Sec Form 4 Filing - Cunningham Everett @ EXACT SCIENCES CORP - 2023-10-11

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Cunningham Everett 2. Issuer Name and Ticker or Trading Symbol EXACT SCIENCES CORP [ EXAS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Commercial Officer (Last) (First) (Middle) C/O EXACT SCIENCES CORP., 5505 ENDEAVOR LANE 3. Date of Earliest Transaction (MM/DD/YY) 10/11/2023 (Street) MADISON, WI53719 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/01/2023 A V 709 ( 1 ) A $ 30.02 23,412 D Common Stock 10/11/2023 M 20,003 ( 2 ) A $ 0 43,415 D Common Stock 10/11/2023 M 7,501 ( 2 ) A $ 0 50,916 D Common Stock 10/12/2023 S 13,007 ( 3 ) D $ 66.49 37,909 ( 4 ) D Common Stock 269 I Held in 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3 , 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units ( 5 ) 10/11/2023 M 20,003 ( 6 ) ( 6 ) Common Stock 20,003 $ 0 20,004 D Restricted Stock Units ( 5 ) 10/11/2023 M 7,501 ( 7 ) ( 7 ) Common Stock 7,501 $ 0 7,501 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Cunningham Everett C/O EXACT SCIENCES CORP. 5505 ENDEAVOR LANE MADISON, WI53719 Chief Commercial Officer Signatures /s/ Everett Cunningham by Mark R. Busch, attorney-in-fact 10/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of common stock purchased through Employee Stock Purchase Plan. ( 2 )Represents shares of common stock received upon vesting of a restricted stock unit award. ( 3 )Represents shares sold pursuant to a Sell-to-Cover Rule 10b5-1 Plan, entered into September 21, 2021, to pay withholding taxes due in connection with the vesting of certain restricted stock units on October 11, 2023. ( 4 )In addition to the shares of Common Stock reported on this Form 4, which total 38,178 shares, Mr. Cunningham also holds, in the aggregate, an additional 71,707 restricted stock units, with each restricted stock unit representing a contingent right to receive one share of Common Stock. ( 5 )Each restricted stock unit represents a contingent right to receive one share of common stock. ( 6 )Represents a restricted stock unit award that partially vested on October 11, 2023. The restricted stock units vest in three equal annual installments beginning on October 11, 2022. ( 7 )Represents a restricted stock unit award that vests in three annual installments, with 50% vesting on October 11, 2022, 25% vesting on October 11, 2023, and 25% vesting on October 11, 2024.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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