What Happens to My Exact Sciences Stock After the Abbott Acquisition?

On November 20, 2025, Exact Sciences announced that it would be acquired by Abbott. As advisors based in Madison, WI—home to many Exact Sciences employees—we’ve spent years helping clients navigate the complexities of their equity compensation. With so many different types of awards and moving parts, our role has often included:

• Strategically managing concentrated stock positions
• Explaining the differences between Restricted Stock Units (RSUs), Performance Stock Units (PSUs), and the Employee Stock Purchase Plan (ESPP)
• Setting up automatic sale strategies, including plans tied to RSU vesting and 10b5-1 plans
• Evaluating the concentration of EXAS stock inside a client’s 401(k)
• Advising on ESPP participation and stock purchases
• Coordinating which shares to hold and which to sell, depending on whether they came from the ESPP or RSU vesting
• Planning for taxes related to large vesting events or stock sales
• Incorporating EXAS stock into each client’s broader financial plan

Since the acquisition announcement, many clients have reached out with similar questions, including:

• Should I sell my vested stock before the deal closes? The stock jumped above $100/share the day the news broke—should I take advantage of that?
• What happens to my vested shares after the deal closes?
• What happens to my unvested RSUs or PSUs?
• How will the ESPP be handled?
• What are the tax implications of all this?
• Is there anything I can do to lower my tax bill next year?
• What should I do with the cash I’ll receive from the sale?
• Is there anything else I should be doing now to prepare?

With the news still being so fresh, additional communication from Exact Sciences to their employees will be needed and likely forthcoming. In the sections below, we’ll walk through what we know so far and how to approach each decision in a thoughtful, strategic way. 

Should I Sell My Vested Stock Before the Deal Closes?

When a company is being acquired (like Exact Sciences in this case) its stock typically starts trading near the agreed-upon purchase price. For EXAS, that’s $105 per share. You may have already noticed this reflected in the stock price when the market opened on November 20.

So why isn’t the stock already sitting exactly at $105?

Until the deal officially closes, there’s always some uncertainty. The acquisition still needs both shareholder approval and regulatory approval, and until those boxes are checked, there’s a chance the deal could fall through. As we move closer to the expected closing date in Q2 2026, the stock price should gradually stabilize around $105. But in the meantime, there’s risk. If the deal doesn’t go through, EXAS stock would likely drop significantly.

Which brings us back to the real question: Should you sell some of your vested shares now? And—just like so many things in financial planning—the answer is: it depends.

Some people may want to lock in gains while the stock is trading above $100, especially after watching it sit below $70 for much of the past year. For others, tax planning may play a bigger role. The deal was announced with plenty of time for investors to realize gains in the 2025 tax year, if desired. If you expect a substantial tax bill when the deal closes in 2026, it could make sense to recognize some gains in 2025 and spread the tax impact across two years instead of one.

Ultimately, deciding whether to sell now comes down to your risk tolerance, tax situation, and overall financial plan. This is an area where a tailored strategy can really make a difference. 

What Happens to My Vested Stock After the Deal Closes? 

Based on what we currently know of the cash offer, it is likely that your vested stock will get paid out in cash (hence the “big tax bill in 2026” comment earlier) as opposed to being converted to Abbott stock. Keep reading for the various tax implications depending on the type of stock (RSU vs. ESPP) and where it’s held (brokerage account vs. 401(k)).

What Happens to My Unvested PSUs or RSUs?

Many long-term incentive plan documents (including Exact Sciences) contain verbiage about what happens in the event of a “change in control”. This acquisition is one example of a “change in control”. Currently, the information being given to employees is that all of the unvested RSUs accelerate, meaning that they become 100% immediately vested upon the close of the deal. They will then be sold and paid out in cash. Accelerated vesting will trigger additional tax liability in 2026 for many Exact Sciences employees. Vesting RSUs are subject to ordinary income taxes, just like your vesting RSUs always have.

PSUs may be more nuanced. There could be a prorated accelerated vesting schedule, depending on the achievement of the “target” goal. In any event, it is still likely that the PSU vesting schedule would be accelerated, again resulting in a potentially large tax bill.

Abbott also has a long-term incentive plan program for its employees, so in theory they could transfer the outstanding EXAS RSUs to ABT stock. In a stock-for-stock deal that could be the case. However, based on what we currently know, unvested RSUs are going to be immediately vested and paid out in cash.

How Will the ESPP be Handled?

Stock acquired through the Employee Stock Purchase Program will be treated just like common stock. In other words, stock that will be paid out at the $105/share price, based on the deal. There are different tax ramifications depending on if the stock is considered a qualifying disposition or disqualifying disposition at the time of sale.

• Qualifying Disposition: The holding period is considered qualified when both of the following conditions are met:
  1. The sale occurs more than two years after the grant date and,
  2. One year after the purchase date. This lowers the amount that is subject to ordinary income and more of the gain is taxed at the more favorable long-term capital gains rate.

• Disqualifying Disposition: When you sell your shares prior to two years from the grant date or before holding it for one year from the purchase date.

Trying to sell stock as a qualifying disposition may be out of your control in this case, since you can’t hold the stock acquired through the ESPP longer than when the deal closes. When it closes, your EXAS stock will cease to exist. 

Qualifying dispositions of ESPP-acquired stock is very similar to the treatment of stock acquired via Incentive Stock Option (ISO). More on that topic here: How Does Taxation Differ Between Incentive Stock Options & Non-Qualified Stock Options?

You may be eligible to participate in ABT’s Employee Stock Purchase Plan after the deal closes.

What Are the Tax Implications?

Depending on how and when the stock was acquired there will be different tax consequences, some more favorable than others.

Restricted Stock Units (RSUs)

In an all cash deal, where current shareholders are paid out in cash for their shares, this will likely lead to a significant taxable event.

Additionally, if unvested RSUs are accelerated and paid out, that means you’ll pay ordinary income tax on the value of the shares at the time of vest/sale.

Employee Stock Purchase Plan (ESPP)

For shares acquired through the ESPP, the tax treatment will depend on if it is considered a qualifying disposition or a disqualifying disposition (see above).

Shares Held in your 401(k)

The shares in your 401(k) will be sold within your 401(k) without any tax implications. The proceeds will have to be reallocated towards the other mutual funds offered within the Exact Sciences 401(k) lineup (and eventually, merged into the Abbott 401(k) plan). Distributions from a pre-tax 401(k) will always be subject to ordinary income tax, not capital gains.

Is There Anything I Can Do to Lower My Tax Bill Next Year?

First of all, start planning now! It might actually make sense to accelerate some of your income while we are still in 2025. Depending on your situation, one or more of the following options may also reduce your tax liability:

• Donate highly appreciated shares of EXAS directly to your favorite charities
  • You get a tax deduction for the FMV of the shares on the date you donate
  • You avoid paying capital gains tax on the growth of the shares
• Open a Donor Advised Fund and fund it with EXAS stock 
• Harvest any tax losses in other taxable investment accounts to offset some of the gains
• Use a Direct Indexing strategy to supercharge tax losses
• Ensure you’re maxing out pre-tax contributions to your 401(k)
• Delay or defer any other income you might receive in 2026
  • For those married filing jointly, coordinate with your spouse! Make sure they are making the most of the pre-tax offerings that might be available to them via their employer.

A Critical Tax Detail You Don’t Want to Miss

One of the most common — and most expensive — mistakes we see is how the sale of Exact Sciences stock is reported on tax returns. Fidelity, the custodian for Exact Sciences’ 401(k) and stock plan, provides a 1099-Consolidated tax form each year. This is the form most employees hand off to their tax preparer (or use themselves if they file on their own).

Here’s the problem:
Fidelity reports the cost basis of your EXAS stock as $0 on that form.

They do include a small note saying that the cost basis “may not have been adjusted for any compensation income associated with these shares.” They also provide Supplemental Stock Plan Information showing the adjusted cost basis — but most people don’t realize this supplemental document exists. And even some professional tax preparers miss it.

Why does this matter?
If the cost basis isn’t updated correctly, it can look like you made 100% profit on your EXAS stock, even though you’ve already paid taxes on the compensation income when the RSUs or PSUs vested. That means you may get hit with a tax bill that’s dramatically higher than it should be.

Trying to “save money” by filing your own taxes can end up costing far more if errors like this aren’t caught.

If you work with an accountant or tax professional, be sure to:

• Provide the Supplemental Stock Plan Information along with your 1099
• Confirm they understand how to adjust the cost basis for equity compensation
• Ask them to walk you through how the EXAS stock sale is reported on your return

A little extra attention here can save you from a very unpleasant — and totally avoidable — surprise at tax time.

What Should I Do With the Cash I Receive From the Sale?

The honest answer is: it depends. And yes—we know that can feel a little frustrating when you’re looking for direction. But the right move truly depends on your financial goals, your family’s needs, your tax situation, and what you want your money to do for you.

That said, here are some ideas that might fit depending on your circumstances:

• Pay down high-interest debt
• Invest for future goals, including early retirement (before age 59½)
• Contribute to a 529 plan for children or grandchildren
• Purchase a new home or a vacation property
• Remodel or upgrade your existing home
• Build your own Scrooge McDuck–style money vault (we won’t judge)

Whether you walk away with $10,000, $100,000, or $1,000,000, the most important thing is to be intentional. Think about what matters most to you and your family. And don’t forget to enjoy at least a small portion of it—take a family vacation, book a spa day, or buy the new Star Trek LEGO set you’ve been eyeing. 

Is There Anything Else I Should be Doing Now to Prepare?

Yes—talk with your financial advisor! And if you don’t have one, we’re always here to help. With the acquisition timeline stretching into 2026, tax planning is going to be especially important (see the “What can I do to lower my tax bill next year?” section above). Few things frustrate people more than an unexpectedly large tax bill, and vesting stock can create exactly that scenario if you’re not prepared.

One common pitfall we see is underwithholding on vested RSUs. Federal withholding on vesting events is set at a flat 22% for totals under $1,000,000, which often isn’t enough to cover your true tax liability. If your vesting exceeds $1,000,000, the withholding jumps to 37%.

Meeting with your advisor now can help you:

• Understand how the Abbott/Exact deal fits into your overall financial plan
• Estimate what you can reasonably expect to receive after taxes
• Build a strategy for how to use the proceeds in a way that supports your goals
• Identify ways to reduce or smooth out your tax bill across 2025 and 2026

This kind of planning not only helps prevent unpleasant tax surprises—it also gives you the clarity and confidence to make decisions that align with your long-term priorities.

Bottom Line

Remember, if you’re paying taxes, it means you’ve made money! However, that doesn’t mean you can’t look for smart ways to ensure you’re not paying more than necessary. 

Sudden financial windfalls, big or small, often lead to analysis paralysis. The more money involved, the higher the stakes can feel. That’s where we come in. We can help you clarify your priorities, map out your options, and build a plan that aligns your decisions with your long-term goals.

While we don’t yet have every detail about the exact (pun fully intended) timing of the acquisition or the logistics of how shares will be paid out, we can still begin preparing. For many Exact Sciences employees and their families, 2026 may be a very high-income year—one where thoughtful planning can make a meaningful difference.

If you’d like guidance on navigating what comes next, we’re here to help you feel informed, confident, and ready for whatever the next chapter brings.