| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 04/24/2026 |
3. Issuer Name and Ticker or Trading Symbol
ABBOTT LABORATORIES [ ABT ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common shares without par value | 131,451(1)(2)(3) | D | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. On March 23, 2026, Abbott Laboratories ("Abbott") acquired Exact Sciences Corporation ("Exact") pursuant to the Agreement and Plan of Merger, dated as of November 19, 2025 (the "Merger Agreement"), by and among Abbott, Exact and Badger Merger Sub I, Inc. ("Merger Sub"). Pursuant to the terms of, and subject to the conditions contained in, the Merger Agreement, Merger Sub merged with and into Exact, with Exact surviving as a direct, wholly owned subsidiary of Abbott (the "Merger"). At the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.01 per share, of Exact ("Exact common stock") issued and outstanding immediately prior to the Effective Time (other than certain excluded shares) was automatically converted into the right to receive $105.00 in cash, without interest, less any applicable withholding taxes (the "Merger Consideration"). |
| 2. Further, each restricted stock unit award granted under an Exact stock plan (each, an "RSU") on or after November 19, 2025, other than RSU awards granted to Exact's non-employee directors, was assumed by Abbott at the Effective Time as an Abbott restricted stock unit award on substantially the same terms and conditions as were applicable to the corresponding RSU award (including with respect to double-trigger vesting protections), with the number of Abbott common shares underlying such Abbott restricted stock unit award determined based on the Merger Consideration divided by the average closing price of an Abbott common share for the 10 consecutive trading days ending on and including the trading day immediately preceding the Effective Time. |
| 3. These shares represent an RSU award that fully accelerated and became payable upon the reporting person's separation from service upon the Exact change in control at the Effective Time. One quarter of the award was settled immediately at the Effective Time. The remaining three quarters of the award will be settled in shares six months and one day after the Effective Time. The award includes the right to have shares withheld for tax purposes. |
| /s/ Kevin T. Conroy by Jessica H. Paik, Attorney-in-Fact | 04/28/2026 | |
| ** Signature of Reporting Person | Date | |
| 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
POWER OF ATTORNEY
The undersigned constitutes and appoints ELIZABETH C. CUSHMAN, JESSICA H. PAIK, and AARON N. RICE, and each of them individually, as the undersigned's true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for the undersigned and in the undersigned's name, place and stead, and in the undersigned's capacity as a director of Abbott Laboratories, an Illinois corporation (the "Company"), (i) to prepare, sign, and file with the Securities and Exchange Commission ("SEC") any and all forms and documents required under federal securities laws, including Rule 144 of the Securities Act of 1933, as amended, and Section l 6(a) of the Securities Exchange Act of 1934, as amended, a Form ID and any other documents necessary to obtain codes, passphrases and passwords necessary to make electronic filings with the SEC, and any other documents in connection therewith, and (ii) to enroll the undersigned and serve as an account administrator for the undersigned's account in the SEC's enhanced Electronic Data Gathering, Analysis, and Retrieval system ("EDGAR Next") and take any action that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned pursuant to the authority granted to such attorney-in-fact as an account administrator for the undersigned's account in EDGAR Next, in each case, granting unto said attorney-in-fact and agent full power and authority to do and perform each act and thing requisite, necessary or desirable to be done under said Rule 144 and Section 16(a) and pursuant to such attorney-in-fact's and agent's authority as an account administrator for the undersigned's account in EDGAR Next, as fully for all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue hereof.
A copy of this power of attorney shall be filed with the SEC. The authorization set forth above shall continue in full force and effect until the undersigned is no longer required to make filings under Rule 144 and Section l 6(a) with respect to the Company or if earlier, until the undersigned revokes such authorization by written instrnctions to the attorney-in-fact.
Date: March 31, 2026
/s/ Kevin T. Conroy
Signature of Reporting Person
Kevin T. Conroy Abbott Laboratories 100 Abbott Park Road Abbott Park, IL 60064