Item 8.01 Other Events.

On November 27, 2020, 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 Rule 10b5-1(c) under the Securities Exchange Act of 1934.

Commencing in August 2021, on a date that is expected to be after the date the Company releases earnings for the second quarter of 2021, Mr. Conroy intends to periodically sell under the Plan shares in amounts that, over any twelve (12) month period, are not more than ten percent (10%) of his current aggregate vested and unvested equity interest in the Company. Sales under the Plan would be in addition to sales that Mr. Conroy makes under an existing "sell-to-cover" written stock trading plan that results in the sale of a portion of the shares resulting from vesting restricted stock unit awards to cover a portion of the taxes due upon such vesting. Mr. Conroy has informed the Company that he will use the proceeds from sales under the Plan (1) to pay the applicable exercise price and a portion of the taxes due upon the sale of shares, the exercise of options, and the vesting of restricted stock units and (2) for financial planning purposes.

Transactions under the Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission, as required by law.

On November 27, 2019, the Company disclosed on a Current Report on Form 8-K that Mr. Conroy entered into a separate pre-arranged, written stock trading plan (the "2019 Plan"). It is anticipated that any sales under the 2019 Plan shall have concluded prior to August 2021.

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.

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