Form 4: Exact Sciences Director Katherine Zanotti Reports Stock Transactions, Including Rule 10b5-1 Sale

Exact Sciences Corp. Director Katherine S. Zanotti reported the acquisition of 5,398 shares of common stock as compensation and the subsequent sale of 3,207 shares under a pre-arranged Rule 10b5-1 trading plan.

Summary

• Katherine S. Zanotti, a Director at Exact Sciences Corp. (EXAS), reported changes in her beneficial ownership of common stock.
• On June 12, 2025, Ms. Zanotti acquired 5,398 shares of common stock. These shares were issued as restricted stock pursuant to the Company's non-employee director compensation policy, with a reported price of $0.
• Following this acquisition, her beneficial ownership increased to 75,966 shares.
• On June 13, 2025, Ms. Zanotti disposed of 3,207 shares of common stock at a price of $53.20 per share.
• This sale was executed pursuant to a Rule 10b5-1 trading plan, which was established on November 25, 2024.
• After these transactions, Ms. Zanotti's beneficial ownership stands at 72,759 shares of Exact Sciences Corp. common stock.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While there is a net reduction in shares, the acquisition of shares as compensation is positive, and the sale was pre-planned under a 10b5-1 plan, which mitigates negative interpretations of insider selling.

Positives

• Acquisition of 5,398 shares of common stock as part of non-employee director compensation, indicating ongoing equity alignment with the company's performance.

Negatives

• Disposition of 3,207 shares of common stock, which represents a reduction in direct beneficial ownership.

Risks

• While the sale was pre-planned under a Rule 10b5-1 plan, insider selling, even if routine, can sometimes be perceived negatively by investors as it reduces a director's direct stake in the company.

Future Outlook

NA

Management Comments

• "These shares of restricted stock were issued pursuant to the Company's non-employee director compensation policy."
• "The sale reported in this field was effected pursuant to a Rule 10b5-1 trading plan entered into on November 25, 2024."

Industry Context

NA

Corporate Governance

Related Party Transactions

• The acquisition of 5,398 shares of restricted stock by Katherine S. Zanotti, a director, from Exact Sciences Corp. as part of her non-employee director compensation policy.

Stakeholder Impact

• Shareholders: May observe the director's net reduction in direct share ownership, though the pre-planned nature of the sale under Rule 10b5-1 typically lessens concerns. The compensation grant aligns director interests with shareholders.

Key Dates

Keywords

Exact Sciences, EXAS, Katherine Zanotti, insider trading, Form 4, beneficial ownership, stock transactions, Rule 10b5-1, director compensation, stock sale