such director’s term of office.

 

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Exhibit 4.1

SIXTH SUPPLEMENTAL INDENTURE

THIS SIXTH SUPPLEMENTAL INDENTURE (this “Sixth Supplemental Indenture”) dated as of March 23, 2026 between Exact Sciences Corporation, a Delaware corporation, as issuer (the “Company”) and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of January 17, 2018 (the “Base Indenture”), and the Second Supplemental Indenture, dated as of March 8, 2019 (the “Second Supplemental Indenture”, together with the Base Indenture, the “2027 Notes Indenture”) providing for the issuance of the 0.3750% Convertible Senior Notes due 2027 (the “Notes”);

WHEREAS, the Company entered into that certain Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), by and among the Company, Abbott Laboratories, an Illinois corporation (“Abbott”), and Badger Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a direct wholly owned subsidiary of Abbott;

WHEREAS, subject to the Merger Agreement and the terms and conditions contained therein, on the Merger Effective Date (as defined below) each share of Common Stock of the Company, $0.01 par value per share, issued and outstanding immediately prior to the Merger Effective Date (other than certain shares as set forth in the Merger Agreement) will be converted into the right to receive $105.00 in cash;

WHEREAS, pursuant to Section 10.05 of the Second Supplemental Indenture, the Merger constitutes a Merger Event, and the 2027 Notes Indenture provides that, prior to or at the Merger Effective Date, the Company shall execute with the Trustee a supplemental indenture, without the consent of any Holders of Notes as permitted by Section 9.01(h) of the Second Supplemental Indenture, providing that, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes shall, without the consent of any Holders, be changed into a right to convert such principal amount of Notes into Reference Property;

WHEREAS, pursuant to the terms of the Merger Agreement and Section 10.05 of the Second Supplemental Indenture, each unit of Reference Property consists of $105.00 in cash; and

WHEREAS, all conditions for the execution and delivery of this Sixth Supplemental Indenture have been complied with or have been done or performed.


ARTICLE I

DEFINED TERMS

Section 1.01. Defined Terms. A term defined in the 2027 Notes Indenture has the same meaning when used in this Sixth Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this Sixth Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Sixth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined shall include the plural as well as the singular, unless context otherwise requires.

ARTICLE II

EFFECT OF MERGER

Section 2.01. Conversion of Notes. In accordance with Section 10.05 of the Second Supplemental Indenture, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes is hereby changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Merger Event would have been entitled to receive upon the Merger Effective Date, which amount is equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per share of Common Stock in the Merger, and settlement of any conversion hereafter shall occur by the third Business Day following the Conversion Date, (A) which in the case of a conversion in connection with a Make-Whole Fundamental Change resulting from the Merger will be cash equal to $1,075.20 per $1,000 principal amount of Notes based on a Conversion Rate equal to (i) 8.9554 units of Reference Property per $1,000 principal amount of Notes plus (ii) 1.2846 additional units of Reference Property (as determined by reference to the table set forth in Section 10.03 of the Second Supplemental Indenture based on the Effective Date of the Make-Whole Fundamental Change resulting from the Merger being March 23, 2026 (the “Merger Effective Date”) and the price paid per share of Common Stock in the Make-Whole Fundamental Change being $105.00, and (B) which in the case of a conversion at all other times when such Notes are convertible after the 35th Trading Day following the Merger Effective Date will be cash equal to $940.32 per $1,000 principal amount of Notes. Accordingly, any reference in respect of the Holders’ conversion rights to a share of Common Stock in the 2027 Notes Indenture shall be deemed a reference to a right to receive an amount equal to $105.00 and the provisions of the 2027 Notes Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert the Notes into Reference Property.

Section 2.02. Effectiveness. This Sixth Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. The Trustee accepts the 2027 Notes Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth herein, as supplemented hereby.

 

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ARTICLE III

MISCELLANEOUS

Section 3.01. Effectiveness; Construction. The Sixth Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee as of the date hereof. Upon such effectiveness, the 2027 Notes Indenture shall be supplemented in accordance herewith. The Sixth Supplemental Indenture shall form a part of the 2027 Notes Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the 2027 Notes Indenture shall be bound thereby. The 2027 Notes Indenture and the Sixth Supplemental Indenture shall henceforth be read and construed together.

Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the 2027 Notes Indenture shall remain in full force and effect.

Section 3.03. No Third-Party Beneficiaries. Nothing in the Sixth Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties to the 2027 Notes Indenture, any Paying Agent, any Conversion Agent, any authenticating agent, any Registrar and their successors under the 2027 Notes Indenture or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the 2027 Notes Indenture, as supplemented hereby.

Section 3.04. Severability. In the event any provision of the Sixth Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 3.05. Headings. The Article and Section headings of the Sixth Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of the Sixth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.06. Successors. All agreements of the Company and the Trustee in the Sixth Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not.

Section 3.07. Governing Law. THIS SIXTH SUPPLEMENTAL INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE 2027 NOTES INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.08. Counterpart Signatures. The Sixth Supplemental Indenture may be executed by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, statement enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the

 

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same instrument. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Section 3.09. Regarding the Trustee. In entering into this Sixth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the 2027 Notes Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity, execution or sufficiency of this Sixth Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as a statement of the Company.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental Indenture to be duly executed as of the day and year first written above.

 

EXACT SCIENCES CORPORATION

By:   /s/ James Herriott
  Name: James Herriott
  Title: Senior Vice President, General Counsel and Secretary


U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, as trustee

By:   /s/ Allison Lancaster-Poole
  Name: Allison Lancaster-Poole
  Title: Vice President

Exhibit 4.2

SEVENTH SUPPLEMENTAL INDENTURE

THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh Supplemental Indenture”) dated as of March 23, 2026 between Exact Sciences Corporation, a Delaware corporation, as issuer (the “Company”) and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of January 17, 2018 (the “Base Indenture”), and the Third Supplemental Indenture, dated as of February 27, 2020 (the “Third Supplemental Indenture”, together with the Base Indenture, the “2028 Notes Indenture”) providing for the issuance of the 0.3750% Convertible Senior Notes due 2028 (the “Notes”);

WHEREAS, the Company entered into that certain Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), by and among the Company, Abbott Laboratories, an Illinois corporation (“Abbott”), and Badger Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a direct wholly owned subsidiary of Abbott;

WHEREAS, subject to the Merger Agreement and the terms and conditions contained therein, on the Merger Effective Date (as defined below) each share of Common Stock of the Company, $0.01 par value per share, issued and outstanding immediately prior to the Merger Effective Date (other than certain shares as set forth in the Merger Agreement) will be converted into the right to receive $105.00 in cash;

WHEREAS, pursuant to Section 10.05 of the Third Supplemental Indenture, the Merger constitutes a Merger Event, and the 2028 Notes Indenture provides that, prior to or at the Merger Effective Date, the Company shall execute with the Trustee a supplemental indenture, without the consent of any Holders of Notes as permitted by Section 9.01(h) of the Third Supplemental Indenture, providing that, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes shall, without the consent of any Holders, be changed into a right to convert such principal amount of Notes into Reference Property;

WHEREAS, pursuant to the terms of the Merger Agreement and Section 10.05 of the Third Supplemental Indenture, each unit of Reference Property consists of $105.00 in cash; and

WHEREAS, all conditions for the execution and delivery of this Seventh Supplemental Indenture have been complied with or have been done or performed.


ARTICLE I

DEFINED TERMS

Section 1.01. Defined Terms. A term defined in the 2028 Notes Indenture has the same meaning when used in this Seventh Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this Seventh Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Seventh Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined shall include the plural as well as the singular, unless context otherwise requires.

ARTICLE II

EFFECT OF MERGER

Section 2.01. Conversion of Notes. In accordance with Section 10.05 of the Seventh Supplemental Indenture, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes is hereby changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Merger Event would have been entitled to receive upon the Merger Effective Date, which amount is equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per share of Common Stock in the Merger, and settlement of any conversion hereafter shall occur by the third Business Day following the Conversion Date, (A) which in the case of a conversion in connection with a Make-Whole Fundamental Change resulting from the Merger will be cash equal to $1,054.99 per $1,000 principal amount of Notes based on a Conversion Rate equal to (i) 8.2076 units of Reference Property per $1,000 principal amount of Notes plus (ii) 1.8399 additional units of Reference Property (as determined by reference to the table set forth in Section 10.03 of the Third Supplemental Indenture based on the Effective Date of the Make-Whole Fundamental Change resulting from the Merger being March 23, 2026 (the “Merger Effective Date”) and the price paid per share of Common Stock in the Make-Whole Fundamental Change being $105.00, and (B) which in the case of a conversion at all other times when such Notes are convertible after the 35th Trading Day following the Merger Effective Date will be cash equal to $861.80 per $1,000 principal amount of Notes. Accordingly, any reference in respect of the Holders’ conversion rights to a share of Common Stock in the 2028 Notes Indenture shall be deemed a reference to a right to receive an amount equal to $105.00 and the provisions of the 2028 Notes Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert the Notes into Reference Property.

Section 2.02. Effectiveness. This Seventh Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. The Trustee accepts the 2028 Notes Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth herein, as supplemented hereby.

 

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ARTICLE III

MISCELLANEOUS

Section 3.01. Effectiveness; Construction. The Seventh Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee as of the date hereof. Upon such effectiveness, the 2028 Notes Indenture shall be supplemented in accordance herewith. The Seventh Supplemental Indenture shall form a part of the 2028 Notes Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the 2028 Notes Indenture shall be bound thereby. The 2028 Notes Indenture and the Seventh Supplemental Indenture shall henceforth be read and construed together.

Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the 2028 Notes Indenture shall remain in full force and effect.

Section 3.03. No Third-Party Beneficiaries. Nothing in the Seventh Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties to the 2028 Notes Indenture, any Paying Agent, any Conversion Agent, any authenticating agent, any Registrar and their successors under the 2028 Notes Indenture or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the 2028 Notes Indenture, as supplemented hereby.

Section 3.04. Severability. In the event any provision of the Seventh Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 3.05. Headings. The Article and Section headings of the Seventh Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of the Seventh Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.06. Successors. All agreements of the Company and the Trustee in the Seventh Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not.

Section 3.07. Governing Law. THIS SEVENTH SUPPLEMENTAL INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE 2028 NOTES INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.08. Counterpart Signatures. The Seventh Supplemental Indenture may be executed by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, statement enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned,

 

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or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Section 3.09. Regarding the Trustee. In entering into this Seventh Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the 2028 Notes Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity, execution or sufficiency of this Seventh Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as a statement of the Company.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Seventh Supplemental Indenture to be duly executed as of the day and year first written above.

 

EXACT SCIENCES CORPORATION

By:  

/s/ James Herriott

 

Name:

  James Herriott
 

Title:

  Senior Vice President, General Counsel and Secretary


U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, as trustee

By:  

/s/ Allison Lancaster-Poole

 

Name: Allison Lancaster-Poole

 

Title:  Vice President

Exhibit 4.3

EIGHTH SUPPLEMENTAL INDENTURE

THIS EIGHTH SUPPLEMENTAL INDENTURE (this “Eighth Supplemental Indenture”) dated as of March 23, 2026 between Exact Sciences Corporation, a Delaware corporation, as issuer (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of January 17, 2018 (the “Base Indenture”), and the Fourth Supplemental Indenture, dated as of March 1, 2023 (the “Fourth Supplemental Indenture”, together with the Base Indenture, the “2030 Notes Indenture”) providing for the issuance of the 2.0% Convertible Senior Notes due 2030 (the “Notes”);

WHEREAS, the Company entered into that certain Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), by and among the Company, Abbott Laboratories, an Illinois corporation (“Abbott”), and Badger Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a direct wholly owned subsidiary of Abbott;

WHEREAS, subject to the Merger Agreement and the terms and conditions contained therein, on the Merger Effective Date (as defined below) each share of Common Stock of the Company, $0.01 par value per share, issued and outstanding immediately prior to the Merger Effective Date (other than certain shares as set forth in the Merger Agreement) will be converted into the right to receive $105.00 in cash;

WHEREAS, pursuant to Section 10.05 of the Fourth Supplemental Indenture, the Merger constitutes a Merger Event, and the 2030 Notes Indenture provides that, prior to or at the Merger Effective Date, the Company shall execute with the Trustee a supplemental indenture, without the consent of any Holders of Notes as permitted by Section 9.01(h) of the Fourth Supplemental Indenture, providing that, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes shall, without the consent of any Holders, be changed into a right to convert such principal amount of Notes into Reference Property;

WHEREAS, pursuant to the terms of the Merger Agreement and Section 10.05 of the Fourth Supplemental Indenture, each unit of Reference Property consists of $105.00 in cash; and

WHEREAS, all conditions for the execution and delivery of this Eighth Supplemental Indenture have been complied with or have been done or performed.


ARTICLE I

DEFINED TERMS

Section 1.01. Defined Terms. A term defined in the 2030 Notes Indenture has the same meaning when used in this Eighth Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this Eighth Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Eighth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined shall include the plural as well as the singular, unless context otherwise requires.

ARTICLE II

EFFECT OF MERGER

Section 2.01. Conversion of Notes. In accordance with Section 10.05 of the Fourth Supplemental Indenture, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes is hereby changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Merger Event would have been entitled to receive upon the Merger Effective Date, which amount is equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per share of Common Stock in the Merger, and settlement of any conversion hereafter shall occur by the third Business Day following the Conversion Date, (A) which in the case of a conversion in connection with a Make-Whole Fundamental Change resulting from the Merger will be cash equal to $1,422.48 per $1,000 principal amount of Notes based on a Conversion Rate equal to (i) 12.3724 units of Reference Property per $1,000 principal amount of Notes plus (ii) 1.1750 additional units of Reference Property (as determined by reference to the table set forth in Section 10.03 of the Fourth Supplemental Indenture based on the Effective Date of the Make-Whole Fundamental Change resulting from the Merger being March 23, 2026 (the “Merger Effective Date”) and the price paid per share of Common Stock in the Make-Whole Fundamental Change being $105.00, and (B) which in the case of a conversion at all other times when such Notes are convertible after the 35th Trading Day following the Merger Effective Date will be cash equal to $1,299.10 per $1,000 principal amount of Notes. Accordingly, any reference in respect of the Holders’ conversion rights to a share of Common Stock in the 2030 Notes Indenture shall be deemed a reference to a right to receive an amount equal to $105.00 and the provisions of the 2030 Notes Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert the Notes into Reference Property.

Section 2.02. Effectiveness. This Eighth Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. The Trustee accepts the 2030 Notes Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth herein, as supplemented hereby.

 

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ARTICLE III

MISCELLANEOUS

Section 3.01. Effectiveness; Construction. The Eighth Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee as of the date hereof. Upon such effectiveness, the 2030 Notes Indenture shall be supplemented in accordance herewith. The Eighth Supplemental Indenture shall form a part of the 2030 Notes Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the 2030 Notes Indenture shall be bound thereby. The 2030 Notes Indenture and the Eighth Supplemental Indenture shall henceforth be read and construed together.

Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the 2030 Notes Indenture shall remain in full force and effect.

Section 3.03. No Third-Party Beneficiaries. Nothing in the Eighth Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties to the 2030 Notes Indenture, any Paying Agent, any Conversion Agent, any authenticating agent, any Registrar and their successors under the 2030 Notes Indenture or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the 2030 Notes Indenture, as supplemented hereby.

Section 3.04. Severability. In the event any provision of the Eighth Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 3.05. Headings. The Article and Section headings of the Eighth Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of the Eighth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.06. Successors. All agreements of the Company and the Trustee in the Eighth Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not.

Section 3.07. Governing Law. THIS EIGHTH SUPPLEMENTAL INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE 2030 NOTES INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.08. Counterpart Signatures. The Eighth Supplemental Indenture may be executed by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, statement enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no

 

3


duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Section 3.09. Regarding the Trustee. In entering into this Eighth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the 2030 Notes Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity, execution or sufficiency of this Eighth Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as a statement of the Company.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Eighth Supplemental Indenture to be duly executed as of the day and year first written above.

 

EXACT SCIENCES CORPORATION

By:   /s/ James Herriott
  Name: James Herriott
  Title: Senior Vice President, General Counsel and Secretary


U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, as trustee

By:   /s/ Allison Lancaster-Poole
 

Name: Allison Lancaster-Poole

 

Title: Vice President

Exhibit 4.4

NINTH SUPPLEMENTAL INDENTURE

THIS NINTH SUPPLEMENTAL INDENTURE (this “Ninth Supplemental Indenture”) dated as of March 23, 2026 between Exact Sciences Corporation, a Delaware corporation, as issuer (the “Company”) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee are parties to an Indenture, dated as of January 17, 2018 (the “Base Indenture”), and the Fifth Supplemental Indenture, dated as of April 17, 2024 (the “Fifth Supplemental Indenture”, together with the Base Indenture, the “2031 Notes Indenture”) providing for the issuance of the 1.75% Convertible Senior Notes due 2031 (the “Notes”);

WHEREAS, the Company entered into that certain Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), by and among the Company, Abbott Laboratories, an Illinois corporation (“Abbott”), and Badger Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Abbott (“Merger Sub”), pursuant to which, on the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub merged with and into the Company (the “Merger”), with the Company continuing as the surviving corporation and becoming a direct wholly owned subsidiary of Abbott;

WHEREAS, subject to the Merger Agreement and the terms and conditions contained therein, on the Merger Effective Date (as defined below) each share of Common Stock of the Company, $0.01 par value per share, issued and outstanding immediately prior to the Merger Effective Date (other than certain shares as set forth in the Merger Agreement) will be converted into the right to receive $105.00 in cash;

WHEREAS, pursuant to Section 10.05 of the Fifth Supplemental Indenture, the Merger constitutes a Merger Event, and the 2031 Notes Indenture provides that, prior to or at the Merger Effective Date, the Company shall execute with the Trustee a supplemental indenture, without the consent of any Holders of Notes as permitted by Section 9.01(h) of the Fifth Supplemental Indenture, providing that, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes shall, without the consent of any Holders, be changed into a right to convert such principal amount of Notes into Reference Property;

WHEREAS, pursuant to the terms of the Merger Agreement and Section 10.05 of the Fifth Supplemental Indenture, each unit of Reference Property consists of $105.00 in cash; and

WHEREAS, all conditions for the execution and delivery of this Ninth Supplemental Indenture have been complied with or have been done or performed.


ARTICLE I

DEFINED TERMS

Section 1.01. Defined Terms. A term defined in the 2031 Notes Indenture has the same meaning when used in this Ninth Supplemental Indenture unless such term is otherwise defined herein or amended or supplemented pursuant to this Ninth Supplemental Indenture. The words “herein,” “hereof,” “hereunder,” and words of similar import refer to this Ninth Supplemental Indenture as a whole and not to any particular Article, Section or other subdivision. The terms defined shall include the plural as well as the singular, unless context otherwise requires.

ARTICLE II

EFFECT OF MERGER

Section 2.01. Conversion of Notes. In accordance with Section 10.05 of the Fifth Supplemental Indenture, from and after the Merger Effective Date, the right to convert each outstanding $1,000 principal amount of Notes is hereby changed into a right to convert such principal amount of Notes solely into a number of units of Reference Property that a holder of a number of shares of Common Stock equal to the Conversion Rate immediately prior to the Merger Event would have been entitled to receive upon the Merger Effective Date, which amount is equal to the Conversion Rate in effect on the Conversion Date multiplied by the price paid per share of Common Stock in the Merger, and settlement of any conversion hereafter shall occur by the third Business Day following the Conversion Date, (A) which in the case of a conversion in connection with a Make-Whole Fundamental Change resulting from the Merger will be cash equal to $1,255.68 per $1,000 principal amount of Notes based on a Conversion Rate equal to (i) 10.0644 units of Reference Property per $1,000 principal amount of Notes plus (ii) 1.8945 additional units of Reference Property (as determined by reference to the table set forth in Section 10.03 of the Fifth Supplemental Indenture based on the Effective Date of the Make-Whole Fundamental Change resulting from the Merger being March 23, 2026 (the “Merger Effective Date”) and the price paid per share of Common Stock in the Make-Whole Fundamental Change being $105.00, and (B) which in the case of a conversion at all other times when such Notes are convertible after the 35th Trading Day following the Merger Effective Date will be cash equal to $1,056.76 per $1,000 principal amount of Notes. Accordingly, any reference in respect of the Holders’ conversion rights to a share of Common Stock in the 2031 Notes Indenture shall be deemed a reference to a right to receive an amount equal to $105.00 and the provisions of the 2031 Notes Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert the Notes into Reference Property.

Section 2.02. Effectiveness. This Ninth Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. The Trustee accepts the 2031 Notes Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth herein, as supplemented hereby.

ARTICLE III

MISCELLANEOUS

Section 3.01. Effectiveness; Construction. The Ninth Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee as of the date hereof. Upon such effectiveness, the 2031 Notes Indenture shall be supplemented in accordance herewith. The Ninth Supplemental Indenture shall form a part of the 2031 Notes Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered under the 2031 Notes Indenture shall be bound thereby. The 2031 Notes Indenture and the Ninth Supplemental Indenture shall henceforth be read and construed together.

 

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Section 3.02. Indenture Remains in Full Force and Effect. Except as supplemented hereby, all provisions in the 2031 Notes Indenture shall remain in full force and effect.

Section 3.03. No Third-Party Beneficiaries. Nothing in the Ninth Supplemental Indenture, expressed or implied, shall give to any Person, other than the parties to the 2031 Notes Indenture, any Paying Agent, any Conversion Agent, any authenticating agent, any Registrar and their successors under the 2031 Notes Indenture or the Holders of the Notes, any benefit or any legal or equitable right, remedy or claim under the 2031 Notes Indenture, as supplemented hereby.

Section 3.04. Severability. In the event any provision of the Ninth Supplemental Indenture shall be invalid, illegal or unenforceable, then (to the extent permitted by law) the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired.

Section 3.05. Headings. The Article and Section headings of the Ninth Supplemental Indenture have been inserted for convenience of reference only and are not to be considered a part of the Ninth Supplemental Indenture and shall in no way modify or restrict any of the terms or provisions hereof.

Section 3.06. Successors. All agreements of the Company and the Trustee in the Ninth Supplemental Indenture shall bind their respective successors and assigns whether so expressed or not.

Section 3.07. Governing Law. THIS NINTH SUPPLEMENTAL INDENTURE AND THE NOTES, AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THE 2031 NOTES INDENTURE OR THE NOTES, SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.08. Counterpart Signatures. The Ninth Supplemental Indenture may be executed by means of (i) an original manual signature, (ii) a faxed, scanned or photocopied manual signature or (iii) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, statement enactments of the Uniform Electronic Transaction Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code (collectively, “Signature Law”), in each case, in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no

 

3


duty to investigate, confirm or otherwise verify the validity or authenticity thereof. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the Uniform Commercial Code or other Signature Law due to the character or intended character of the writings.

Section 3.09. Regarding the Trustee. In entering into this Ninth Supplemental Indenture, the Trustee shall be entitled to the benefit of every provision of the 2031 Notes Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee, whether or not elsewhere herein so provided. The Trustee makes no representations as to the validity, execution or sufficiency of this Ninth Supplemental Indenture other than as to the validity of its execution and delivery by the Trustee. The Trustee assumes no responsibility for the correctness of the recitals contained herein, which shall be taken as a statement of the Company.

[Signature Pages Follow]

 

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IN WITNESS WHEREOF, the parties hereto have caused this Ninth Supplemental Indenture to be duly executed as of the day and year first written above.

 

EXACT SCIENCES CORPORATION
By:   /s/ James Herriott
  Name: James Herriott
  Title: Senior Vice President, General Counsel and Secretary


U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION, as trustee

By:   /s/ Allison Lancaster-Poole
  Name: Allison Lancaster-Poole
  Title: Vice President