GNK Q2 2025: Revenue -24%, $6.8M Loss Triggers Dividend Cut

Q: How did GNK's Q2 2025 revenue compare to Q2 2024?

Voyage revenue fell to $80.9 M , a 24% decline from $107.0 M.

Q: What was Genco Shipping's net income or loss for Q2 2025?

The company posted a net loss of $6.8 M (-$0.16 per diluted share).

Q: Did Genco reduce its dividend in 2025?

Yes, the Q2 2025 dividend was $0.15/sh , down from $0.30 in Q1 2025 and $0.42 a year earlier.

Q: What is GNK's debt position as of June 30 2025?

Gross debt is $100 M ; net debt after cash is about $57 M, with $299.8 M revolver capacity unused.

Q: How much cash flow did GNK generate from operations in H1 2025?

Operating cash inflow was $8.3 M , sharply lower than $61.3 M in H1 2024.

Q: Is Genco compliant with its credit facility covenants?

Yes, management states the company was in full compliance with all covenants at quarter-end.

[10-Q] Exact Sciences Corp Quarterly Earnings Report

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Genco Shipping & Trading (GNK) Q2 2025 10-Q highlights:

Revenue: $80.9 M, down 24% YoY vs. $107.0 M.
Net result: loss of $6.8 M (-$0.16/sh) vs. profit of $23.5 M (+$0.54/sh) in Q2 2024; six-month loss totals $18.8 M.
Drivers: voyage revenue fell across both Major and Minor Bulk segments while operating costs (vessel, G&A, depreciation) remained elevated; no vessel sale gains this period versus $13.2 M gain last year.
Margins: Net voyage revenue dropped 37% to $46.9 M; operating margin swung to 鈥�5.3% from +24.6%.
Cash & Liquidity: cash/eq. $35.4 M (-19% YTD); revolver draw of $10 M lifted gross debt to $100 M; $299.8 M still undrawn; company remains covenant-compliant.
Cash flow: operating cash inflow just $8.3 M vs. $61.3 M prior year, pressured by lower earnings and $30.9 M dry-dock spend.
Equity & leverage: book equity declined to $891.6 M; net debt/total cap ~7%.
Dividends: quarterly payout cut to $0.15/sh (was $0.30 in Q1 and $0.41-0.42 in 2024); $6.6 M declared in Q2.
Fleet: 42 vessels (16 Capesize, 15 Ultramax, 11 Supramax), avg. age 12.6 yrs; no acquisitions or sales closed in H1 2025.
Interest rate hedge: last $50 M cap expired March 2024; no derivative assets outstanding.

Overall, softer dry-bulk rates and absence of asset-sale gains drove a swing to loss and sharply weaker cash generation, prompting a dividend reduction and small revolver utilization.

Genco Shipping & Trading (GNK) 2025雲� 2攵勱赴 10-Q 欤检殧雮挫毄:

毵れ稖: 8,090毵� 雼煬搿� 鞝勲厔霃欔赴 1鞏� 700毵� 雼煬雽€牍� 24% 臧愳唽.
靾涤啇鞁�: 680毵� 雼煬靻愳嫟(-欤茧嫻 0.16雼煬), 2024雲� 2攵勱赴 2,350毵� 雼煬鞚挫澋(+欤茧嫻 0.54雼煬) 雽€牍�; 靸侂皹旮� 雸勳爜靻愳嫟 1,880毵� 雼煬.
欤检殧鞗愳澑: Major 氚� Minor Bulk 攵€氍� 氇憪鞐愳劀鞖错暛靾橃澋臧愳唽, 靹犽皶鞖挫榿牍�(G&A, 臧愱皜靸侁皝韽暔)電� 瓿勳啀雴掛潓; 鞚措矆攵勱赴鞐愲姅靹犽皶毵り皝鞚挫澋鞐嗢棃鞙茧┌ 鞝勲厔霃欔赴 1,320毵� 雼煬鞚挫澋氚滌儩.
毵堨: 靾� 鞖错暛靾橃澋 37% 臧愳唽頃� 4,690毵� 雼煬; 鞓侅梾毵堨鞚€ +24.6%鞐愳劀 -5.3%搿� 鞝勴櫂.
順勱笀氚� 鞙犽彊靹�: 順勱笀氚� 順勱笀靹� 鞛愳偘 3,540毵� 雼煬(-鞐办磮雽€牍� 19% 臧愳唽); 1,000毵� 雼煬毽臣氩� 雽€於滊 齑� 攵€毂� 1鞏� 雼煬歃濌皜; 2鞏� 9,980毵� 雼煬電� 氙胳偓鞖�; 須岇偓電� 鞎届爼欷€靾� 欷�.
順勱笀頋愲: 鞓侅梾頇滊彊順勱笀鞙犾瀰 830毵� 雼煬搿� 鞝勲厔 6,130毵� 雼煬雽€牍� 韥矊臧愳唽, 靾橃澋臧愳唽鞕€ 3,090毵� 雼煬霌滊澕鞚措弲牍勳毄鞓來枼.
鞛愲掣氚� 霠堧矂毽: 鞛ル秬鞛愲掣 8鞏� 9,160毵� 雼煬搿� 臧愳唽; 靾滊秬毂�/齑濎瀽氤� 牍勳湪鞎� 7%.
氚半嫻旮�: 攵勱赴氚半嫻旮� 欤茧嫻 0.15雼煬搿� 於曥唽(1攵勱赴 0.30雼煬, 2024雲� 0.41-0.42雼煬鞓€鞚�); 2攵勱赴鞐� 660毵� 雼煬靹犾柛.
靹犽寑: 42觳�(16觳� 旃错寣靷澊歃�, 15觳� 鞖疙姼霛茧銉冦偗銈�, 11觳� 靾橅攧霛茧銉冦偗銈�), 韽夑窢鞐半牴 12.6雲�; 2025雲� 靸侂皹旮� 鞚胳垬氚� 毵り皝鞐嗢潓.
旮堧Μ 項れ: 毵堨毵� 5,000毵� 雼煬旌§潃 2024雲� 3鞗� 毵岆; 韺岇儩靸來拡鞛愳偘鞐嗢潓.

鞝勲皹鞝侅溂搿� 霌滊澕鞚措矊韥� 鞖挫瀯頃橂澖瓿� 鞛愳偘毵り皝鞚挫澋攵€鞛皜靻愳嫟氚� 順勱笀彀届稖旮夑皭鞙茧 鞚挫柎鞝� 氚半嫻於曥唽鞕€ 靻岅窚氇� 毽臣氩� 頇滌毄鞚� 齑堧灅頄堨姷雼堧嫟.

Positive

Low leverage: Net debt only $57 M with $300 M revolver availability, providing ample liquidity.
Covenant compliance: Company reports full compliance with the $500 M revolver terms.
Fleet scale: 42-vessel fleet with diversified Capesize/Ultramax/Supramax mix positions GNK for market recovery.

Negative

Revenue decline 24% YoY led to swing from $23.5 M profit to $6.8 M loss.
Operating cash flow collapsed to $8.3 M vs. $61.3 M prior-year period.
Dividend cut from $0.30 to $0.15 per share indicates cash-preservation.
Debt increased by $10 M and interest expense remains high at $2.6 M for the quarter.

Insights

TL;DR Lower freight rates and sale-gain absence flipped GNK into loss; balance sheet still healthy but payout trimmed.

Voyage revenue fell 24% YoY as spot and index-linked charters weakened, slicing TCE while OPEX held steady. With no vessel sales, GNK lost the $13 M book gains that flattered 2024 comps. Result is a $6.8 M quarterly loss and operating cash of only $8 M, vs. $61 M LY. Management tapped $10 M of its low-cost revolver, but leverage remains modest (net debt/cap <10%), keeping strategic flexibility intact. Dividend reset to $0.15/sh signals a conservative stance amid volatile rates. Investors should monitor Baltic Dry trends and any accretive fleet moves leveraging the $300 M credit headroom.

TL;DR Earnings weak yet liquidity adequate; covenant headroom and low leverage limit immediate credit risk.

GNK鈥檚 cash fell to $35 M after sizable dry-dock outlays and dividends, but the $500 M revolving facility (unused 60%) cushions liquidity. Effective interest rate ~9% reflects rising SOFR spreads; still, interest coverage on LTM basis exceeds 4脳. Debt/EBITDA set to rise temporarily given negative EBITDA print, though absolute debt is only $100 M. No derivative liabilities and all covenants met. absent a prolonged freight downturn, solvency outlook remains stable.

Genco Shipping & Trading (GNK) 2025雲� 2攵勱赴 10-Q 欤检殧雮挫毄:

毵れ稖: 8,090毵� 雼煬搿� 鞝勲厔霃欔赴 1鞏� 700毵� 雼煬雽€牍� 24% 臧愳唽.
靾涤啇鞁�: 680毵� 雼煬靻愳嫟(-欤茧嫻 0.16雼煬), 2024雲� 2攵勱赴 2,350毵� 雼煬鞚挫澋(+欤茧嫻 0.54雼煬) 雽€牍�; 靸侂皹旮� 雸勳爜靻愳嫟 1,880毵� 雼煬.
欤检殧鞗愳澑: Major 氚� Minor Bulk 攵€氍� 氇憪鞐愳劀鞖错暛靾橃澋臧愳唽, 靹犽皶鞖挫榿牍�(G&A, 臧愱皜靸侁皝韽暔)電� 瓿勳啀雴掛潓; 鞚措矆攵勱赴鞐愲姅靹犽皶毵り皝鞚挫澋鞐嗢棃鞙茧┌ 鞝勲厔霃欔赴 1,320毵� 雼煬鞚挫澋氚滌儩.
毵堨: 靾� 鞖错暛靾橃澋 37% 臧愳唽頃� 4,690毵� 雼煬; 鞓侅梾毵堨鞚€ +24.6%鞐愳劀 -5.3%搿� 鞝勴櫂.
順勱笀氚� 鞙犽彊靹�: 順勱笀氚� 順勱笀靹� 鞛愳偘 3,540毵� 雼煬(-鞐办磮雽€牍� 19% 臧愳唽); 1,000毵� 雼煬毽臣氩� 雽€於滊 齑� 攵€毂� 1鞏� 雼煬歃濌皜; 2鞏� 9,980毵� 雼煬電� 氙胳偓鞖�; 須岇偓電� 鞎届爼欷€靾� 欷�.
順勱笀頋愲: 鞓侅梾頇滊彊順勱笀鞙犾瀰 830毵� 雼煬搿� 鞝勲厔 6,130毵� 雼煬雽€牍� 韥矊臧愳唽, 靾橃澋臧愳唽鞕€ 3,090毵� 雼煬霌滊澕鞚措弲牍勳毄鞓來枼.
鞛愲掣氚� 霠堧矂毽: 鞛ル秬鞛愲掣 8鞏� 9,160毵� 雼煬搿� 臧愳唽; 靾滊秬毂�/齑濎瀽氤� 牍勳湪鞎� 7%.
氚半嫻旮�: 攵勱赴氚半嫻旮� 欤茧嫻 0.15雼煬搿� 於曥唽(1攵勱赴 0.30雼煬, 2024雲� 0.41-0.42雼煬鞓€鞚�); 2攵勱赴鞐� 660毵� 雼煬靹犾柛.
靹犽寑: 42觳�(16觳� 旃错寣靷澊歃�, 15觳� 鞖疙姼霛茧銉冦偗銈�, 11觳� 靾橅攧霛茧銉冦偗銈�), 韽夑窢鞐半牴 12.6雲�; 2025雲� 靸侂皹旮� 鞚胳垬氚� 毵り皝鞐嗢潓.
旮堧Μ 項れ: 毵堨毵� 5,000毵� 雼煬旌§潃 2024雲� 3鞗� 毵岆; 韺岇儩靸來拡鞛愳偘鞐嗢潓.

08/06/2025 - 05:07 PM

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-35092

EXACT SCIENCES CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			02-0478229
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

5505 Endeavor Lane, Madison WI			53719
(Address of principal executive offices)			(Zip Code)

(608) 535-8815 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

EXAS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 5, 2025, the registrant had 189,319,110 shares of common stock outstanding.

EXACT SCIENCES CORPORATION

INDEX


		Page Number
	Part I - Financial Information

Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets (unaudited) as of June 30, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations (unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	4

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	5

	Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the Three and Six Months Ended June 30, 2025 and 2024	6

	Condensed Consolidated Statements of Cash Flows (unaudited) for the Six Months Ended June 30, 2025 and 2024	8

	Notes to Condensed Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	35

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	45

Item 4.	Controls and Procedures	46

	Part II - Other Information

Item 1.	Legal Proceedings	47

Item 1A.	Risk Factors	47

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	50

Item 3.	Defaults Upon Senior Securities	50

Item 4.	Mine Safety Disclosures	50

Item 5.	Other Information	50

Item 6.	Exhibits	52

	Signatures	54

Table of Contents

EXACT SCIENCES CORPORATION

Condensed Consolidated Balance Sheets

(Amounts in thousands, except share data - unaudited)

Part I — Financial Information


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	657,099	$	600,889
Marketable securities	201,336		437,137
Accounts receivable, net	353,335		248,968
Inventory	171,499		162,383
Prepaid expenses and other current assets	124,590		122,046
Total current assets	1,507,859		1,571,423
Long-term Assets:
Property, plant and equipment, net	705,105		693,673
Operating lease right-of-use assets	126,106		116,952
Goodwill	2,368,021		2,366,676
Intangible assets, net	965,370		1,009,693
Other long-term assets, net	124,904		169,722
Total assets	$	5,797,365	$	5,928,139
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	157,324	$	89,572
Accrued liabilities	317,154		328,292
Operating lease liabilities, current portion	31,338		27,405
Convertible notes, net, current portion	—		249,153
Other current liabilities	16,117		37,765
Total current liabilities	521,933		732,187
Long-term liabilities:
Convertible notes, net, less current portion	2,324,097		2,321,067
Other long-term liabilities	315,899		315,503
Operating lease liabilities, less current portion	166,022		157,133
Total liabilities	3,327,951		3,525,890
Commitments and contingencies (Note 13)
Stockholders’ equity:
Preferred stock, $0.01 par value Authorized—5,000,000; shares issued and outstanding—no shares at June 30, 2025 and December 31, 2024	—		—
Common stock, $0.01 par value Authorized—400,000,000; shares issued and outstanding—189,220,577 and 185,616,438 shares at June 30, 2025 and December 31, 2024	1,893		1,857
Additional paid-in capital	7,064,867		6,899,368
Accumulated other comprehensive income (loss)	3,086		(944)
Accumulated deficit	(4,600,432)		(4,498,032)
Total stockholders’ equity	2,469,414		2,402,249
Total liabilities and stockholders’ equity	$	5,797,365	$	5,928,139

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

EXACT SCIENCES CORPORATION

Condensed Consolidated Statements of Operations

(Amounts in thousands, except per share data - unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	811,085	$	699,264	$	1,517,870	$	1,336,788

Cost of sales	248,632		210,948		454,870		402,149
Gross profit	562,453		488,316		1,063,000		934,639

Operating expenses
Research and development	108,901		121,145		214,211		232,014
Sales and marketing	247,118		211,552		511,428		429,332
General and administrative	208,582		177,524		429,268		397,176
Impairment of long-lived and indefinite-lived assets	—		8,152		6,251		12,598
Total operating expenses	564,601		518,373		1,161,158		1,071,120

Other operating income	—		3,800		—		3,532
Loss from operations	(2,148)		(26,257)		(98,158)		(132,949)

Other income (expense)
Investment income, net	11,926		11,801		16,923		18,014
Interest income (expense), net	(9,835)		111		(19,813)		(7,832)
Total other income (expense)	2,091		11,912		(2,890)		10,182

Net loss before tax	(57)		(14,345)		(101,048)		(122,767)

Income tax expense	(1,128)		(1,463)		(1,352)		(3,269)

Net loss	$	(1,185)	$	(15,808)	$	(102,400)	$	(126,036)

Net loss per share—basic and diluted	$	(0.01)	$	(0.09)	$	(0.55)	$	(0.69)

Weighted average common shares outstanding—basic and diluted	188,902		184,313		187,863		183,332

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EXACT SCIENCES CORPORATION

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Amounts in thousands - unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net loss	$	(1,185)	$	(15,808)	$	(102,400)	$	(126,036)
Other comprehensive income (loss), net of tax:
Unrealized loss on available-for-sale investments	(761)		(138)		(159)		(925)
Foreign currency adjustment	2,834		(306)		4,189		(1,446)
Comprehensive income (loss)	$	888	$	(16,252)	$	(98,370)	$	(128,407)

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EXACT SCIENCES CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity

(Amounts in thousands, except share data - unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Number of Shares	$0.01 Par Value
Balance, January 1, 2025	185,616,438	$	1,857	$	6,899,368	$	(944)	$	(4,498,032)	$	2,402,249
Exercise of common stock options, net of shares withheld for taxes	35,349	—		(422)		—		—		(422)
Issuance of common stock upon settlement of restricted stock awards, net of shares withheld for taxes	2,149,825	22		(4,245)		—		—		(4,223)
Issuance of common stock to fund the Company’s 2024 401(k) match	793,057	8		43,935		—		—		43,943
Stock-based compensation expense	—	—		54,618		—		—		54,618
Net loss	—	—		—		—		(101,215)		(101,215)
Other comprehensive income	—	—		—		1,957		—		1,957
Balance, March 31, 2025	188,594,669	$	1,887	$	6,993,254	$	1,013	$	(4,599,247)	$	2,396,907
Exercise of common stock options, net of shares withheld for taxes	8,223	—		293		—		—		293
Issuance of common stock upon settlement of restricted stock awards, net of shares withheld for taxes	198,615	2		(492)		—		—		(490)
Stock-based compensation expense	—	—		55,783		—		—		55,783
Purchase of employee stock purchase plan shares	419,070	4		16,029		—		—		16,033
Net loss	—	—		—		—		(1,185)		(1,185)
Other comprehensive income	—	—		—		2,073		—		2,073
Balance, June 30, 2025	189,220,577	$	1,893	$	7,064,867	$	3,086	$	(4,600,432)	$	2,469,414

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EXACT SCIENCES CORPORATION

Condensed Consolidated Statements of Stockholders’ Equity

(Amounts in thousands, except share data - unaudited)


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income (Loss)		Accumulated Deficit		Total Stockholders’ Equity
	Number of Shares	$0.01 Par Value
Balance, January 1, 2024	181,364,180	$	1,815	$	6,611,237	$	1,428	$	(3,469,175)	$	3,145,305
Exercise of common stock options, net of shares withheld for taxes	71,537	1		(1,409)		—		—		(1,408)
Issuance of common stock upon settlement of restricted stock awards, net of shares withheld for taxes	1,792,087	17		(61)		—		—		(44)
Issuance of common stock to fund the Company’s 2023 401(k) match	617,384	6		40,544		—		—		40,550
Stock-based compensation expense	—	—		60,370		—		—		60,370
Net loss	—	—		—		—		(110,228)		(110,228)
Other comprehensive loss	—	—		—		(1,927)		—		(1,927)
Balance, March 31, 2024	183,845,188	$	1,839	$	6,710,681	$	(499)	$	(3,579,403)	$	3,132,618
Exercise of common stock options, net of shares withheld for taxes	8,184	1		42		—		—		43
Issuance of common stock upon settlement of restricted stock awards, net of shares withheld for taxes	210,590	2		(6)		—		—		(4)
Stock-based compensation expense	—	—		56,555		—		—		56,555
Purchase of employee stock purchase plan shares	604,226	6		19,396		—		—		19,402
Net loss	—	—		—		—		(15,808)		(15,808)
Other comprehensive loss	—	—		—		(444)		—		(444)
Balance, June 30, 2024	184,668,188	$	1,848	$	6,786,668	$	(943)	$	(3,595,211)	$	3,192,362

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EXACT SCIENCES CORPORATION

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands - unaudited)


	Six Months Ended June 30,
	2025		2024
Cash flows from operating activities:
Net loss	$	(102,400)	$	(126,036)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation	61,057		60,319

Loss on non-marketable and marketable equity securities	764		1,115
Deferred tax expense (benefit)	(1,013)		2,225
Stock-based compensation	110,401		116,925

Gain on settlements of convertible notes, net	—		(10,254)


Amortization of acquired intangible assets	48,287		46,622
Impairment of long-lived and indefinite-lived assets	6,251		12,598

Gain on contingent consideration from sale of asset	—		(3,532)
Remeasurement of contingent consideration liabilities	13,196		(7,636)

Non-cash lease expense	13,483		14,042
Other	5,994		(2,667)
Changes in assets and liabilities:
Accounts receivable, net	(103,086)		(60,901)
Inventory, net	(9,069)		96
Operating lease liabilities	(13,841)		(12,957)
Accounts payable and accrued liabilities	98,048		(17,865)
Other assets	4,787		2,719
Other liabilities	(13,033)		9,941
Net cash provided by operating activities	119,826		24,754
Cash flows from investing activities:
Purchases of marketable securities	(93,796)		(324,372)
Maturities and sales of marketable securities	330,429		80,335
Purchases of property, plant and equipment	(73,516)		(73,515)



Purchases of non-marketable investments	(775)		(810)

Proceeds from contingent consideration receivable	27,971		—
Other investing activities	145		(205)
Net cash provided by (used in) investing activities	190,458		(318,567)
Cash flows from financing activities:

Payments on settlement of convertible notes	(249,172)		—
Proceeds from exercise of common stock options, net of cash paid for taxes	(129)		(1,365)
Proceeds in connection with the Company’s employee stock purchase plan	16,033		19,402

Payments on accounts receivable securitization facility	—		(50,000)
Proceeds from issuance of convertible notes	—		266,750
Payments on settlement of contingent consideration liabilities	(19,000)		—
Other financing activities	(8,417)		(13,186)
Net cash provided by (used in) financing activities	(260,685)		221,601
Effects of exchange rate changes on cash and cash equivalents	864		(1,446)
Net increase (decrease) in cash, cash equivalents and restricted cash	50,463		(73,658)
Cash, cash equivalents and restricted cash, beginning of period	606,636		609,675
Cash, cash equivalents and restricted cash, end of period	$	657,099	$	536,017

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EXACT SCIENCES CORPORATION

Condensed Consolidated Statements of Cash Flows

(Amounts in thousands - unaudited)


	Six Months Ended June 30,
	2025		2024
Supplemental disclosure of non-cash investing and financing activities
Issuance of 793,057 and 617,384 shares of common stock to fund the Company’s 401(k) matching contribution for 2024 and 2023, respectively	$	43,943	$	40,550
Property, plant and equipment acquired but not paid	$	14,124	$	12,442
Supplemental disclosure of cash flow information:
Interest paid	$	15,635	$	11,971
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	$	657,099	$	530,180
Restricted cash — included in other long-term assets, net	—		5,837
Total cash, cash equivalents and restricted cash	$	657,099	$	536,017

The accompanying notes are an integral part of these condensed consolidated financial statements.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Exact Sciences Corporation (together with its subsidiaries, “Exact,” or the “Company”) was incorporated in February 1995. A leading provider of cancer screening and diagnostic tests, Exact Sciences gives patients and health care professionals the clarity needed to take life-changing action earlier. Building on the success of Cologuard® and Oncotype DX® tests, Exact Sciences is investing in its pipeline to develop innovative solutions for use before, during, and after a cancer diagnosis.

Basis of Presentation and Principles of Consolidation

The accompanying condensed consolidated financial statements, which include the accounts of the Company and those of its wholly owned subsidiaries and variable interest entities, are unaudited and have been prepared on a basis substantially consistent with the Company’s audited financial statements and notes as of and for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K (the “2024 Form 10-K”). All intercompany transactions and balances have been eliminated upon consolidation. These condensed consolidated financial statements are prepared in conformity with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”) and follow the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of adjustments of a normal and recurring nature) considered necessary for a fair statement of its financial position, operating results and cash flows for the periods presented. The condensed consolidated balance sheet at December 31, 2024 has been derived from audited financial statements, but does not contain all of the footnote disclosures from the 2024 Form 10-K. The results of the Company’s operations for any interim period are not necessarily indicative of the results of the Company’s operations for any other interim period or for a full fiscal year. The statements should be read in conjunction with the audited financial statements and related notes included in the 2024 Form 10-K.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Critical accounting policies are those that affect the Company’s financial statements materially and involve difficult, subjective or complex judgments by management, and actual results could differ from those estimates. These estimates include revenue recognition, valuation of intangible assets and goodwill, contingent consideration, and accounting for income taxes. The Company’s critical accounting policies and estimates are explained further in the notes to the condensed consolidated financial statements in this Quarterly Report on Form 10-Q and the 2024 Form 10-K.

Significant Accounting Policies

During the six months ended June 30, 2025, there were no changes to the Company’s significant accounting policies as described in the Company’s 2024 Form 10-K, except as described in the Recently Adopted Accounting Pronouncements sections below.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation in the consolidated financial statements and accompanying notes to the consolidated financial statements.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Amortization of acquired intangible assets, which was previously presented as a separate line item on the Company’s condensed consolidated statements of operations, is now presented within the line item each intangible asset relates to within cost of sales, research and development, sales and marketing, and general and administrative expenses. The following amounts of amortization of acquired intangible assets for the three and six months ended June 30, 2024 have been reclassified to conform to current year presentation: $21.1 million and $42.2 million in cost of sales, respectively, $0.3 million and $0.5 million in research and development, respectively, $1.9 million and $3.8 million in sales and marketing, respectively, and an insignificant amount in general and administrative expenses. Due to the reclassification related to cost of sales, the Company is now presenting gross profit on the Company's condensed consolidated statements of operations.

Certain general and administrative expenses totaling $24.4 million and $47.8 million for the three and six months ended June 30, 2024, respectively, have been reclassified to sales and marketing expenses to conform to current year presentation. The amounts reclassified are related to customer care and customer experience.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

The company did not adopt any accounting standards updates (“ASU”) released by the Financial Accounting Standards Board (“FASB”) in the second quarter of 2025.

Recently Issued Accounting Pronouncements Not Yet Adopted

In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. This update modifies the disclosure or presentation requirements of a variety of topics in the Accounting Standards Codification to conform with certain SEC amendments in Release No. 33-10532, Disclosure Update and Simplification. The amendments in this update should be applied prospectively, and the effective date for each amendment will be the date on which the SEC’s removal of that related disclosure from Regulation S-X or S-K becomes effective. However, if the SEC has not removed the related disclosure from its regulations by June 30, 2027, the amendments will be removed from the Codification and not become effective. Early adoption is prohibited. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. This update improves income tax disclosure requirements, primarily through enhanced transparency and decision usefulness of disclosures. The amendments in this update should be applied prospectively with the option to apply retrospectively and are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements and expects to adopt this guidance in the 2025 Annual Report on Form 10-K.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. This update enhances financial statement disclosures by requiring public business entities to disclose specified information about certain costs and expenses including the amounts of (a) purchases of inventory, (b) employee compensation, (c) depreciation, and (d) intangible asset amortization included in each relevant expense caption. The update also requires disclosure of certain amounts that are already required to be disclosed under current GAAP, disclosure of a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and disclosure of the total amount of selling expenses and, in annual reporting periods, an entity’s definition of selling expenses. The amendments in this update may be applied either prospectively or retrospectively and are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

In May 2025, the FASB issued ASU 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity. This guidance clarifies the framework for identifying the accounting acquirer in transactions involving variable interest entities that meet the definition of a business. The amendments should be applied prospectively and are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the potential impact of this guidance on its consolidated financial statements.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Net Loss Per Share

Basic net loss per common share was determined by dividing net loss applicable to common stockholders by the weighted average common shares outstanding during the period. Basic and diluted net loss per share is the same because all outstanding common stock equivalents have been excluded, as they are anti-dilutive as a result of the Company’s losses.

The following potentially issuable common shares were not included in the computation of diluted net loss per share because they would have an anti-dilutive effect due to net losses for each period:


	June 30,
(In thousands)	2025	2024
Shares issuable upon conversion of convertible notes	23,223	26,526
Shares issuable upon the release of restricted stock awards	8,127	7,781
Shares issuable upon the release of performance share units	2,653	2,104
Shares issuable upon exercise of stock options	856	1,128
	34,859	37,539

(2) REVENUE

The Company’s revenue is primarily generated by its laboratory testing services utilizing its Cologuard and Oncotype® tests. The services are considered completed upon release of a patient’s test result to the ordering healthcare provider.

The following table presents the Company’s revenues disaggregated by revenue source:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Screening
Medicare Parts B & C	$	226,888	$	195,337	$	428,570	$	369,127
Commercial	339,465		283,729		623,698		537,872
Other	62,128		52,540		116,220		99,405
Total Screening	628,481		531,606		1,168,488		1,006,404
Precision Oncology
Medicare Parts B & C	$	47,601	$	47,467	$	93,808	$	95,517
Commercial	48,033		49,187		96,303		95,887
International	55,256		46,722		106,843		91,255
Other	31,714		24,282		52,428		47,725
Total Precision Oncology	182,604		167,658		349,382		330,384
Total	$	811,085	$	699,264	$	1,517,870	$	1,336,788

Screening revenue primarily includes laboratory service revenue from Cologuard and PreventionGenetics, LLC tests while Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX and therapy selection tests.

At each reporting period end, the Company conducts an analysis of the estimates used to calculate the transaction price to determine whether any new information available impacts those estimates made in prior reporting periods. Adjustments to revenue recognized during the period relating to prior period estimates were less than 1% of revenue recorded in the Company’s condensed consolidated statement of operations for the three and six months ended June 30, 2025 and 2024.

The Company’s deferred revenue, which is reported in other current liabilities in the Company’s condensed consolidated balance sheets, was not significant as of June 30, 2025 and December 31, 2024.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Revenue recognized for the three and six months ended June 30, 2025 and 2024 that was included in the deferred revenue balance at the beginning of the period was not significant.

(3) MARKETABLE SECURITIES

The following table sets forth the Company’s cash, cash equivalents, and marketable securities at June 30, 2025 and December 31, 2024:


(In thousands)	June 30, 2025		December 31, 2024
Cash and cash equivalents
Cash and money market	$	645,405	$	595,548
Cash equivalents	11,694		5,341
Total cash and cash equivalents	657,099		600,889
Marketable securities
Available-for-sale debt securities	$	195,941	$	431,165
Equity securities	5,395		5,972
Total marketable securities	201,336		437,137
Total cash, cash equivalents and marketable securities	$	858,435	$	1,038,026

Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at June 30, 2025, consisted of the following:


(In thousands)	Amortized Cost		Gains in Accumulated Other Comprehensive Income (Loss) (1)		Losses in Accumulated Other Comprehensive Income (Loss) (1)		Estimated Fair Value
Cash equivalents
U.S. government agency securities	$	11,694	$	—	$	—	$	11,694




Total cash equivalents	11,694		—		—		11,694
Marketable securities
Corporate bonds	$	99,749	$	594	$	(12)	$	100,331

U.S. government agency securities	60,055		178		(6)		60,227

Asset backed securities	35,320		73		(10)		35,383
Total marketable securities	195,124		845		(28)		195,941
Total available-for-sale debt securities	$	206,818	$	845	$	(28)	$	207,635

______________

(1)There was no tax impact from the gains and losses in accumulated other comprehensive income (loss) (“AOCI”).

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Available-for-sale debt securities, including the classification within the condensed consolidated balance sheet at December 31, 2024, consisted of the following:


(In thousands)	Amortized Cost		Gains in Accumulated Other Comprehensive Income (Loss) (1)		Losses in Accumulated Other Comprehensive Income (Loss) (1)		Estimated Fair Value
Cash equivalents
U.S. government agency securities	$	5,341	$	—	$	—	$	5,341
Total cash equivalents	5,341		—		—		5,341
Marketable securities
Corporate bonds	$	206,063	$	932	$	(121)	$	206,874
U.S. government agency securities	140,992		160		(200)		140,952
Asset backed securities	83,134		256		(51)		83,339
Total marketable securities	430,189		1,348		(372)		431,165
Total available-for-sale debt securities	$	435,530	$	1,348	$	(372)	$	436,506

______________

(1)There was no tax impact from the gains and losses in AOCI.

The following table summarizes contractual underlying maturities of the Company’s available-for-sale debt securities at June 30, 2025:


	Due one year or less				Due after one year through five years
(In thousands)	Cost		Fair Value		Cost		Fair Value
Cash equivalents
U.S. government agency securities	$	11,694	$	11,694	$	—	$	—
Total cash equivalents	11,694		11,694		—		—
Marketable securities
Corporate bonds	$	33,854	$	33,978	$	65,895	$	66,353
U.S. government agency securities	30,008		30,022		30,047		30,205
Asset backed securities	2,998		3,000		32,322		32,383
Total marketable securities	66,860		67,000		128,264		128,941
Total available-for-sale securities	$	78,554	$	78,694	$	128,264	$	128,941

The following table summarizes the gross unrealized losses and fair values of available-for-sale debt securities in an unrealized loss position as of June 30, 2025 aggregated by investment category and length of time those individual securities have been in a continuous unrealized loss position:


	Less than one year				One year or greater				Total
(In thousands)	Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss		Fair Value		Gross Unrealized Loss
Marketable securities
U.S. government agency securities	$	16,694	$	(6)	$	—	$	—	$	16,694	$	(6)
Corporate bonds	9,793		(12)		—		—		9,793		(12)
Asset backed securities	9,193		(9)		356		(1)		9,549		(10)
Total available-for-sale securities	$	35,680	$	(27)	$	356	$	(1)	$	36,036	$	(28)

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company evaluates investments that are in an unrealized loss position for impairment as a result of credit loss. It was determined that no credit losses exist as of June 30, 2025 and December 31, 2024 because the change in market value for those securities in an unrealized loss position resulted from fluctuating interest rates rather than a deterioration of the credit worthiness of the issuers.

The gains and losses recorded on available-for-sale debt securities and equity securities are included in investment income, net in the Company’s condensed consolidated statements of operations. The gains and losses recorded were not significant for the three and six months ended June 30, 2025 and 2024.

(4) INVENTORY

Inventory consisted of the following:


(In thousands)	June 30, 2025		December 31, 2024
Raw materials	$	69,857	$	69,730
Semi-finished and finished goods	101,642		92,653
Total inventory	$	171,499	$	162,383

(5) PROPERTY, PLANT AND EQUIPMENT

The carrying value and estimated useful lives of property, plant and equipment are as follows:


(In thousands)	Estimated Useful Life	June 30, 2025		December 31, 2024
Property, plant and equipment
Land	n/a	$	4,716	$	4,716
Leasehold and building improvements	(1)	243,840		227,885
Land improvements	15 years	6,747		6,747
Buildings	30 - 40 years	290,777		290,777
Computer equipment and computer software	3 years	223,234		206,460
Machinery and equipment	3 - 10 years	371,454		339,421
Furniture and fixtures	3 - 10 years	35,923		37,176
Assets under construction	n/a	85,647		89,065
Property, plant and equipment, at cost		1,262,338		1,202,247
Accumulated depreciation		(557,233)		(508,574)
Property, plant and equipment, net		$	705,105	$	693,673

______________

(1)Lesser of remaining lease term, building life, or estimated useful life.

Depreciation expense for the three months ended June 30, 2025 and 2024 was $31.1 million and $29.7 million, respectively. Depreciation expense for the six months ended June 30, 2025 and 2024 was $61.1 million and $60.3 million, respectively.

At June 30, 2025, the Company had $85.6 million of assets under construction, which consisted of $42.5 million in machinery and equipment, $25.9 million in leasehold and building improvements, and $17.2 million in capitalized costs related to software projects. Depreciation will begin on these assets once they are placed into service upon completion.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(6) INTANGIBLE ASSETS AND GOODWILL

Intangible Assets

The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of June 30, 2025:


(In thousands)	Weighted Average Remaining Life (Years)	Cost		Accumulated Amortization		Net Balance at June 30, 2025
Finite-lived intangible assets
Acquired developed technology	6.0	$	888,323	$	(454,769)	$	433,554
Trade name	10.3	104,000		(38,778)		65,222
Patents and licenses	9.0	59,492		(15,342)		44,150
Customer relationships	5.5	4,000		(1,556)		2,444
Total finite-lived intangible assets		1,055,815		(510,445)		545,370
In-process research and development	n/a	420,000		—		420,000
Total intangible assets		$	1,475,815	$	(510,445)	$	965,370

The following table summarizes the net-book-value and estimated remaining life of the Company’s intangible assets as of December 31, 2024:


(In thousands)	Weighted Average Remaining Life (Years)	Cost		Accumulated Amortization		Net Balance at December 31, 2024
Finite-lived intangible assets
Acquired developed technology	6.4	$	887,104	$	(412,504)	$	474,600
Trade name	10.8	104,000		(35,153)		68,847
Patents and licenses	9.5	56,542		(12,963)		43,579
Customer relationships	6.0	4,000		(1,333)		2,667
Total finite-lived intangible assets		1,051,646		(461,953)		589,693
In-process research and development	n/a	420,000		—		420,000
Total intangible assets		$	1,471,646	$	(461,953)	$	1,009,693

Amortization of acquired intangible assets for the three months ended June 30, 2025 and 2024 was $24.2 million and $23.3 million, respectively. Amortization of acquired intangible assets for the six months ended June 30, 2025 and 2024 was $48.3 million and $46.6 million, respectively.

As of June 30, 2025, the estimated future amortization expense associated with the Company’s finite-lived intangible assets for each of the five succeeding fiscal years is as follows:


(In thousands)
2025 (remaining six months)	$	48,339
2026	95,659
2027	95,659
2028	95,659
2029	89,536
Thereafter	120,518
	$	545,370

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company’s acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives.

There were no impairment losses recorded on finite-lived intangible assets during the three and six months ended June 30, 2025 and 2024.

Goodwill

The change in the carrying amount of goodwill for the periods ended June 30, 2025 and December 31, 2024 is as follows:


(In thousands)
Balance, January 1, 2024	$	2,367,120
Resolution Bioscience acquisition adjustments	225
Effects of changes in foreign currency exchange rates	(669)
Balance, December 31, 2024	2,366,676
Effects of changes in foreign currency exchange rates	1,345
Balance, June 30, 2025	$	2,368,021

There were no impairment losses for the three and six months ended June 30, 2025 and 2024.

(7) FAIR VALUE MEASUREMENTS

The three levels of the fair value hierarchy established are as follows:

Level 1 Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2 Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 Unobservable inputs that reflect the Company’s assumptions about the assumptions that market participants would use in pricing the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table presents the Company’s fair value measurements as of June 30, 2025 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.


(In thousands)	Fair Value at June 30, 2025		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash, cash equivalents, and restricted cash
Cash and money market	$	645,405	$	645,405	$	—	$	—
U.S. government agency securities	11,694		—		11,694		—
Marketable securities
Corporate bonds	$	100,331	$	—	$	100,331	$	—
U.S. government agency securities	60,227		—		60,227		—
Asset backed securities	35,383		—		35,383		—
Equity securities	5,395		5,395		—		—
Non-marketable securities (1)	$	1,151	$	—	$	—	$	1,151
Liabilities
Contingent consideration	$	(275,408)	$	—	$	—	$	(275,408)
Total	$	584,178	$	650,800	$	207,635	$	(274,257)

The following table presents the Company’s fair value measurements as of December 31, 2024 along with the level within the fair value hierarchy in which the fair value measurements, in their entirety, fall.


(In thousands)	Fair Value at December 31, 2024		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash, cash equivalents and restricted cash
Cash and money market	$	595,548	$	595,548	$	—	$	—
Restricted cash (2)	5,747		5,747		—		—
U.S. government agency securities	5,341		—		5,341		—
Marketable securities
Corporate bonds	$	206,874	$	—	$	206,874	$	—
U.S. government agency securities	140,952		—		140,952		—
Asset backed securities	83,339		—		83,339		—
Equity securities	5,972		5,972		—		—
Non-marketable securities (1)	$	796	$	—	$	—	$	796
Liabilities
Contingent consideration	$	(282,212)	$	—	$	—	$	(282,212)
Total	$	762,357	$	607,267	$	436,506	$	(281,416)

_________________________________

(1)The Company has elected the fair value option under the income approach to measure certain Level 3 non-marketable securities. Gains and losses recorded on non-marketable securities are included in investment income, net in the condensed consolidated statement of operations. The activity in the non-marketable securities held during the three and six months ended June 30, 2025 was not significant.

(2)Restricted cash primarily represents cash held by a third-party financial institution as part of a cash collateral agreement related to the Company’s credit card program. The restrictions will lapse upon the termination of the agreements or the removal of the cash collateral requirement by the third-parties.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

There have been no material changes in valuation techniques or transfers between fair value measurement levels during the three and six months ended June 30, 2025. The fair value of Level 2 instruments classified as cash equivalents and marketable debt securities are valued using a third-party pricing agency where the valuation is based on observable inputs including pricing for similar assets and other observable market factors.

Contingent Consideration Liabilities

The fair value of the contingent consideration liabilities was $275.4 million and $282.2 million as of June 30, 2025 and December 31, 2024, respectively. As of June 30, 2025, the contingent consideration liability was included in other long-term liabilities in the condensed consolidated balance sheet. As of December 31, 2024, $19.7 million was included in other current liabilities and $262.5 million was included in other long-term liabilities in the condensed consolidated balance sheet.

The following table provides a reconciliation of the beginning and ending balances of contingent consideration:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Beginning balance	$	290,498	$	294,260	$	282,212	$	288,657
Changes in fair value (1)	4,910		(13,239)		13,196		(7,636)
Payments (2)	(20,000)		(3,100)		(20,000)		(3,100)
Ending balance	$	275,408	$	277,921	$	275,408	$	277,921

______________

(1)The change in fair value of the contingent consideration liability is included in general and administrative expenses in the condensed consolidated statement of operations for the three and six months ended June 30, 2025 and 2024.

(2)Payments were made in the three months ended June 30, 2025 and 2024 to settle the product development milestone contingent consideration liabilities previously recorded related to the Company’s acquisitions of Ashion Analytics, LLC (“Ashion”) and OmicEra Diagnostics GmbH, respectively.

This fair value measurement of contingent consideration is categorized as a Level 3 liability, as the measurement amount is based primarily on significant inputs not observable in the market.

The fair value of the contingent consideration liability recorded from the Company’s acquisition of Thrive Earlier Detection Corporation (“Thrive”) related to regulatory milestones was $275.4 million as of June 30, 2025. The fair value of the contingent consideration liabilities recorded from the Company’s acquisitions of Thrive and Ashion related to regulatory and product development milestones was $282.2 million as of December 31, 2024. The Company estimates the fair value of the contingent consideration liabilities related to the regulatory and product development milestones using the probability-weighted scenario based discounted cash flow model, which is consistent with the initial measurement of the contingent consideration liabilities. Probabilities of success are applied to each potential scenario and the resulting values are discounted using a present-value factor. The passage of time in addition to changes in projected milestone achievement timing, present-value factor, the degree of achievement, if applicable, and probabilities of success may result in adjustments to the fair value measurement. The fair value of the contingent consideration liability recorded related to regulatory and product development milestones was determined using a weighted average probability of success of 90% as of June 30, 2025 and December 31, 2024, and a weighted average present-value factor of 5.9% and 6.2% as of June 30, 2025 and December 31, 2024, respectively. The projected fiscal year of payment range is from 2030 to 2031. Unobservable inputs were weighted by the relative fair value of the contingent consideration liabilities.

The revenue milestone associated with the Ashion acquisition is not expected to be achieved and therefore no liability has been recorded for this milestone.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Non-Marketable Equity Securities

Non-marketable equity securities without readily determinable fair values, which are classified as a component of other long-term assets, net, had the following cumulative upward and downward adjustments and aggregate carrying amounts:


(In thousands)	June 30, 2025		June 30, 2024
Cumulative upward adjustments (1)	$	5,595	$	5,102
Cumulative downward adjustments and impairments (2)	(16,850)		(15,071)
Aggregate carrying value (3)	50,941		52,227

_________________________________

(1) There were no material upward adjustments recorded on non-marketable equity securities held for the three and six months ended June 30, 2025 and 2024.

(2) There were no material downward adjustments or impairments recorded on non-marketable equity securities held for the three and six months ended June 30, 2025 and 2024, respectively.

(3) The aggregate carrying value of non-marketable equity securities was $50.4 million as of December 31, 2024.

There were no material realized gains or losses recorded during the three and six months ended June 30, 2025 and 2024.

The Company has committed capital to venture capital investment funds of $18.0 million, of which $10.1 million remains callable through 2033 as of June 30, 2025. The aggregate carrying amount of these funds, which are classified as a component of other long-term assets, net in the Company’s condensed consolidated balance sheets, was $7.4 million and $7.5 million as of June 30, 2025 and December 31, 2024, respectively. Gains and losses recorded on these funds were not significant for the three and six months ended June 30, 2025 and 2024.

Derivative Financial Instruments

The Company enters into foreign currency forward contracts on the last day of each month to mitigate the impact of adverse movements in foreign exchange rates related to the remeasurement of monetary assets and liabilities and hedge the Company’s foreign currency exchange rate exposure. As of June 30, 2025 and December 31, 2024 the Company had open foreign currency forward contracts with notional amounts of $50.8 million and $44.2 million, respectively. The Company's foreign exchange derivative instruments are classified as Level 2 within the fair value hierarchy as they are valued using inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The fair value of the open foreign currency forward contracts was zero at June 30, 2025 and December 31, 2024 and there were no gains or losses recorded to adjust the fair value of the open foreign currency contract held as of June 30, 2025. The contracts are closed subsequent to each month-end, and the gains and losses recorded from the contracts were not significant for the three and six months ended June 30, 2025 and 2024.

(8) LONG-TERM DEBT

Revolving Credit Agreement

On January 13, 2025, the Company entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”) with a syndicate of lenders. The Revolving Credit Agreement replaced the Company’s previous revolving loan agreement dated as of November 5, 2021.

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Notes to Condensed Consolidated Financial Statements

(Unaudited)

Borrowings under the Revolving Credit Agreement are permitted up to a maximum amount of $500.0 million on a revolving basis. In addition, the Company may request, in lieu of cash advances, letters of credit with an aggregate stated amount outstanding not to exceed $20.0 million. Up to $50.0 million of borrowings may be made, at the Company’s election, in additional currencies. Borrowings under the Revolving Credit Agreement will be used for working capital and other general corporate purposes. The Revolving Credit Facility matures on the earlier to occur of January 13, 2028 and the date that is 91 days prior to the maturity date of indebtedness of the Company and any restricted subsidiary in the event that the aggregate outstanding principal amount of such maturing indebtedness equals or exceeds $300.0 million. The Revolving Credit Agreement also provides for uncommitted incremental facilities in an amount up to $200.0 million plus an unlimited additional amount so long as the Company is in compliance with certain financial covenants.

Outstanding revolving loans denominated in U.S. dollars under the Revolving Credit Agreement will bear interest at a floating rate of either (A) Term SOFR plus 0.10% (subject to a 0.00% floor) plus the Applicable Rate (as defined below) or (B) a base rate (subject to a 1.00% per annum floor) plus the Applicable Rate, as elected by the Company. Revolving loans denominated in foreign currencies will bear interest at floating reference rates described in the Revolving Credit Agreement plus the Applicable Rate. The Applicable Rate means (A) in the case of U.S. dollar base rate loans, a margin ranging from 1.50% to 2.00% per annum, depending on the Company's consolidated secured gross leverage ratio, and (B) in the case of U.S. dollar Term SOFR loans and all foreign currency loans, a margin ranging from 2.50% to 3.00% per annum, depending on the Company's consolidated secured gross leverage ratio.

The Company is required to pay customary fees for a credit facility of this size and type, including a commitment fee on the unused portion of the Revolving Credit Facility.

Certain of the Company's present and future subsidiaries (the “Subsidiary Guarantors”) guarantee the obligations under the Revolving Credit Agreement. The obligations under the Revolving Credit Agreement are secured by a first priority security interest in substantially all of the Company's and the Subsidiary Guarantors’ assets, subject to certain exceptions and exclusions. The Revolving Credit Agreement contains customary representations and warranties, affirmative covenants and negative covenants for credit facilities of this nature, including financial covenants. The Company must maintain a consolidated secured gross leverage ratio not to exceed 2.50 to 1.00 (subject to certain exceptions) and a consolidated interest charge coverage ratio not less than 3.00 to 1.00, in each case, of as of the last day of each fiscal quarter.

The Company has agreed to various financial covenants under the Revolving Credit Agreement, and as of June 30, 2025, the Company was in compliance with all covenants.

As of June 30, 2025, the Company had $5.9 million of issued and outstanding letters of credit under the Revolving Credit Agreement, which reduced the amount available for cash advances under the facility to $494.1 million. As of June 30, 2025, the Company has not drawn funds from, nor are any amounts outstanding under, the Revolving Credit Agreement.

(9) CONVERTIBLE NOTES

Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of June 30, 2025:


							Fair Value (1)
(In thousands)	Principal Amount		Unamortized Debt Discount and Issuance Costs		Net Carrying Amount		Amount		Leveling
2031 Convertible Notes - 1.750%	$	620,709	$	(12,446)	$	608,263	$	567,700	2
2030 Convertible Notes - 2.000%	572,993		(3,293)		569,700		581,588		2
2028 Convertible Notes - 0.375%	589,380		(4,177)		585,203		533,389		2
2027 Convertible Notes - 0.375%	563,822		(2,891)		560,931		539,352		2

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Convertible note obligations included in the condensed consolidated balance sheet consisted of the following as of December 31, 2024:


							Fair Value (1)
(In thousands)	Principal Amount		Unamortized Debt Discount and Issuance Costs		Net Carrying Amount		Amount		Leveling
2031 Convertible Notes - 1.750%	$	620,709	$	(13,511)	$	607,198	$	581,648	2
2030 Convertible Notes - 2.000%	572,993		(3,642)		569,351		592,756		2
2028 Convertible Notes - 0.375%	589,380		(4,952)		584,428		512,761		2
2027 Convertible Notes - 0.375%	563,822		(3,732)		560,090		523,932		2
2025 Convertible Notes - 1.000% (2)	249,172		(19)		249,153		246,705		2

______________

(1)The fair values are based on observable market prices for this debt, which is traded in less active markets and therefore is classified as a Level 2 fair value measurement.

(2)The Company’s convertible notes due in 2025 (the “2025 Notes”) matured on January 15, 2025 and were included in convertible notes, net, current portion on the condensed consolidated balance sheet as of December 31, 2024. As discussed in further detail below, the 2025 Notes were settled in cash upon maturity in January 2025.

Issuances and Settlements

Upon maturity of the 2025 Notes on January 15, 2025, the Company made a cash payment of $250.4 million in settlement of the total principal of the 2025 Notes and accrued interest that was previously outstanding as of December 31, 2024.

In April 2024, the Company entered into a privately negotiated exchange and purchase agreement with certain holders of the Company’s convertible notes due in 2028 (“2028 Notes”). The Company issued $620.7 million aggregate principal amount of 1.75% convertible notes due in 2031 (the “2031 Notes” and, collectively with the 2025 Notes, 2027 Notes, 2028 Notes, and 2030 Notes, the “Notes”) in exchange for $359.7 million of aggregate principal of 2028 Notes, and $266.8 million of cash after deducting underwriting discounts. The extinguishment resulted in a gain on settlement of convertible notes of $10.3 million, which was recorded in interest income (expense), net in the condensed consolidated statement of operations for the three and six months ended June 30, 2024. The gain represents the difference between (i) the fair value of the consideration transferred and (ii) the carrying value of the debt at the time of exchange.

The net proceeds from the issuance of the 2031 Notes were approximately $259.8 million, after deducting commissions and offering expenses payable by the Company.

The 2031 Notes will mature on April 15, 2031 and bear interest at a rate of 1.75% per year, payable semi-annually in arrears on October 15 and April 15 of each year, beginning on October 15, 2024. The Company has the ability to repurchase the 2031 Notes after April 17, 2029 upon the occurrence of certain events and during certain periods, as set forth in the Indenture filed at the time of the offering.

Summary of Conversion Features

Until the six-months immediately preceding the maturity date of the applicable series of the Company’s convertible notes, each series of Notes is convertible only upon the occurrence of certain events and during certain periods, as set forth in the Indentures filed at the time of the original offerings. On or after the date that is six-months immediately preceding the maturity date of the applicable series of Notes until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may elect to convert such Notes at any time, and if elected, the conversion would occur on the maturity date. The Notes will be convertible into cash, shares of the Company’s common stock (plus, if applicable, cash in lieu of any fractional share), or a combination of cash and shares of the Company’s common stock, at the Company’s election. If the Notes are not converted prior to the maturity date, the principal amount will be settled in cash upon maturity.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

It is the Company’s intent to settle all conversions through combination settlement. The initial conversion rate is 8.96, 8.21, 12.37, and 10.06 shares of common stock per $1,000 principal amount for the 2027 Notes, 2028 Notes, 2030 Notes, and 2031 Notes, respectively, which is equivalent to an initial conversion price of approximately $111.66, $121.84, $80.83, and $99.36 per share of the Company’s common stock for the 2027 Notes, 2028 Notes, 2030 Notes, and 2031 Notes, respectively. The 2027 Notes, 2028 Notes, 2030 Notes, and 2031 Notes are potentially convertible into up to 5.0 million, 4.8 million, 7.1 million, and 6.2 million shares, respectively. The conversion rate is subject to adjustment upon the occurrence of certain specified events as set forth in the Indentures filed at the time of the original offerings but will not be adjusted for accrued and unpaid interest. In addition, holders of the Notes who convert their Notes in connection with a “make-whole fundamental change” (as defined in the Indentures), will, under certain circumstances, be entitled to an increase in the conversion rate.

If the Company undergoes a “fundamental change” (as defined in the Indentures), holders of the Notes may require the Company to repurchase for cash all or part of their Notes at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest.

Based on the closing price of the Company’s common stock of $53.14 on June 30, 2025, the if-converted values on the Notes do not exceed the principal amount.

The Notes do not contain any financial or operating covenants or any restrictions on the payment of dividends, the issuance of other indebtedness, or the issuance or repurchase of securities by the Company.

Ranking of Convertible Notes

The Notes are the Company’s senior unsecured obligations and (i) rank senior in right of payment to all of its future indebtedness that is expressly subordinated in right of payment to the Notes; (ii) rank equal in right of payment to each outstanding series thereof and to all of the Company’s future liabilities that are not so subordinated, unsecured indebtedness; (iii) are effectively junior to all of the Company’s existing and future secured indebtedness and other secured obligations, to the extent of the value of the assets securing that indebtedness and other secured obligations; and (iv) are structurally subordinated to all indebtedness and other liabilities of the Company’s subsidiaries.

Issuance Costs

Issuance costs are amortized to interest expense over the term of the Notes. The following table summarizes the original issuance costs at the time of issuance for each set of Notes:


(In thousands)
2031 Convertible Notes	$	6,780
2030 Convertible Notes	4,938
2028 Convertible Notes	24,453
2027 Convertible Notes	14,285
2025 Convertible Notes	17,646

Interest Expense

Interest expense on the Notes includes the following:


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
Debt issuance costs amortization	$	1,142	$	1,316	$	2,300	$	2,631
Debt discount amortization	382		264		748		289
Gain on settlement of convertible notes	—		(10,254)		—		(10,254)
Coupon interest expense	6,662		6,863		13,413		11,770
Total interest expense on convertible notes	$	8,186	$	(1,811)	$	16,461	$	4,436

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The following table summarizes the effective interest rates of the Notes:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
2031 Convertible Notes	2.10	%	2.06	%	2.09	%	2.06	%
2030 Convertible Notes	2.12	%	2.12	%	2.12	%	2.10	%
2028 Convertible Notes	0.64	%	0.64	%	0.64	%	0.63	%
2027 Convertible Notes	0.67	%	0.67	%	0.67	%	0.67	%
2025 Convertible Notes	n/a		1.18	%	1.05	%	1.17	%

The remaining period over which the unamortized debt discount will be recognized as non-cash interest expense is 1.71, 2.67, 4.67, and 5.79 years for the 2027 Notes, 2028 Notes, 2030 Notes, and 2031 Notes, respectively.

(10) LICENSE AND COLLABORATION AGREEMENTS

The Company licenses certain technologies that are, or may be, incorporated into its technology under several license agreements, as well as the rights to commercialize certain diagnostic tests through collaboration agreements. Generally, the license agreements require the Company to pay single-digit royalties based on net revenues received using the technologies and may require minimum royalty amounts, milestone payments, or maintenance fees.

Mayo Foundation for Medical Education and Research

In June 2009, the Company entered into an exclusive, worldwide license agreement with the Mayo Foundation for Medical Education and Research (“Mayo”), under which Mayo granted the Company an exclusive, worldwide license to certain Mayo patents and patent applications, as well as a non-exclusive, worldwide license with regard to certain Mayo know-how. The scope of the license covers any screening, surveillance or diagnostic test or tool for use in connection with any type of cancer, pre-cancer, disease or condition. The Company’s license agreement with Mayo was most recently amended and restated in September 2020.

The licensed Mayo patents and patent applications contain both method and composition claims that relate to sample processing, analytical testing and data analysis associated with nucleic acid screening for cancers and other diseases. The jurisdictions covered by these patents and patent applications include the U.S., Australia, Canada, the European Union, China, Japan and Korea. Under the license agreement, the Company assumed the obligation and expense of prosecuting and maintaining the licensed Mayo patents and is obligated to make commercially reasonable efforts to bring to market products using the licensed Mayo intellectual property.

Pursuant to the Company’s agreement with Mayo, the Company is required to pay Mayo a low-single-digit royalty on the Company’s net sales of current and future products using the licensed Mayo intellectual property each year during the term of the Mayo agreement.

The Company is also required to pay Mayo up to $3.0 million in sales-based milestone payments upon cumulative net sales of each product using the licensed Mayo intellectual property reaching specified levels.

The license agreement will remain in effect, unless earlier terminated by the parties in accordance with the agreement, until the last of the licensed patents expires in 2039 (or later, if certain licensed patent applications are issued). However, if the Company is still using the licensed Mayo know-how or certain Mayo-provided biological specimens or their derivatives on such expiration date, the term shall continue until the earlier of the date the Company stops using such know-how and materials and the date that is five years after the last licensed patent expires. The license agreement contains customary termination provisions and permits Mayo to terminate the license agreement if the Company sues Mayo or its affiliates, other than any such suit claiming an uncured material breach by Mayo of the license agreement.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

In addition to granting the Company a license to the covered Mayo intellectual property, Mayo provides the Company with product development and research and development assistance pursuant to the license agreement and other collaborative arrangements. In connection with this collaboration, the Company has incurred insignificant charges for the three months ended June 30, 2025 and 2024, respectively. The charges incurred in connection with this collaboration are recorded in research and development expenses in the Company’s condensed consolidated statements of operations.

Johns Hopkins University

Through the acquisition of Thrive, the Company acquired a worldwide exclusive license agreement with Johns Hopkins University (“JHU”) for use of several JHU patents and licensed know-how. The license is designed to enable the Company to leverage JHU intellectual property in the development and commercialization of certain of its products. The agreement terms would require the Company to pay single-digit sales-based royalties and up to a total of $45.0 million in sales-based milestone payments on JHU licensed products that reach specified net sales levels. The Company will record the sales-based royalties once sales of licensed products have occurred and sales-based milestones once achievement is deemed probable. The Company recorded insignificant charges related to sales-based royalties during the three months ended June 30, 2025, and the Company has not incurred charges related to the achievement of any sales-based milestones as of June 30, 2025.

Targeted Digital Sequencing (“TARDIS”) License Agreement

In January 2021, the Company entered into an exclusive, worldwide license to the proprietary TARDIS technology from The Translational Genomics Research Institute (“TGen”). Under the agreement, the Company acquired a royalty-free, worldwide exclusive license to proprietary TARDIS patents and know-how. Under the agreement, the Company was obligated to make milestone payments to TGen of up to $45.0 million in sales-based milestone payments upon cumulative net sales related to molecular residual disease (“MRD”) detection and/or treatment reaching specified levels. These payments were contingent upon achievement of these cumulative revenues on or before December 31, 2030, which was not achieved prior to the termination.

Effective May 1, 2024, the Company entered into termination agreements (the “Termination Agreements”) with TGen for the purpose of terminating the license and sponsored research agreement relating to the TARDIS technology and an additional sponsored research agreement with a broader scope (collectively, the “Original Agreements”). As part of the Termination Agreements, the Company will pay TGen $27.6 million in compensation for the termination of the Original Agreements, which will be allocated into three annual installments of $9.2 million per year beginning in the second quarter of 2024. The fair value of the termination payments as of the date of the Termination Agreements was $25.8 million, which was recorded as research and development expense in the condensed consolidated statement of operations in the second quarter of 2024. The remaining $1.8 million in expense is being recognized ratably through the date of the final payment in the second quarter of 2026. The Company has recorded a liability of $8.7 million representing the fair value of the remaining payments, which is included in accrued liabilities on the condensed consolidated balance sheet as of June 30, 2025. The termination payments eliminate the Company’s obligation to pay TGen any further payments, equities, fees, costs, or other amounts that would have been due under the Original Agreements, including the milestone payments. The Company’s ongoing development efforts for its pipeline tests are not impacted by the Termination Agreements.

Broad Institute, Inc.

In June 2023, the Company entered into an exclusive license agreement with Broad Institute, Inc. (“Broad Institute”) to utilize the Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) technology in the Company’s MRD testing. Under the license agreement, the Company is obligated to make development milestone payments to Broad Institute of up to $6.5 million upon achievement of certain development milestones related to prospective MRD tests that use the MAESTRO technology. In addition, the Company is obligated to make sales-based milestone payments to Broad Institute that equate up to a mid-single-digit royalty upon the achievement of certain cumulative net sales targets of licensed products using the MAESTRO technology beginning at $500.0 million. The Company will record the development milestones once achieved and the sales milestones once achievement is deemed probable. The Company has not incurred charges related to the achievement of development milestones or sales milestones as of June 30, 2025.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Watchmaker Genomics, Inc.

In July 2023, the Company entered into a co-exclusive development and license agreement with Watchmaker Genomics, Inc. (“Watchmaker”) under which the Company granted Watchmaker a co-exclusive license to the non-bisulfite technology for the detection of methylated DNA and other epigenetic modifications (“TAPS”). TAPS is based on patents obtained by the Company through an exclusive license agreement with the Ludwig Institute for Cancer Research. Under the agreement, both parties have the right to use and develop TAPS for commercial purposes. The Company has the potential to receive up to $82.0 million in sales-based milestone payments and mid-single-digit royalties based on future Watchmaker net sales of licensed products including TAPS. Additionally, Watchmaker has the right to sublicense TAPS, and the Company has the potential to receive royalties based on future Watchmaker sublicense receipts. The Company has not received any sales-based milestone payments or royalties on Watchmaker net sales of licensed products, or royalties on Watchmaker sublicense receipts as of June 30, 2025.

TwinStrand Biosciences, Inc.

On July 1, 2024, the Company entered into an agreement with TwinStrand Biosciences, Inc. (“TwinStrand”), under which TwinStrand licensed to the Company intellectual property related to the error correction technology in next-generation sequencing. The Company’s rights are broadly exclusive with respect to cell-free nucleic acid sequencing, subject to certain non-exclusive relationships in the field. The Company also holds exclusive rights to sublicense the licensed intellectual property. Under the license agreement, the Company made upfront payments to TwinStrand totaling $45.0 million in July 2024. The upfront payments were capitalized as a patent and license intangible asset in the condensed consolidated balance sheet, which is amortized over its estimated useful life of 10 years. In addition, the Company agreed to pay TwinStrand a low-single-digit royalty on the Company’s and any sublicensee’s net sales of certain licensed products and services. The Company will record the sales-based royalties once sales using relevant licensed products and services have occurred. The Company has not incurred charges related to the sales-based royalties as of June 30, 2025. Sublicense revenue was not significant for the three and six months ended June 30, 2025.

(11) STOCKHOLDERS’ EQUITY

Changes in Accumulated Other Comprehensive Income

The amounts recognized in AOCI for the six months ended June 30, 2025 were as follows:


(In thousands)	Cumulative Translation Adjustment		Unrealized Gain (Loss) on Securities (1)		AOCI
Balance at December 31, 2024	$	(1,920)	$	976	$	(944)
Other comprehensive income (loss) before reclassifications	4,189		96		4,285
Amounts reclassified from accumulated other comprehensive income (loss)	—		(255)		(255)
Net current period change in accumulated other comprehensive income (loss)	4,189		(159)		4,030
Balance at June 30, 2025	$	2,269	$	817	$	3,086

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The amounts recognized in AOCI for the six months ended June 30, 2024 were as follows:


(In thousands)	Cumulative Translation Adjustment		Unrealized Gain (Loss) on Securities (1)		AOCI
Balance at December 31, 2023	$	1,374	$	54	$	1,428
Other comprehensive income (loss) before reclassifications	(1,446)		(984)		(2,430)
Amounts reclassified from accumulated other comprehensive income (loss)	—		59		59
Net current period change in accumulated other comprehensive income (loss)	(1,446)		(925)		(2,371)
Balance at June 30, 2024	$	(72)	$	(871)	$	(943)

______________

(1)There was no tax impact from the amounts recognized in AOCI for the six months ended June 30, 2025 and 2024. The unrealized gain (loss) recorded on available-for-sale securities is a non-cash investing activity.

Amounts reclassified from AOCI for the six months ended June 30, 2025 and 2024 were as follows:


	Affected Line Item in the Statements of Operations	Six Months Ended June 30,
Details about AOCI Components (In thousands)		2025		2024
Change in value of available-for-sale investments
Sales and maturities of available-for-sale investments	Investment income, net	$	(255)	$	59
Total reclassifications		$	(255)	$	59

(12) STOCK-BASED COMPENSATION

Stock-Based Compensation Plans

The Company maintains the following plans for which awards were granted from or had awards outstanding in 2025: the 2010 Omnibus Long-Term Incentive Plan (As Amended and Restated Effective July 27, 2017), the 2019 Omnibus Long-Term Incentive Plan, and the 2010 Employee Stock Purchase Plan. These plans are collectively referred to as the “Stock Plans.”

Stock-Based Compensation Expense

The Company records stock-based compensation expense in connection with the amortization of restricted stock and restricted stock unit awards (“RSUs”), performance share units (“PSUs”), stock purchase rights granted under the Company’s employee stock purchase plan (“ESPP”) and stock options granted to employees, non-employee consultants and non-employee directors. The Company recorded $55.8 million and $56.6 million in stock-based compensation expense during the three months ended June 30, 2025 and 2024, respectively. The Company recorded $110.4 million and $116.9 million in stock-based compensation expense during the six months ended June 30, 2025 and 2024, respectively.

As of June 30, 2025, there was approximately $410.0 million of expected total unrecognized compensation cost related to non-vested stock-based compensation arrangements granted under all equity compensation plans. The Company expects to recognize that cost over a weighted average period of 2.66 years.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Stock Options

A summary of stock option activity under the Stock Plans is as follows:


	Option Shares	Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value (1)
(Aggregate intrinsic value in thousands)
Outstanding, January 1, 2025	982,742	$	53.60	3.1
Exercised	(92,501)	23.49
Forfeited	(34,528)	84.02
Outstanding, June 30, 2025	855,713	$	55.62	2.9	$	12,979
Vested and expected to vest, June 30, 2025	855,713	$	55.62	2.9	$	12,979
Exercisable, June 30, 2025	855,713	$	55.62	2.9	$	12,979

______________

(1)The total intrinsic value of options exercised, net of shares withheld for taxes, during the six months ended June 30, 2025 and 2024 was $2.3 million and $3.3 million, respectively, determined as of the date of exercise.

Restricted Stock and Restricted Stock Units

The fair value of restricted stock and RSUs is determined on the date of grant using the closing stock price on that day.

A summary of restricted stock and RSU activity is as follows:


	Restricted Shares	Weighted Average Grant Date Fair Value (1)
Outstanding, January 1, 2025	7,244,796	$	63.18
Granted	3,600,140	51.37
Released (2)	(2,271,301)	69.21
Forfeited	(446,723)	57.23
Outstanding, June 30, 2025	8,126,912	$	56.31

______________

(1)The weighted average grant date fair value of the RSUs granted during the six months ended June 30, 2024 was $57.38.

(2)The fair value of RSUs vested and converted to shares of the Company’s common stock was $157.2 million and $153.4 million during the six months ended June 30, 2025 and 2024, respectively.

Performance Share Units

The Company has issued performance-based equity awards to certain employees which vest upon the achievement of certain performance goals, including financial performance targets and operational milestones.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

A summary of PSU activity is as follows:


	Performance Share Units (1)	Weighted Average Grant Date Fair Value (2)
Outstanding, January 1, 2025	2,021,208	$	75.86
Granted	1,278,137	59.48
Released (3)	(152,565)	88.24
Forfeited	(494,093)	85.30
Outstanding, June 30, 2025	2,652,687	$	65.21

______________

(1)The PSUs listed above assumes attainment of maximum payout rates as set forth in the performance criteria. Applying actual or expected payout rates, the number of outstanding PSUs as of June 30, 2025 was 1,134,022.

(2)The weighted average grant date fair value of the PSUs granted during the six months ended June 30, 2024 was $63.68.

(3)The fair value of PSUs vested and converted to shares of the Company’s common stock was $13.5 million and $9.9 million for the six months ended June 30, 2025 and 2024, respectively.

Employee Stock Purchase Plan

The fair value of shares purchased during the three and six months ended June 30, 2025 and 2024 under the ESPP is based on the assumptions in the following table:


	Three Months Ended June 30,		Six Months Ended June 30,
(In thousands)	2025	2024	2025	2024
Risk-free interest rates	4.42% - 5.15%	4.71% - 5.30%	4.42% - 5.15%	4.71% - 5.30%
Expected term (in years)	0.5 - 1.25	1.17	0.5 - 1.25	1.17
Expected volatility	44.40% - 57.15%	55.67% - 63.13%	44.40% - 57.15%	55.67% - 63.13%
Dividend yield	—%	—%	—%	—%

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(13) COMMITMENTS AND CONTINGENCIES

Leases

Supplemental disclosure of cash flow information related to the Company’s cash and non-cash activities with its leases are as follows:


	Six Months Ended June 30,
(In thousands)	2025			2024
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	20,213		$	19,188
Operating cash flows from finance leases	616			612
Finance cash flows from finance leases	3,494			3,025
Non-cash investing and financing activities:
Right-of-use assets obtained in exchange for new operating lease liabilities	20,772			18,925
Right-of-use assets obtained in exchange for new finance lease liabilities	—			13,717
Weighted-average remaining lease term - operating leases (in years)	7.25			7.73
Weighted-average remaining lease term - finance leases (in years)	2.65			3.21
Weighted-average discount rate - operating leases	6.52		%	6.55		%
Weighted-average discount rate - finance leases	6.69		%	6.78		%

As of June 30, 2025 and December 31, 2024, the Company’s right-of-use assets from operating leases are $126.1 million and $117.0 million, respectively, which are reported in operating lease right-of-use assets in the Company’s condensed consolidated balance sheets. As of June 30, 2025, the Company has outstanding operating lease obligations of $197.4 million, of which $31.3 million is reported in operating lease liabilities, current portion and $166.0 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets. As of December 31, 2024, the Company had outstanding operating lease obligations of $184.5 million, of which $27.4 million is reported in operating lease liabilities, current portion and $157.1 million is reported in operating lease liabilities, less current portion in the Company’s condensed consolidated balance sheets.

As of June 30, 2025 and December 31, 2024, the Company’s right-of-use assets from finance leases are $14.4 million and $19.8 million, respectively, which are reported in other long-term assets, net in the Company’s condensed consolidated balance sheets. As of June 30, 2025, the Company has outstanding finance lease obligations of $15.4 million, of which $6.1 million is reported in other current liabilities and $9.3 million is reported in other long-term liabilities in the Company’s condensed consolidated balance sheets. As of December 31, 2024, the Company had outstanding finance lease obligations of $21.0 million, of which $7.8 million is reported in other current liabilities and $13.2 million is reported in other long-term liabilities in the Company’s condensed consolidated balance sheets.

Legal Matters

In addition to commitments and obligations incurred in the ordinary course of business, from time to time the Company may be subject to a variety of claims and legal proceedings, including legal actions for damages, governmental investigations and other matters. The Company has also instituted, and may in the future institute, additional legal proceedings to enforce its rights and seek remedies, such as monetary damages, injunctive relief and declaratory relief.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

The Company accrues costs for certain legal proceedings and regulatory matters to the extent that it determines an unfavorable outcome is probable and the amount of the loss can be reasonably estimated. While such accrued costs reflect the Company’s best estimate of the probable loss for such matters, the recorded amounts may differ materially from the actual amount of any such losses. In some cases, no estimate of the possible loss or range of loss in excess of amounts accrued, if any, can be made because of the inherently unpredictable nature of legal and regulatory proceedings, which may be exacerbated by various factors, including but not limited to, that they may involve indeterminate claims for monetary damages or may involve fines, penalties or punitive damages; present novel legal theories or legal uncertainties; involve disputed facts; represent a shift in regulatory policy; involve a large number of parties, claimants or regulatory bodies; are in the early stages of the proceedings; involve a number of separate proceedings and/or a wide range of potential outcomes; or result in a change of business practices.

As of the date of this Quarterly Report on Form 10-Q, amounts accrued for legal proceedings and regulatory matters were not significant. However, it is possible that in a particular quarter or annual period the Company’s financial condition, results of operations, cash flow and/or liquidity could be materially adversely affected by an ultimate unfavorable resolution of, or development in, legal and/or regulatory proceedings, including as described below. Except for the proceedings discussed below, the Company believes that the ultimate outcome of any of the regulatory and legal proceedings that are currently pending against it should not have a material adverse effect on financial condition, results of operations, cash flow, or liquidity.

Intellectual Property Litigation Matters

In November 2023, the Company filed suit against Geneoscopy, Inc. (“Geneoscopy”) in the United States District Court for the District of Delaware, alleging that certain of Geneoscopy’s products infringe the ‘781 Patent and seeking unspecified monetary damages and injunctive relief (the “’781 Action”) and in January 2024, the Company amended the complaint, alleging that Geneoscopy has made false and misleading statements in the marketing and promotion of its product, in violation of the Lanham Act. In May 2024, the Company filed a second complaint against Geneoscopy alleging infringement of the Company’s U.S. Patent No. 11,970,746 (the “’746 Patent”), which has been consolidated with the ’781 Action. Geneoscopy filed counterclaims against the Company challenging the validity of the patents at issue and alleging breach of contract, misappropriation of trade secrets, unfair competition, and other violations of state and federal law seeking unspecified monetary damages and injunctive relief. On July 16, 2024, the Company filed a motion for preliminary injunction seeking an order prohibiting Geneoscopy from selling its infringing Colosense test in the United States, which the Court has taken under advisement.

Geneoscopy petitioned the United States Patent and Trademark Office to institute an inter partes review (“IPR”) challenging the validity of the ‘781 Patent and the ‘746 Patent before the Patent Trial and Appeals Board (“PTAB”) and the PTAB instituted review for both patents. On July 9, 2025, the PTAB issued its decision finding all claims of the ‘781 Patent unpatentable. A notice of appeal may be filed on or before September 10, 2025. A final decision of the review of the ‘746 Patent will be made on or before February 27, 2026. On February 20, 2025, Geneoscopy filed a motion to stay the district court litigation pending IPR of the ‘781 and ‘746 Patents, which is fully briefed and pending before the Court.

(14) ACQUISITIONS AND DIVESTITURES

Divestitures

Oncotype DX Genomic Prostate Score Test

On August 2, 2022, pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) with MDxHealth SA (“MDxHealth”), the Company completed the sale of the intellectual property and know-how related to the Company’s Oncotype DX Genomic Prostate Score test (“GPS test”). On August 23, 2023, the Company and MDxHealth executed the Second Amendment to the Asset Purchase Agreement (the “Second Amendment”). Under the Second Amendment, the Company agreed to allow MDxHealth to defer the 2023 contingent consideration payment by three years in exchange for additional consideration and more favorable contingent consideration terms, including elimination of the minimum revenue thresholds previously required to be met under the Asset Purchase Agreement. Refer to the Company’s 2024 Form 10-K for additional details on the agreements.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

As of June 30, 2025 and December 31, 2024, a portion of the contingent consideration is classified as a contract asset. As of June 30, 2025, the contract asset was $32.7 million, which is included in prepaid expenses and other current assets on the condensed consolidated balance sheet. As of December 31, 2024, the contract asset was $25.9 million, which is included in other long-term assets, net on the condensed consolidated balance sheet. The contract asset was estimated using historical GPS test revenues by MDxHealth under the most likely amount method. As of June 30, 2025, the remaining consideration balance of $21.8 million, which includes the amount earned during the 2023 earnout year classified as a receivable, is included in other long-term assets, net on the condensed consolidated balance sheet. As of December 31, 2024, the remaining consideration balance classified as a receivable, was $56.6 million, of which $27.9 million is included in prepaid expenses and other current assets and $28.7 million is included in other long-term assets, net on the condensed consolidated balance sheet. As of December 31, 2024, the maximum contingent consideration of $82.5 million under the Second Amendment had been recognized, including an insignificant contingent consideration gain for the three and six months ended June 30, 2024, which is included in other operating income in the condensed consolidated statement of operations. In April 2025, the Company received the cash payment of $28.0 million related to the 2024 earnout year, which was included in prepaid expenses and other current assets on the condensed consolidated balance sheet as of December 31, 2024. This cash receipt is presented as a cash inflow from investing activities for the six months ended June 30, 2025 on the condensed consolidated statement of cash flows.

(15) SEGMENT INFORMATION

The Company is managed as one operating segment, and thus reports as a single reportable segment. This operating segment is focused on the development and global commercialization of clinical laboratory services allowing healthcare providers and patients to make individualized treatment decisions. The accounting policies of the segment are the same as those described in Note 1 - Summary of Significant Accounting Policies. The Company's Chief Operating Decision Maker (“CODM”), its President and Chief Executive Officer, monitors the Company's operating performance and makes decisions regarding allocation of resources to its operations at the consolidated level. The measure of segment profit or loss used by the CODM in assessing performance and deciding how to allocate resources is based on net loss. The CODM is regularly provided consolidated net loss to monitor budget versus actual results on a monthly basis to timely identify deviations from expected results, which is used in assessing performance and deciding where to reinvest profits and allocate resources predominantly in the annual budget and forecasting process. Significant segment expenses regularly provided to the CODM are those presented on the condensed consolidated statement of operations. These significant segment expenses include cost of sales, research and development, sales and marketing, and general and administrative. Additional significant segment expenses that are not separately presented in the condensed consolidated statement of operations include stock-based compensation, depreciation expense, and amortization of acquired intangible assets, which are presented in the condensed consolidated statement of cash flows. Other segment items that are presented on the condensed consolidated statements of operations include investment income, net, interest income (expense), net, income tax expense, and non-recurring items such as impairment of long-lived and indefinite-lived assets, and other operating income.

The measure of segment assets provided to and reviewed by the CODM is reported on the consolidated balance sheet as total assets. Long-lived assets located in countries outside the U.S. are not significant.

The following table summarizes total revenue from customers by geographic region. Product revenues are attributed to countries based on ship-to location.


	Three Months Ended June 30,				Six Months Ended June 30,
(In thousands)	2025		2024		2025		2024
United States	$	755,829	$	652,542	$	1,411,027	$	1,245,533
Outside of United States	55,256		46,722		106,843		91,255
Total revenues	$	811,085	$	699,264	$	1,517,870	$	1,336,788

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(16) INCOME TAXES

The Company recorded income tax expense of $1.1 million and $1.5 million for the three months ended June 30, 2025 and 2024, respectively. The Company recorded income tax expense of $1.4 million and $3.3 million for the six months ended June 30, 2025 and 2024, respectively. The Company’s income tax expense recorded during the three and six months ended June 30, 2025 is primarily related to current foreign and state tax expense. A deferred tax liability of $6.2 million and $7.2 million was recorded as of June 30, 2025 and December 31, 2024, respectively, which is included in other long-term liabilities on the Company’s condensed consolidated balance sheet. The Company continues to maintain a full valuation allowance against its deferred tax assets based on management’s determination that it is more likely than not the benefit will not be realized.

The Company had $47.0 million and $43.3 million of unrecognized tax benefits at June 30, 2025 and December 31, 2024, respectively. These amounts have been recorded as a reduction to the Company’s deferred tax asset, if recognized they would not have an impact on the effective tax rate due to the existing valuation allowance. Certain of the Company's unrecognized tax benefits could change due to activities of various tax authorities, including possible settlement of audits, or through normal expiration of various statutes of limitations. The Company does not expect a material change in unrecognized tax benefits in the next twelve months.

As of June 30, 2025, due to the carryforward of unutilized net operating losses and research and development credits, the Company is subject to U.S. federal income tax examinations for the tax years 2005 through 2025, and to state income tax examinations for the tax years 2005 through 2025. No interest or penalties related to income taxes have been accrued or recognized as of June 30, 2025.

The Organization for Economic Co-operation and Development has endorsed a framework (“Pillar Two”) with model rules introducing a global minimum corporate tax rate via a system where multinational groups with consolidated revenue over €750.0 million are subject to a minimum effective tax rate of 15% on income arising in low-tax jurisdictions on a country-by-country basis. Many countries have implemented laws based on these model rules, with effective dates beginning January 1, 2024. These rules do not have a material impact on the Company for the current period and, as currently designed, are not expected to materially increase the Company’s global tax costs. The Company will continue to monitor U.S. and global legislative action related to Pillar Two for potential impacts.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA makes permanent several provisions of the Tax Cuts and Jobs Act, including 100% bonus depreciation, immediate expensing of domestic research and development costs, and the limitation on business interest expense. The legislation also introduces modifications to the international tax framework. The provisions of the OBBBA have varying effective dates, with certain provisions effective beginning in 2025 and others phased in through 2027. The Company is currently evaluating the impact of the OBBBA on its consolidated financial statements, including its deferred tax assets and liabilities, valuation allowance, and overall effective tax rate.

(17) SUBSEQUENT EVENTS

On July 22, 2025, the Company committed to a plan to restructure certain support functions (the “Restructure”), as part of a multi-year productivity plan (the “Plan”). The Plan includes several initiatives that will drive sustainable growth, improve operating leverage, and amplify the Company's ability to invest in innovation and serve more patients. These savings will primarily come from general and administrative efficiencies, that in addition to restructuring certain support functions, include external spend optimization, and accelerating the use of artificial intelligence and automation in core operations. The Company currently expects the Restructure will result in general and administrative costs of approximately $30 million throughout the second half of 2025 and 2026, a majority of which will be incurred in the third quarter of 2025, primarily related to employee termination costs and consulting fees. These estimates and the timing thereof, are subject to a number of assumptions and actual results may differ from current expectations. The Company may also record other charges or cash expenditures not currently contemplated due to events that may occur as a result of, or associated with, the initiatives.

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EXACT SCIENCES CORPORATION

Notes to Condensed Consolidated Financial Statements

(Unaudited)

On August 4, 2025, the Company entered into a Collaboration and License Agreement (the “Agreement”) with Freenome Holdings, Inc. (“Freenome”), under which the Company and Freenome will collaborate to develop and commercialize certain blood-based screening and diagnostic products (“Collaboration Products”) for colorectal cancer (“CRC”). Beginning from the execution of the Agreement, the Company has co-exclusive rights to commercialize Freenome’s existing CRC screening test as a laboratory developed test in the United States (the “Field”). Upon the later of (1) certain requirements related to antitrust clearance being satisfied (the “Antitrust Clearance Date”) and (2) receipt of first-line U.S. Food and Drug Administration (“FDA”) approval for a Collaboration Product, the Company will obtain exclusive rights to commercialize such Collaboration Product in the in the Field. Under the terms of the Freenome Agreement, the Company is obligated to pay to Freenome $75.0 million in cash upon the earlier to occur of (1) the Antitrust Clearance Date and (2) November 3, 2025. Up to an additional $700.0 million will be payable based upon the achievement of certain development and regulatory milestones. In addition, the Company will be obligated to pay Freenome royalty payments on net sales of Collaboration Products ranging from 0% to 10% depending on the test’s profitability to the Company and subject to customary royalty stacking provisions. Pursuant to the Freenome Agreement, the Company also agreed to a research and development commitment under which, beginning on the Antitrust Clearance Date, the Company will contribute $20.0 million in development costs annually over three years. If the Freenome Agreement is terminated pursuant to certain provisions related to antitrust laws, the Company may be entitled to a refund of the Upfront Payment or receive Freenome securities with a value of $75 million. The Company also entered into a note purchase agreement with Freenome under which the Company agreed to purchase from Freenome a $50.0 million senior convertible note with a 5.0% coupon rate due in 2030.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Objective

The purpose of this Management’s Discussion and Analysis is to better allow our investors to understand and view our Company from management’s perspective. We are providing an overview of our business and strategy including a discussion of our financial condition and results of operations. The following discussion of our financial condition and results of operations should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”), which has been filed with the U.S. Securities and Exchange Commission (“SEC”).

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “believe,” “expect,” “may,” “will,” “should,” “would,” “could,” “seek,” “intend,” “plan,” “goal,” “project,” “estimate,” “anticipate” or other comparable terms. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q regarding our strategies, prospects, expectations, financial condition, operations, costs, plans and objectives are forward-looking statements. Examples of forward-looking statements include, among others, statements we make regarding expected future operating results,including the anticipated impacts of restructuring and cost reduction initiatives; expectations for development or launching of new or improved products and services and their adoption and impact on patients; insurance reimbursement potential; our strategies, clinical trials, commercialization efforts, positioning, competition, resources, capabilities and expectations for future events or performance; and the anticipated benefits of our acquisitions and collaborative and licensing arrangements, including estimated synergies and other financial impacts. Forward-looking statements are neither historical facts nor assurances of future performance or events. Instead, they are based only on current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Actual results, conditions, and events may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results, conditions, and events to differ materially from those indicated in the forward-looking statements include, among others, the following: our ability to successfully develop and commercialize new products and services and assess potential market opportunities; our ability to successfully and profitably market our products and services; the acceptance of our products and services by patients and healthcare providers; our reliance upon certain suppliers; our ability to retain and hire key personnel; approval and maintenance of adequate reimbursement rates for our products and services within and outside of the U.S.; the amount and nature of competition for our products and services; the effects of any judicial, executive or legislative action affecting us or the healthcare system; changes in government policies, laws, regulations, and staffing; recommendations, guidelines and quality metrics issued by various organizations regarding cancer screening or our products and services; our ability to obtain and maintain regulatory approvals and comply with applicable regulations; our ability to protect and enforce our intellectual property; our success establishing and maintaining collaborative, licensing and supplier arrangements; the results of our validation studies and clinical trials, including the risks that the results of future studies and trials may differ materially from the results of previously completed studies and trials; our ability to manage an international business and our expectations regarding our international expansion and opportunities; the potential effects of changing macroeconomic conditions and geopolitical conflict; the possibility that the anticipated benefits from our business acquisitions or collaborative or licensing arrangements will not be realized in full or at all or may take longer to realize than expected; the possibility that the anticipated benefits from our restructuring and cost reduction initiatives will not be realized in full or at all or may take longer to realize than expected; the outcome of any potential litigation or legal proceedings; and our ability to raise the capital necessary to support our operations or meet our payment obligations under our indebtedness. The risks included above are not exhaustive. Other important risks and uncertainties are described in the Risk Factors and in Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the 2024 Form 10-K and our subsequently filed Quarterly Reports on Form 10-Q. You are further cautioned not to place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise required by the federal securities laws, we undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

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Overview

A leading provider of cancer screening and diagnostic tests, Exact Sciences Corporation (together with its subsidiaries, “Exact,” “we,” “us,” “our” or the “Company”) gives patients and health care professionals the clarity needed to take life-changing action earlier. Building on the success of the Cologuard® and Oncotype DX® tests, we are investing in our pipeline to develop innovative solutions for use before, during, and after a cancer diagnosis.

During the second quarter of 2025, we achieved many critical milestones, including:

•delivering tests results to more than 1.3 million people with our portfolio of cancer tests,

•growing total revenue 16% year-over-year while decreasing operating expenses as a percentage of revenue,

•obtaining Medicare reimbursement for OncodetectTM, our molecular residual disease (“MRD”) test, through the Molecular Diagnostics Services Program (“MolDX”) effective April 2025 for serial use in patients with stage II, III, and resectable stage IV colorectal cancer in the adjuvant and recurrence monitoring settings over a five-year period,

•entered into an exclusive license agreement with Freenome Holdings, Inc. (“Freenome”) for blood-based colorectal cancer screening tests in August 2025, and

•being recognized as a Great Place to Work for the seventh year in a row.

Our Screening Tests

Cologuard Test

Colorectal cancer is the second leading cause of cancer deaths in the United States (“U.S.”) and the leading cause of cancer deaths in the U.S. among non-smokers. Each year in the U.S., there are approximately 154,000 new cases of colorectal cancer and approximately 53,000 deaths. It is widely accepted that colorectal cancer is among the most preventable, yet least prevented cancers.

Our flagship screening product, the Cologuard test, is a patient-friendly, non-invasive stool-based DNA (“sDNA”) screening test that utilizes a multi-target approach to detect DNA and hemoglobin biomarkers associated with colorectal cancer and pre-cancer. Upon approval by the U.S. Food and Drug Administration (“FDA”) in August 2014, our Cologuard test became the first and only FDA-approved sDNA non-invasive colorectal cancer (“CRC”) screening test. Our Cologuard test is now indicated for average risk adults 45 years of age and older. The FDA approved our Cologuard Plus test for adults ages 45 and older of average risk for colorectal cancer in October 2024, and we launched this test in late March 2025.

Genetic Testing

We have an extensive menu of predefined genetic tests for nearly all clinically relevant genes, additional custom panels, and comprehensive germline, whole exome (“PGxome®”), and whole genome (“PGnome®”) sequencing tests.

Our Precision Oncology Tests

Our precision oncology portfolio delivers actionable genomic insights to inform prognosis and cancer treatment after a diagnosis. In breast cancer, the Oncotype DX Breast Recurrence Score® test is the only test shown to predict the likelihood of chemotherapy benefit as well as the chance of cancer recurrence in the most common sub-type of early-stage breast cancer. As the only test proven to predict both the likelihood of chemotherapy benefit and cancer recurrence, the Oncotype DX test is recognized globally as standard of care and is included in all major breast cancer treatment guidelines. The OncoExTra® test applies comprehensive tumor profiling, utilizing whole exome and whole transcriptome sequencing, to aid in therapy selection for patients with advanced, metastatic, refractory, relapsed, or recurrent cancer. With an extensive panel of approximately 20,000 genes and 169 introns, the OncoExTra test is one of the most comprehensive genomic (DNA) and transcriptomic (RNA) panels available today. We enable patients to take a more active role in their cancer care and make it easy for providers to order tests, interpret results, and personalize medicine by applying real-world evidence and guideline recommendations.

Riskguard®, our hereditary cancer test, helps people understand their inherited risk of cancer, arming them with critical information to make more informed treatment decisions.

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International Business Background and Products

We commercialize or plan to commercialize our Oncotype® tests internationally through employees in Canada, Japan and a number of European countries, as well as through exclusive distribution agreements. We have provided our Oncotype tests in approximately 120 countries outside of the U.S. We do not offer our Cologuard test, or Oncodetect test outside of the U.S. We are exploring opportunities to make these tests and other future products available outside the U.S.

Recent & Upcoming Test Launches

We have launched or are preparing to launch in 2025 new screening and diagnostic tests to address unmet patient needs and enhance our existing products.

•Cologuard Plus - Our Cologuard Plus test, which was developed in collaboration with Mayo Foundation for Medical Education and Research (“Mayo”), was launched in late March 2025. The Cologuard Plus test is covered by Medicare and included in the U.S. Preventive Services Taskforce (“USPSTF”) guidelines as a recommended stool-based screening option. The test features novel biomarkers, improved laboratory processes, and enhanced sample stability, and detects colorectal cancers and precancerous polyps with even greater sensitivity than our Cologuard test while reducing false positives by nearly 40%. Results from the pivotal BLUE-C study published in the New England Journal of Medicine in March 2024 showed 95% overall cancer sensitivity and 43% sensitivity for advanced precancerous lesions at 94% specificity when age-weighted to the U.S. population with no findings on colonoscopy. In October 2024, the FDA approved our Cologuard Plus test for adults ages 45 and older of average risk for colorectal cancer.

•Oncodetect - Our tumor-informed Oncodetect MRD test is designed to detect small amounts of tumor DNA that may remain in patients’ blood after they have undergone initial treatment. This test is expected to help patients and oncologists understand the success of initial treatment, guide further treatment, and monitor for cancer recurrence. Results from the Alpha-CORRECT study, which primarily included patients with stage III colorectal cancer, showed our Oncodetect test achieved 78% sensitivity at the post-surgical timepoint and 91% sensitivity during the surveillance monitoring period, with specificities of 80% and 94%, respectively. In January 2025, complete findings from Alpha-CORRECT were published in the Journal of Surgical Oncology. Results from our Beta-CORRECT study, which we presented at the 2025 American Society of Clinical Oncology Annual Meeting, confirm a significant association between MRD positivity and recurrence in patients with stages II through IV colorectal cancer. Our Oncodetect test was launched as a laboratory developed test (“LDT”) in April 2025, and based on results from the aforementioned studies, obtained Medicare reimbursement through the MolDX program effective April 2025 for serial use in patients with stage II, III, and resectable stage IV colorectal cancer in the adjuvant and recurrence monitoring settings over a five-year period.

•CancerguardTM - Our Cancerguard test is designed to detect multiple cancers in their earliest stages from a single blood draw. Building on decades of research with Mayo and The Johns Hopkins University, the Cancerguard test combines multiple biomarker classes for earlier cancer detection, provides high specificity to help minimize false positives, and utilizes a streamlined imaging-based diagnostic pathway to reduce follow-up procedures. In November 2024, results from a multi-center, prospective, case-control ASCEND-2 study showed 60% overall sensitivity at 98.5% specificity when excluding cancer organ types with average-risk standard of care screening, and 67% overall sensitivity for the six most aggressive cancer organ types with the shortest 5-year survival rate. We expect to launch Cancerguard, an LDT version of this test, in the third quarter of 2025.

Pipeline Research and Development

We are continuing to advance our pipeline of future screening and diagnostic products, including risk assessment, screening and prevention, early disease diagnosis, adjuvant and/or neoadjuvant disease treatment, metastatic disease treatment selection, and recurrence monitoring.

Through our collaboration with Mayo, we have successfully performed feasibility studies involving multiple types of cancer using tissue, blood, and other sample types. Our research and development programs are also powered by technologies we have exclusively licensed from JHU, Broad Institute, Inc. (“Broad Institute”), Oxford University, the Ludwig Institute for Cancer Research, and TwinStrand Biosciences, Inc. (“TwinStrand”).

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We are focusing our research and development efforts on three main areas:

•Colorectal Cancer Screening. We are working to develop a blood-based screening test for colorectal cancer. In August 2025, we announced initial results for an internal version of our CRC blood test, showing sensitivities of 73% for CRC and 14% for advanced precancerous lesions at 90% specificity. This test included three methylation markers and a protein marker. It did not include the additional marker class presented at the European Society for Medical Oncology 2024 Congress. Internal testing and evaluation are ongoing. In August 2025, we acquired exclusive rights to the current and future versions of Freenome's blood-based colorectal cancer screening tests as well as the underlying technology, subject to regulatory approvals.

•MRD Test Development. In addition to the evidence supporting Oncodetect in colorectal cancer, we plan to validate our Oncodetect test in breast cancer, and subsequently, in multiple other solid tumor types. We also expect to enhance our MRD test by leveraging the Broad Institute’s Minor Allele Enriched Sequencing Through Recognition Oligonucleotides (“MAESTRO”) diagnostic testing technology, which we secured exclusive rights to in June 2023 through a sponsored research and license agreement. In 2026, we expect to introduce a next-generation version of this test leveraging the MAESTRO technology.

•Multi-Cancer Screening (“MCED”) Test Development. In July 2024, our Cancerguard test was approved as an Investigational Device Exemption by the FDA to be used within a real-world evidence study, providing an opportunity to test 25,000 people over the next three years. The first patient was enrolled within this study at Baylor Scott & White, the primary study site, in August 2024. In the future, we plan to begin recruiting patients for the FDA registrational Study of All comeRs (“SOAR”) trial, which we expect to be the largest prospective, interventional multi-cancer screening trial ever conducted in the U.S.

Research and development, which includes our clinical study programs, accounts for a material portion of our operating expenses. As we seek to enhance our product portfolio and advance our pipeline, we expect that our research and development expenditures will continue to be a significant portion of our operating expenditures.

2025 Priorities

Our top priorities for 2025 are to (1) champion our customers and team, (2) elevate our product portfolio, and (3) amplify our impact.

Champion our Customers and Team

We will enhance our world-class customer experience, expand screening access to underserved populations, and ensure Exact Sciences remains a great place to work.

Elevate our Product Portfolio

We will increase adoption of current tests, launch our Cologuard Plus, Oncodetect, and Cancerguard tests, and invest in clinical trials to enhance existing products and bring new diagnostics to patients and providers. We will also focus on improving patient adherence to screen more people.

Amplify our Impact

By reaching more patients through an expanded portfolio and growing customer base, we will increase revenue and profitability. Sustained profits will enable continued investment in life-changing cancer diagnostics to help achieve our mission.

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Key Trends and Uncertainties

Multi-year Productivity Plan

In August 2025, we announced our multi-year productivity plan. The plan is central to achieving our long-term financial goals. These initiatives will drive sustainable growth, improve operating leverage, and amplify our ability to invest in innovation and serve more patients by delivering more than $150 million in expected annual savings by 2026. These savings will primarily come from general and administrative efficiencies through external spend optimization, restructuring support functions, and accelerating the use of artificial intelligence and automation in core operations. We began incurring insignificant costs related to certain of these initiatives in the fourth quarter of 2024. We currently expect to incur restructuring and transformation costs of approximately $105 million to $120 million throughout 2025 and 2026, primarily related to employee termination costs and consulting and implementation fees. Approximately $40 million of those costs related to various initiatives were incurred in the first half of 2025, which were primarily included in general and administrative expenses for the three and six months ended June 30, 2025.

Product Opportunities

We estimate there are up to 55 million Americans that are not up to date with their colon cancer screenings. The capacity for screening colonoscopies in the U.S. is relatively fixed because it is dependent on the number of gastroenterologists available to perform the procedures. Health systems, payers, and health care providers are motivated to increase screening rates because they are measured as part of the Healthcare Effectiveness Data and Information Set (“HEDIS”) and Medicare Stars quality measure systems. More health systems and payers are recognizing the opportunity to partner with Exact Sciences to address their screening rates and related quality measures through large, organized screening programs including our care gap programs. We aim to partner with them to implement our Cologuard test within these programs as a solution for patients who infrequently visit their health care provider. Cologuard test utilization is increasing in this setting, helping us screen more Americans.

In June 2025, the U.S. Supreme Court affirmed Section 2713 of the Patient Protection and Affordable Care Act (“ACA”) mandate that certain health insurers cover, without imposing any patient cost-sharing, evidence-based items or services that have in effect a rating of “A” or “B” in the current recommendations of the USPSTF, which includes our Cologuard and Cologuard Plus tests, in its decision in the Kennedy v. Braidwood Management case. This ruling confirms that there will be no disruption in coverage of our Cologuard and Cologuard Plus tests, reinforces the value of evidence-based preventive care, and solidifies our Cologuard and Cologuard Plus tests as valuable assets for payers in improving health outcomes.

We have an opportunity to impact even more lives by increasing adoption of Oncotype DX tests internationally, primarily through continued adoption in Japan. Breast cancer is the most common cancer among Japanese women, with about 45,000 new diagnoses of early-stage HR+, HER2- breast cancer each year. With reimbursement in place, we estimate our Oncotype DX test could help more than 100 women per day understand if their cancer is likely to recur and whether chemotherapy should be used in their treatment plan.

Macroeconomic Conditions

While factors such as inflation, exchange rate fluctuations, higher interest rates, and recently imposed tariffs have not materially impacted our results of operations as of June 30, 2025, we are uncertain how these factors may impact our future operating results, including through the impact of consumer or medical provider behavior or by adversely impacting the operations of our suppliers.

Results of Operations

We have incurred losses since our inception and, as of June 30, 2025, we had an accumulated deficit of approximately $4.60 billion. While our operating results have continued to improve, it is possible we may never become profitable or sustain profitability.

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Revenue. Our Screening revenue primarily includes laboratory service revenue from our Cologuard and PreventionGenetics, LLC tests while our Precision Oncology revenue primarily includes laboratory service revenue from global Oncotype DX and therapy selection tests.


	Three Months Ended June 30,
Amounts in thousands	2025		2024		Change		% Change
Screening	$	628,481	$	531,606	$	96,875	18.2	%
Precision Oncology	182,604		167,658		14,946		8.9	%
Total	$	811,085	$	699,264	$	111,821	16.0	%


	Six Months Ended June 30,
Amounts in thousands	2025		2024		Change		% Change
Screening	$	1,168,488	$	1,006,404	$	162,084	16.1	%
Precision Oncology	349,382		330,384		18,998		5.8	%
Total	$	1,517,870	$	1,336,788	$	181,082	13.5	%

The increase in Screening revenue for the three and six months ended June 30, 2025 was primarily due to an increase in the number of completed Cologuard tests despite the significant increase in flu cases compared to prior years, which adversely impacts health care providers’ capacity for preventative care with their patients. This was primarily driven by increases in rescreen rates, care gap programs, and growth in new ordering providers.

The increase in Precision Oncology revenue was primarily due to an increase in the number of completed Oncotype DX breast cancer tests, both domestically and internationally. The increase in completed Oncotype DX breast cancer tests was led by an increased number of ordering providers outside the U.S., particularly in Japan. In addition, we recognized sublicense revenue of $7.5 million for the three and six months ended June 30, 2025 under a sublicense agreement executed in the second quarter of 2025 related to technology originally licensed from TwinStrand in the third quarter of 2024.

Adjustments to revenue recognized during the period relating to prior period estimates were less than 1% of revenue recorded in our condensed consolidated statement of operations for the three and six months ended June 30, 2025 and 2024. The impacts to revenue related to change in transaction price are a function of differences in realized collections compared to original estimates, which includes upward adjustments stemming from optimizations in our reimbursement operations and downward adjustments from things such as payer denials.

We expect continuing revenue growth for our Cologuard and Oncotype tests subject to seasonal variability, timing of care gap programs, and additional growth from our recent and upcoming product launches. Our revenues are affected by the test volume of our products, patient adherence rates, payer mix, the levels of reimbursement, our order to cash operations, and payment patterns of payers and patients.

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Costs and expenses

Cost of sales. Cost of sales includes the costs incurred to deliver our products and services including material and service costs, personnel costs including stock-based compensation, infrastructure expenses associated with laboratory testing services, shipping charges, depreciation, amortization of acquired intangible assets or license intangible assets related to products we have commercialized, and allocated facility and overhead costs. Cost of sales and gross margin consisted of the following:


	Three Months Ended June 30,
Amounts in thousands	2025		% of Revenue		2024		% of Revenue		$ Change		% Change
Cost of sales	$	248,632	30.7	%	$	210,948	30.2	%	$	37,684	17.9	%
Gross profit and gross margin	562,453		69.3	%	488,316		69.8	%	74,137		15.2	%


	Six Months Ended June 30,
Amounts in thousands	2025		% of Revenue		2024		% of Revenue		$ Change		% Change
Cost of sales	$	454,870	30.0	%	$	402,149	30.1	%	$	52,721	13.1	%
Gross profit and gross margin	1,063,000		70.0	%	934,639		69.9	%	128,361		13.7	%

The increase in cost of sales for the three and six months ended June 30, 2025 was primarily due to an increase in production costs, which was a result of an increase in completed Cologuard and Oncotype tests. Gross margin was consistent for the three and six months ended June 30, 2025 compared to the same periods in 2024, primarily due to efficiencies gained in our personnel and lab automation from increased Cologuard test volume, which was partially offset by the timing of orders under certain of our care gap programs. We expect that cost of sales will generally continue to increase in future periods as a result of an increase in our existing laboratory testing services and as we launch our pipeline products. We also expect to see a corresponding increase in personnel and support services associated with this growth.

Research and development, sales and marketing, and general and administrative expenses, including each item as a percentage of revenue, consisted of the following:


	Three Months Ended June 30,
Amounts in thousands	2025		% of Revenue		2024		% of Revenue		$ Change		% Change
Research and development	$	108,901	13.4	%	$	121,145	17.3	%	$	(12,244)	(10.1)	%
Sales and marketing	247,118		30.5	%	211,552		30.3	%	35,566		16.8	%
General and administrative	208,582		25.7	%	177,524		25.4	%	31,058		17.5	%


	Six Months Ended June 30,
Amounts in thousands	2025		% of Revenue		2024		% of Revenue		$ Change		% Change
Research and development	$	214,211	14.1	%	$	232,014	17.4	%	$	(17,803)	(7.7)	%
Sales and marketing	511,428		33.7	%	429,332		32.1	%	82,096		19.1	%
General and administrative	429,268		28.3	%	397,176		29.7	%	32,092		8.1	%

Research and development expenses. Research and development expenses consist of costs incurred to develop new or enhance existing products and services, which primarily includes personnel costs including stock-based compensation, clinical study programs, materials and infrastructure costs, depreciation and amortization, and allocated facility and overhead costs. For the three and six months ended June 30, 2025 and 2024, research and development costs incurred primarily related to the development of our colorectal cancer, MRD, and MCED tests. Research and development expenses decreased for the three and six months ended June 30, 2025 primarily due to the termination of a license agreement with The Translational Genomics Research Institute, which resulted in the recognition of an expense of $25.8 million in the second quarter of 2024. This decrease

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in research and development expenses was partially offset by an increase in resources needed to support our ongoing clinical studies as our pipeline tests approach commercialization as discussed in the Recent & Upcoming Test Launches section above. We expect that research and development expenses will generally increase in future periods as we continue to enhance our current products and invest in our pipeline.

Sales and marketing expenses. Sales and marketing expenses primarily include personnel costs including stock-based compensation and commissions for our sales force, marketing costs, customer-oriented support activities, depreciation and amortization expense, and allocated facility and overhead costs. Sales and marketing expenses increased for the three and six months ended June 30, 2025 due to continued investment in high impact sales and marketing opportunities. We anticipate sales and marketing expenses will generally increase in future periods as we reinvest in efforts to increase adoption of current products and support the launches of new products. We expect these expenses will continue to decrease as a percentage of revenue over time, driven by the growth of Cologuard and Oncotype testing services. Refer to Note 1 of our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q (“Notes to Condensed Consolidated Financial Statements”) for discussion of the reclassification of customer care and customer experience related costs from general and administrative expenses to sales and marketing expenses.

General and administrative expenses. General and administrative expenses include costs associated with our corporate support functions, which primarily includes personnel costs including stock-based compensation, legal and professional service fees, depreciation and amortization, and allocated facility and overhead costs. General and administrative expenses increased for the three and six months ended months ended June 30, 2025 in comparison to the three and six months ended June 30, 2024 primarily due to the change in fair value of our outstanding contingent consideration liabilities. Refer to Note 7 of our Notes to Condensed Consolidated Financial Statements for further discussion of our outstanding contingent consideration liabilities. The decrease in general and administrative expenses as a percentage of revenue for the six months ended June 30, 2024 is primarily due to efficiencies gained in our personnel and information technology systems and a reduction in other discretionary spend as we continue to implement cost savings measures. We expect general and administrative expenses will stabilize and decrease over time as we continue to leverage efficiencies in our personnel and information technology systems. Refer to Note 1 of our Notes to Condensed Consolidated Financial Statements for discussion of the reclassification of customer care and customer experience related costs from general and administrative expenses to sales and marketing expenses.

Other operating and non-operating expense (income) items consisted of the following:


	Three Months Ended June 30,
Amounts in thousands	2025		2024		Change
Impairment of long-lived and indefinite-lived assets	$	—	$	8,152	$	(8,152)
Other operating income	—		(3,800)		3,800
Investment income, net	(11,926)		(11,801)		(125)
Interest income (expense), net	9,835		(111)		9,946
Income tax expense	1,128		1,463		(335)


	Six Months Ended June 30,
Amounts in thousands	2025		2024		Change
Impairment of long-lived and indefinite-lived assets	$	6,251	$	12,598	$	(6,347)
Other operating income	—		(3,532)		3,532
Investment income, net	(16,923)		(18,014)		1,091
Interest income (expense), net	19,813		7,832		11,981
Income tax expense	1,352		3,269		(1,917)

Impairment of long-lived and indefinite-lived assets. The impairment charges recorded during the six months ended June 30, 2025 and three and six months ended June 30, 2024 related to certain of our domestic facilities and corresponding leasehold improvements.

Other operating income. The income recorded for the three and six months ended June 30, 2024 represents the remeasurement of the contingent consideration asset from the sale of the Oncotype DX Genomic Prostate Score test (“GPS test”) to MDxHealth SA (“MDxHealth”).

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Investment income, net. The investment income recorded for the three and six months ended June 30, 2025 and 2024 was primarily due to gains recorded on our marketable securities.

Interest income (expense), net. Interest expense recorded from our outstanding convertible notes totaled $8.2 million and $8.4 million for the three months ended June 30, 2025 and 2024, respectively and $16.5 million and $14.7 million for the six months ended June 30, 2025 and 2024, respectively. Interest income (expense), net for the three and six months ended June 30, 2024 included a net gain on settlement of convertible notes of $10.3 million. The convertible notes are further described in Note 9 of our Notes to Condensed Consolidated Financial Statements.

Income tax expense. Income tax expense for the three and six months ended June 30, 2025 and 2024 was primarily related to current foreign and state tax expense.

Liquidity and Capital Resources

Overview

We have incurred losses since our inception, and have historically financed our operations primarily through public and private offerings of our common stock and convertible debt and through revenue generated by the sale of our laboratory testing services. We expect our operating expenditures to continue to increase to support future growth of our laboratory testing services, as well as an increase in research and development and clinical trial costs to support the advancement of our pipeline products and bringing new tests to market. We expect that cash, cash equivalents and marketable securities on hand at June 30, 2025, along with cash flows generated through our operations, will be sufficient to fund our current operations for at least the next twelve months based on current operating plans.

In January 2025, we entered into a senior secured revolving credit agreement (the “Revolving Credit Agreement”), which provides us with access to $500.0 million on a revolving basis, including a letter of credit sublimit. The Revolving Credit Agreement also provides for uncommitted incremental facilities in an amount up to $200.0 million plus an unlimited additional amount so long as we are in pro forma compliance with certain financial covenants. The Revolving Credit Agreement expires in January 2028. As of June 30, 2025, we have not drawn any funds under the Revolving Credit Agreement. The Revolving Credit Agreement is further described in Note 8 of our Notes to Condensed Consolidated Financial Statements.

We may raise additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons. If we are unable to obtain sufficient additional funds to enable us to fund our business plans and strategic investments, our results of operations and financial condition could be materially adversely affected, and we may be required to delay the implementation of our plans or otherwise scale back our operations. There can be no certainty that we will ever be successful in generating sufficient cash flow from operations to achieve and maintain profitability and meet all of our obligations as they come due.

Cash, Cash Equivalents and Marketable Securities

As of June 30, 2025, we had approximately $657.1 million in unrestricted cash and cash equivalents and approximately $201.3 million in marketable securities.

The majority of our investments in marketable securities consist of fixed income investments, and all are deemed available-for-sale. The objectives of this portfolio are to provide liquidity and safety of principal while striving to achieve the highest rate of return. Our investment policy limits investments to certain types of instruments issued by institutions with investment grade credit ratings and places restrictions on maturities and concentration by type and issuer.

Cash Flows


	Six Months Ended June 30,
Amounts In millions	2025		2024
Net cash provided by operating activities	$	119.8	$	24.8
Net cash provided by (used in) investing activities	190.5		(318.6)
Net cash provided by (used in) financing activities	(260.7)		221.6

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Operating activities

The increase in cash provided by operating activities for the six months ended June 30, 2025 was primarily due to an increase in revenue and gross margin, decrease in our operating expenses as a percentage of revenue, and timing and magnitude of our cash outflows on our accounts payable and accrued liabilities including lower disbursements related to incentive-based compensation arrangements that were accrued as of December 31, 2024. This was partially offset by an increase in cost of sales to support the increase in revenue as discussed in the Results of Operations section above and slower than normal collections on our accounts receivable due to the expected billing delays with Centers for Medicare and Medicaid Services (“CMS”) associated with the launch of our Cologuard Plus test, which we expect to bill in the third quarter of 2025.

Investing activities

The increase in cash provided by investing activities was due to allocating more funds to money market accounts and reducing our investments in fixed income securities, allowing us to meet our liquidity needs for financing activities for the six months ended June 30, 2025 as further discussed below. In addition, we received a payment of $28.0 million in the second quarter of 2025 in settlement of a portion of our contingent consideration receivable related to the sale of the intellectual property and know-how related to our GPS test to MDxHealth.

Financing activities

The increase in cash used in financing activities was primarily due to payments of $249.2 million on settlement of our previously outstanding convertible notes due in 2025 (“2025 Notes”) upon maturity in January 2025 and a cash payment of $19.0 million in settlement of the contingent consideration liability related to our acquisition of Ashion Analytics, LLC. In comparison, we received proceeds of $266.8 million from the issuance of convertible notes in the second quarter of 2024. The increase in cash used in financing activities was partially offset by a payment of $50.0 million in settlement of our previously outstanding accounts receivable securitization facility upon maturity in June 2024.

Material Cash Requirements

A discussion of our material cash requirements as of December 31, 2024 was provided in the Management’s Discussion and Analysis of Financial Condition and Results of Operation of our 2024 Form 10-K. Other than the matters described below, there were no material changes outside the ordinary course of our business in our specified material cash requirements during the six months ended June 30, 2025.

Upon maturity of our previously outstanding 2025 Notes, we made a cash payment of $250.4 million in settlement of the total principal of the 2025 Notes and accrued interest that was previously outstanding as of December 31, 2024. Refer to Note 9 of the Notes to Condensed Consolidated Financial Statements for further discussion of the 2025 Notes.

In January 2025, we entered into the Revolving Credit Agreement, which is discussed in further detail above. The Revolving Credit Agreement replaced our previous revolving line-of-credit (the “Revolver”) dated as of November 5, 2021. Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for further discussion of the Revolving Credit Agreement and Revolver.

As of June 30, 2025, we had no off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our financial condition and results of operations is based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. On an ongoing basis, we evaluate our estimates and judgments. We base our estimates on historical experience and on various other factors that are believed to be appropriate under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

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For a discussion of our critical accounting policies and estimates, refer to our Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2024 Form 10-K. There have been no material changes to our critical accounting policies and estimates since our 2024 Form 10-K.

Recent Accounting Pronouncements

See Note 1 of our Notes to Condensed Consolidated Financial Statements for the discussion of Recent Accounting Pronouncements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

Our exposure to market risk is principally confined to our cash, cash equivalents and marketable securities and our outstanding variable-rate debt. We invest our cash, cash equivalents, and marketable securities in securities of the U.S. governments and its agencies and in investment-grade, highly liquid investments consisting of commercial paper, bank certificates of deposit, and corporate bonds, which as of June 30, 2025 and December 31, 2024 were classified as available-for-sale. We place our cash, cash equivalents, restricted cash, and marketable securities with high-quality financial institutions, limit the amount of credit exposure to any one institution, and have established investment guidelines relative to diversification and maturities designed to maintain safety and liquidity.

Based on a hypothetical 100 basis point decrease in market interest rates, the potential losses in future earnings, fair value of risk-sensitive financial instruments, and cash flows are immaterial, although the actual effects may differ materially from the hypothetical analysis. While we believe our cash, cash equivalents, restricted cash, and marketable securities do not contain excessive risk, we cannot provide absolute assurance that, in the future, our investments will not be subject to adverse changes in market value. In addition, we maintain significant amounts of cash, cash equivalents, restricted cash, and marketable securities at one or more financial institutions that are in excess of federally insured limits. Given the potential instability of financial institutions, we cannot provide assurance that we will not experience losses on these deposits. We do not utilize interest rate hedging agreements or other interest rate derivative instruments.

As of June 30, 2025, we had no outstanding variable rate debt. If we were to draw down amounts under our Revolving Credit Agreement, we would be impacted by increases in prevailing market interest rates. All of our other significant interest-bearing liabilities bear interest at fixed rates and therefore are not subject to fluctuations in market interest rates; however, because these interest rates are fixed, we may be paying a higher interest rate, relative to market, in the future if circumstances change.

Foreign Currency Risk

The functional currency for most of our international subsidiaries is the U.S. dollar, and as a result we are not subject to material gains and losses from foreign currency translation of the subsidiary financial statements. Substantially all of our revenues are recognized in U.S. dollars, although a small portion is denominated in foreign currency as we continue to expand into markets outside of the U.S. Certain expenses related to our international activities are payable in foreign currencies. As a result, factors such as changes in foreign currency exchange rates or weak economic conditions in foreign markets will affect our financial results.

We enter into forward contracts to mitigate the impact of adverse movements in foreign exchange rates related to the re-measurement of monetary assets and liabilities and hedge our foreign currency exchange rate exposure. As of June 30, 2025, we had open foreign currency forward contracts with notional amounts of $50.8 million. Although the impact of currency fluctuations on our financial results has been insignificant in the past, there can be no guarantee that the impact of currency fluctuations related to our international activities will not be material in the future.

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Item 4. Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, of the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our principal executive officer and our principal financial officer concluded that, as of June 30, 2025, our disclosure controls and procedures were effective. Disclosure controls and procedures enable us to record, process, summarize and report information required to be included in our Exchange Act filings within the required time period. Our disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by us in the periodic reports filed with the SEC is accumulated and communicated to our management, including our principal executive, financial and accounting officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There have been no significant changes in internal control over financial reporting during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II - Other Information

Item 1. Legal Proceedings

From time to time we are a party to various legal proceedings arising in the ordinary course of our business. Legal proceedings, including litigation, government investigations and enforcement actions could result in material costs, occupy significant management resources and entail civil and criminal penalties. The information called for by this item is incorporated by reference to the information in Note 13 of our Notes to Condensed Consolidated Financial Statements.

Item 1A. Risk Factors

We operate in a rapidly changing environment that involves a number of risks that could materially affect our business, financial condition or future results, some of which are beyond our control. In addition to the other information set forth in this report, the risks and uncertainties that we believe are most important for you to consider are discussed in Part I, “Item 1A. Risk Factors” in the 2024 Form 10-K and in Part II, “Item 1A. Risk Factors” in our subsequently filed Quarterly Reports on Form 10-Q. Other than the factors set forth below, there have been no material changes to the risk factors described in the 2024 Form 10-K and subsequently filed Quarterly Report on Form 10-Q.

We rely on strategic collaborative and licensing arrangements with third parties to develop critical intellectual property. We may not be able to successfully establish and maintain such collaborative and license agreements.

The development and commercialization of our products and services rely, directly or indirectly, upon strategic collaborations and licensing agreements with third parties. We have collaborative and licensing arrangements with Mayo Foundation for Medical Education and Research, under which Mayo provides us with certain exclusive and non-exclusive intellectual property rights and ongoing product development and research and development assistance, and with Freenome Holdings, Inc., under which we acquired exclusive rights in the United States to current and future versions of Freenome’s blood-based, CRC screening tests, subject to regulatory approval (the “Freenome Agreement”). In addition, we have licensing agreements with other partners that provide us with intellectual property and other business rights crucial to our product development and commercialization. We have incorporated licensed technology into our commercialized tests and expect to continue relying on, and incorporating, licensed technology into our pipeline products. Our dependence on licensing, collaboration, and other similar agreements with third parties may subject us to a number of risks. There can be no assurance that any current contractual arrangements between us and third parties or between our strategic partners and other third parties will be continued on materially similar terms and will not be breached or terminated early. Any failure to obtain or retain the rights to necessary technologies on acceptable commercial terms could require us to re-configure our products and services, which could negatively impact their commercial sale or increase the associated costs, either of which could materially harm our business and adversely affect our future revenues and ability to achieve sustained profitability. We may not be able to realize the anticipated benefits from our collaboration agreements, and our investment into the licenses may lose value for any number of reasons.

Under our collaboration and license agreement with Freenome, we will obtain exclusive rights under that agreement only when (1) certain FDA approvals are obtained and (2) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has expired or been terminated; provided that at such time no judicial or administrative proceeding or government investigation opposing consummation of the transaction has been initiated (the “Antitrust Clearance Date”). The Freenome Agreement also contains termination provisions under which either party can terminate the agreement if antitrust regulators seek to enjoin the transaction or if the Antitrust Clearance Date has not occurred within 365 days following submission of required regulatory filings (subject to certain extension rights). There can be no assurance that these provisions will not result in our failure to secure the expected exclusive license under the agreement. The value of our license rights under the Freenome agreement also depends to a significant extent upon Freenome’s ability to meet certain development and regulatory milestones, which may never be met. If these milestones are not met, it is likely that our investment will not yield the anticipated benefits.

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In addition, establishing new strategic collaborations and licensing arrangements is difficult and time-consuming. Discussions with potential collaborators or licensors may not lead to the establishment of collaborations on favorable terms, if at all. To the extent we agree to work exclusively with one collaborator in a given area, our opportunities to collaborate with other entities could be limited. Potential collaborators or licensors may reject collaborations with us based upon their assessment of our financial, regulatory, or intellectual property position or other factors. Even if we successfully establish new collaborations, these relationships may never result in the successful commercialization of any product or service. In addition, the success of the projects that require collaboration with third parties will be dependent on the continued success of such collaborators. There is no guarantee that our collaborators will continue to be successful and, as a result, we may expend considerable time and resources developing products or services that will not ultimately be commercialized.

We heavily rely upon certain suppliers and other vendors, and any disruptions or failures with respect to our relationships with these counterparties could have a disruptive effect on our business.

We purchase certain supplies and products from third-party suppliers. In some cases, due to the unique attributes of certain products that are incorporated into our tests or otherwise used in our operations, we maintain either a single-source supplier relationship or a very limited set of supplier relationships. Certain of our third-party suppliers possess exclusive intellectual property or otherwise may be the only party with the rights or expertise to provide us critical supplies and/or products. These third parties are independent entities subject to their own unique operational, regulatory compliance, and financial risks that are outside our control. These third parties may not be willing to enter or renew long-term supply arrangements with us or continue to supply us at all. Additionally, they may not perform their obligations in a timely and cost-effective manner, and they may be unwilling or unable to increase production capacity commensurate with demand for our tests or future products or services.

We may become dependent on additional single- or limited-source suppliers, or become increasingly dependent on existing suppliers, as we expand and develop our product and service pipeline. For example, Phillips-Medisize, LLC (“Phillips”) is now our sole source provider of Cologuard test kit manufacturing and our OncoExTra test is currently only validated to be performed on Illumina’s sequencing platform, and the MRD and MCED tests we expect to launch in 2025 will similarly utilize this platform. We also rely on Hamilton Company (“Hamilton”) to provide us laboratory equipment and related supplies (such as racking and pipette tips) necessary to perform certain critical steps in our clinical laboratory tests, including our Cologuard and precision oncology tests. Although other companies may offer viable alternative platforms, we have invested significant capital, time and expertise to procure Phillips, Illumina, and Hamilton machines and to optimize their use in our tests.

We rely on third parties, such as contract research organizations, medical institutions and clinical investigators to conduct studies of our technologies that may be required by the FDA or other U.S. or foreign regulatory bodies. Our reliance on these third parties will not relieve us of our requirement to prepare, and ensure our compliance with, various procedures required under good clinical practices, even though third-party contract research organizations may prepare and comply with their own, comparable procedures. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, our studies may be extended, delayed, suspended or terminated, the study data may be invalidated, and we may not be able to obtain a required regulatory approval.

We rely on certain software provided by Epic Systems Corporation (“Epic”), to manage or support a variety of critical business processes and activities (such as receiving and fulfilling orders, billing, collecting and making payments, shipping products, providing services and support to customers and fulfilling contractual obligations). Implementing new software to replace Epic would not only be costly, complex and difficult, but could negatively affect financial accounting and reporting processes, and disrupt external commercial activities such as order receipt and product delivery.

We have engaged third party vendors to provide services with respect to a variety of business processes. Failure by these third parties to meet their contractual, regulatory and other obligations to us, or our failure to adequately monitor their performance, could result in our inability to achieve the expected cost savings or efficiencies and could result in additional costs to correct errors made by such service providers. Moreover, we have diminished control over the quality and timeliness of the outsourced services, including the cybersecurity protections implemented by these third parties.

The loss of a critical supplier or other vendor, the failure to perform by any such party, the deterioration of our relationship with any such party or any unfavorable modification to the contractual terms under which we are supplied certain supplies or services could have a disruptive effect on our business, and could adversely affect our results of operations for an extended period of time, particularly if we are required to validate an alternative vendor.

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We face uncertainty related to healthcare reform, pricing, coverage, and reimbursement.

We must navigate complex and evolving healthcare regulations, which control how we conduct our business and how we are paid. Existing legislation, and possible future legal and regulatory changes, including potential repeal or modification of the Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010, as amended (collectively, the “ACA”), could materially change the structure and finances of the health insurance system and the methodology for reimbursing medical services, drugs, and devices, including our current and future products and services. The ACA has also been the subject of various legal challenges and if the plaintiffs in any case challenging the ACA are ultimately successful insurance coverage for our tests could be materially and adversely affected. For example, in June 2024, the Fifth Circuit Court of Appeals in Braidwood Management v. Becerra affirmed a district court ruling that the ACA’s requirement that insurance cover certain preventive services without cost sharing is unconstitutional. However, in June 2025, the Supreme Court overruled the Fifth Circuit holding in Braidwood v. Becerra and affirmed the ACA’s requirement that insurance cover certain preventive services in its ruling now captioned as Kennedy v. Braidwood Management Inc. Future healthcare reforms, which may intend to reduce healthcare costs, may have the effect of discouraging third-party payers from covering certain kinds of medical products and services, particularly newly developed technologies, like those we have developed in the past or we may develop in the future. We cannot predict whether future healthcare reform initiatives will be implemented at the federal or state level or the effect any such future legislation or regulation will have on us. The taxes imposed by new legislation, cost reduction measures and the expansion or contraction in the government’s role in the U.S. healthcare industry may result in decreased profits to us, which may adversely affect our business, financial condition, and results of operations.

The Protecting Access to Medicare Act of 2014 (“PAMA”) presents significant uncertainty for future CMS reimbursement rates. Because Medicare currently covers a significant number of our patients, any reduction in the CMS reimbursement rate for our tests would negatively affect our revenues and our business prospects. Under PAMA, CMS reimbursement rates for clinical diagnostic laboratory tests are updated every three years or annually for clinical laboratory tests that are considered “advanced diagnostic laboratory tests.” There can be no assurance under PAMA that adequate CMS reimbursement rates will continue to be assigned to our tests.

Coverage of our Cologuard and Cologuard Plus tests and other screening or diagnostic products that we may develop may also depend, in whole or in part, on whether payers determine, or courts and/or legislative or regulatory authorities determine, coverage is required under applicable federal or state laws mandating coverage of certain cancer screening or diagnostic services. For example, while we believe the ACA requires most health insurers to cover our Cologuard and Cologuard Plus tests for most patients between the ages of 45 and 75 without patient cost-sharing, some health insurers have disagreed and determined not to cover our Cologuard and Cologuard Plus tests and others may take that position in the future. Further, states may decide to modify their laws, which may include repeal of those coverage mandates that we believe currently apply to our Cologuard and Cologuard Plus tests.

Healthcare policy changes, including recently enacted legislation reforming the U.S. healthcare system could have an adverse effect on our business, financial condition, results of operations and prospects.

In the United States, there have been and continue to be a number of legislative and regulatory initiatives to contain healthcare costs. Federal and state lawmakers regularly propose and, at times, enact legislation that would result in significant changes to the U.S. healthcare system, some of which are intended to contain or reduce the costs of medical products and services, including our own products. For example, on July 4, 2025, the “One Big Beautiful Bill Act,” (“OBBBA”), was signed into law, and is expected to reduce the number of enrollments in Medicaid and ACA marketplace exchanges. Expiring ACA enhanced advanced premium tax credits may also contribute to a decline in enrollments. Future healthcare reforms and cost controls by payers and providers may affect our product sales revenue.

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We expect additional state and federal healthcare policies and reform measures to be adopted in the future, due to federal legislative and regulatory changes, any of which could result in reduced demand for our products or additional pricing pressure and have a material adverse effect on our industry generally and on our customers. Additionally, reductions or turnover in government staff could delay, or change the outcome of, approvals, decisions, services or other government actions on which our business relies, and the substance of regulatory supervision may be influenced through the appointment of individuals to the regulatory authorities with jurisdiction over our products and operations. We cannot predict what other healthcare programs and regulations will ultimately be implemented at the federal or state level or whether any future legislation or regulation in the United States or staffing changes at government agencies may negatively affect our business, financial condition, results of operations and prospects. The continuing efforts of the government, insurance companies, managed care organizations and other payers of healthcare services to contain or reduce costs of healthcare may adversely affect our ability to set a price that we believe is fair for our products, our ability to generate revenue and achieve or maintain profitability and the availability of capital. Any changes of, or uncertainty with respect to, future coverage or reimbursement rates could affect demand for our products, which may prevent us from being able to generate additional revenue or attain profitability.

We may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions and may experience business disruptions associated with restructuring and transformation activities.

Portions of our business have been, and may in the future be, the subject of restructuring, optimization and cost reduction initiatives. For example, we recently announced our multi-year productivity plan. While we are undertaking these actions, as well as any future initiatives, with the goal of realizing potential efficiencies, we may not be successful in achieving efficiencies and cost reduction benefits we expect in full or at all. Further, such benefits might be realized later than expected, and the ongoing costs of implementing these measures might be greater than anticipated. If these measures are not successful or sustainable, we might undertake additional transformation and cost reduction efforts, which could result in future charges. Moreover, our ability to achieve our other business plans might be adversely affected, and we could experience business disruptions, if our restructuring and transformation efforts and our cost reduction activities prove ineffective.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Freenome Collaboration and License Agreement

On August 4, 2025, we and Freenome Holdings, Inc. entered into a Collaboration and License Agreement (the “Freenome Agreement”), under which we will collaborate with Freenome to develop and commercialize certain blood-based screening and diagnostic products (“Collaboration Products”) for colorectal cancer (“CRC”). Upon the later of (1) the Antitrust Clearance Date (as defined below) and (2) receipt of first-line U.S. Food and Drug Administration (“FDA”) approval for a Collaboration Product, we will obtain exclusive rights to commercialize such Collaboration Product in the United States (the “Field”). The “Antitrust Clearance Date” will occur when the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 has expired or been terminated; provided that at such time no judicial or administrative proceeding or government investigation opposing consummation of the transaction has been initiated. Beginning from the execution of the Freenome Agreement, we have co-exclusive rights to commercialize Freenome’s existing CRC screening test as a laboratory developed test in the Field.

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We are obligated to make an upfront payment to Freenome of $75 million (the “Upfront Payment”) upon the earlier to occur of (1) the Antitrust Clearance Date and (2) November 3, 2025. Additional amounts will be payable by us to Freenome upon the achievement of certain milestones: (1) $100 million will be payable upon first-line FDA approval for the first version test, (2) $100 million will be payable upon first-line FDA approval for a next-generation test to be performed in our lab, contingent on performance benchmarks such as ≥19% APL sensitivity and ≥83% overall CRC sensitivity, provided a reduced payment would be payable for certain performance levels below such benchmarks (“Development Milestone Event #2”), and (3) $500 million will be payable upon a Collaboration Product that has been transferred to our lab either (i) receiving a first-line A or B test rating in the United States Preventive Services Taskforce (“USPSTF”) guidelines or (ii) meeting certain payer contracted coverage requirements, provided a reduced payment would be payable based on receiving a second-line A or B test rating in the USPSTF guidelines. In addition, we will pay Freenome royalty payments on net sales of Collaboration Products ranging from 0% to 10% depending on the test’s profitability to the Company and subject to customary royalty stacking provisions. Pursuant to the Freenome Agreement, we also agreed to a research and development commitment under which, beginning upon the Antitrust Clearance Date, we will contribute $20 million in development costs annually over three years. The Freenome Agreement contains customary termination provisions including a provision (the “Antitrust Termination Provision”) that allows either party to terminate the Agreement if antitrust regulators seek to enjoin the transaction or if the Antitrust Clearance Date has not occurred within 365 days following submission of required regulatory filings (subject to certain extension rights). If the Freenome Agreement is terminated pursuant to the Antitrust Termination Provision, we may be entitled to a refund of the Upfront Payment or Freenome securities with a value of $75 million. In addition, (1) we have the right to terminate the Freenome Agreement (A) if certain development or commercial milestones are not satisfied and (B) for convenience following the earlier of completion of Development Milestone Event #2 and January 1, 2028, and (2) Freenome has the right to terminate the Agreement if we commercially launch a blood-based CRC screening test other than a Collaboration Product.

Additionally, we agreed to purchase a $50 million convertible promissory note from Freenome.

Rule 10b5-1 Trading Plans

During the three months ended June 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" (as those terms are defined in Item 408 of Regulation S-K), except as follows:

On May 27, 2025, Jacob Orville, our Executive Vice President, General Manager, Screening, adopted a trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the sale of up to 5,000 shares of our common stock. The arrangement’s expiration date is November 28, 2025, subject to early termination for certain specified events set forth in the arrangement.

Employment Agreement Amendments

On August 5, 2025, following a review by the Company’s Human Capital Committee of severance benefits contained in the employment agreements of the Company’s executive officers compared to the Company’s compensation peer group, the Company entered into amendments to the employment agreements of each of Brian Baranick, Aaron Bloomer, Sarah Condella and Jake Orville. The amendments modified the employment agreements to provide that, if the Company initiates the individual’s “separation from service” without “cause” or if the individual initiates “separation from service” for “good reason,” then (each such quoted term as defined in the applicable employment agreement), the time vesting and exercisability of the portion of the Employee’s Equity Awards (other than Performance Awards) that would have vested within twenty-four months following termination of employment shall accelerate based on the individual’s years of service to the Company. Based on years of service, acceleration amounts may range from zero to 100%.

The foregoing severance benefits are subject to the individual executing and not revoking a waiver and release of claims in favor of the Company and its affiliates.

Departure of Director

On August 5, 2025, Daniel Levangie resigned from the Company’s Board of Directors for his retirement. Mr. Levangie’s decision to resign was not the result of any disagreement with the Company on matters relating to the Company’s operations, policies or practices. The Company extends its deepest gratitude to Mr. Levangie for his distinguished service to the Board and lasting contributions to the Company.

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Item 6. Exhibits

The following documents are filed as part of this Form 10-Q.

Exhibit Number

Exhibit Description

Filed with This Report

Incorporated by Reference herein from Form or Schedule

Filing Date

SEC File / Registration Number

3.1

Sixth Amended and Restated Certificate of Incorporation of the Registrant

S-1 (Exhibit 3.3)

12/4/2000

333-48812

3.2

Certificate of Amendment, dated July 23, 2020, to the Sixth Amended and Restated Certificate of Incorporation of the Registrant

8-K (Exhibit 3.1)

7/24/2020

001-35092

3.3

Certificate of Amendment, dated June 9, 2023, to the Sixth Amended and Restated Certificate of Incorporation of the Registrant

8-K (Exhibit 3.1)

6/12/2023

001-35092

3.4

Seventh Amended and Restated By-Laws of the Registrant

8-K (Exhibit 3.2)

6/12/2023

001-35092

10.1*

Exact Sciences Corporation 2025 Omnibus Long-Term Incentive Plan

8-K (Exhibit 10.1)

6/16/2025

001-35092

10.2*

Amendment to the Amended and Restated Exact Sciences Corporation Employee Stock Purchase Plan (as amended and restated on July 31, 2024)

8-K (Exhibit 10.1)

6/16/2025

001-35092

10.3*

The Registrant's 2025 Omnibus Long-Term Incentive Plan Form Deferred Stock Unit Award Agreement

10.4*

Second Amendment to Employment Agreement, dated August 5, 2025, by and between Brian Baranick and the Registrant

10.5*

Second Amendment to Employment Agreement, dated August 5, 2025, by and between Aaron Bloomer and the Registrant

10.6*

Third Amendment to Employment Agreement, dated August 5, 2025, by and between Sarah Condella and the Registrant

10.7*

Second Amendment to Employment Agreement, dated August 5, 2025, by and between Jake Orville and the Registrant

31.1

Certification Pursuant to Rule 13(a)-14(a) or Rule 15d-14(a) of Securities Exchange Act of 1934

31.2

Certification Pursuant to Rule 13(a)-14(a) or Rule 15d-14(a) of Securities Exchange Act of 1934

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101

The following materials from the Quarterly Report on Form 10-Q of Exact Sciences Corporation for the quarter ended June 30, 2025 filed on August 6, 2025, formatted in Inline eXtensible Business Reporting Language (“iXBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity, (iv) Condensed Consolidated Statements of Cash Flows and (v) related notes to these financial statements

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104

The cover page from our Quarterly Report for the period ended June 30, 2025, filed with the Securities and Exchange Commission on August 6, 2025, is formatted in Inline Extensible Business Reporting Language (“iXBRL”)

(*) Indicates a management contract or any compensatory plan, contract or arrangement.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		EXACT SCIENCES CORPORATION

Date: August 6, 2025	By:	/s/ Kevin T. Conroy
		Kevin T. Conroy
		President and Chief Executive Officer (Principal Executive Officer)

Date: August 6, 2025	By:	/s/ Aaron Bloomer
		Aaron Bloomer
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

Source:

FAQ

How did GNK's Q2 2025 revenue compare to Q2 2024?

Voyage revenue fell to $80.9 M, a 24% decline from $107.0 M.

What was Genco Shipping's net income or loss for Q2 2025?

The company posted a net loss of $6.8 M (-$0.16 per diluted share).

Did Genco reduce its dividend in 2025?

Yes, the Q2 2025 dividend was $0.15/sh, down from $0.30 in Q1 2025 and $0.42 a year earlier.

What is GNK's debt position as of June 30 2025?

Gross debt is $100 M; net debt after cash is about $57 M, with $299.8 M revolver capacity unused.

How much cash flow did GNK generate from operations in H1 2025?

Operating cash inflow was $8.3 M, sharply lower than $61.3 M in H1 2024.

Is Genco compliant with its credit facility covenants?

Yes, management states the company was in full compliance with all covenants at quarter-end.

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How did GNK's Q2 2025 revenue compare to Q2 2024?

What was Genco Shipping's net income or loss for Q2 2025?

Did Genco reduce its dividend in 2025?

What is GNK's debt position as of June 30 2025?

How much cash flow did GNK generate from operations in H1 2025?

Is Genco compliant with its credit facility covenants?

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[10-Q] Exact Sciences Corp Quarterly Earnings Report

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Maritime Equity Analyst negative

Credit Risk Analyst neutral

FAQ

How did GNK's Q2 2025 revenue compare to Q2 2024?

What was Genco Shipping's net income or loss for Q2 2025?

Did Genco reduce its dividend in 2025?

What is GNK's debt position as of June 30 2025?

How much cash flow did GNK generate from operations in H1 2025?

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