Item 8.01 Other Events.

On August11, 2017, Exact Sciences Corporation (the “Company”) reported that Kevin Conroy, Chairman and Chief Executive Officer, has entered into a pre-arranged, written stock trading plan (the “Plan”) that is intended to satisfy the requirements of Rule10b5-1(c)under the Securities Exchange Act of 1934.

The Plan covers the remaining portion of the stock option granted to Mr.Conroy in March2009 that expires in March2019. to the Plan, beginning in November, 2017, on a date after the Company releases earnings for the third quarter of 2017, through April, 2018, Mr.Conroy intends to exercise the remaining 1,018,079 shares covered by the option and sell such shares in an orderly manner, based on a predetermined formula, schedule of dates and minimum prices. Mr.Conroy has informed the Company that he has entered into the Plan to exercise the option to avoid loss of the option through expiration and sell the shares received upon exercise. Mr.Conroy will use the proceeds (1)for financial planning purposes and (2)to pay the applicable exercise price and taxes due upon the exercise and sale of the shares. Assuming the sale of all the shares covered by the Plan, Mr.Conroy would continue to own in excess of 1,700,000 shares of Company common stock, including vested and unvested options and restricted stock units.

Transactions under the Plan will be disclosed publicly through Form144 and Form4 filings with the Securities and Exchange Commission, as required by law.

It is possible that other executive officers and directors of the Company may enter into similar stock trading plans in the future. Except as may be required by law, the Company does not undertake to report on stock trading plans by other Company officers or directors, nor report modifications, terminations or other activities under Mr.Conroy’s Plan or the plan of any other individual.


Exact Sciences Corporation is a molecular diagnostics company focused on the early detection and prevention of some forms of cancer. The Company’s product pipeline includes Lung Cancer Nodules, Pancreatic Cancer Screening, Esophageal Cancer Screening, Lung Cancer Pipeline, Pancreatic Cancer Pipeline and Esophageal Cancer Pipeline. It has developed a non invasive screening test called Cologuard for the early detection of colorectal cancer and pre-cancer. Its Cologuard test is a non invasive stool based deoxyribonucleic acid (DNA) screening test designed to detect DNA markers. In addition to DNA markers, its test includes a protein marker to detect blood in the stool, utilizing an antibody based fecal immunochemical test. The United States Food and Drug Administration (FDA) approved Cologuard for use as sDNA non-invasive colorectal cancer screening test. Cologuard is available through healthcare providers. It also focused on developing its pipeline for future products and services.

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