精密科学 2024年度报告

Commissionfilenumber001-35092 EXACT SCIENCES CORPORATION(Exact name of registrant as specified in its charter) 02-0478229(IRS EmployerIdentification No.)53719(Zip Code) Delaware(State or other jurisdiction ofincorporation or organization)5505 Endeavor Lane,Madison,Wisconsin(Address of principal executive offices) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.YesxNo¨ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12months (or for such shorter period that the registrant was required to file such report(s), and (2)has been subject to such filing requirements for the past90days.YesxNo¨e Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule405 of RegulationS-T during the preceding 12months (or for such shorter period that the registrant was required to submit andpost such files).YesxNo¨ 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 emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule12b‑2 of theExchange Act. (Check one): Large accelerated filerxAcceleratedfiler¨Non‑acceleratedfiler¨Smallerreportingcompany☐Emerging growth company☐(Do not check if a smallerreporting 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 orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.¨ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control overfinancial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ Indicate by check mark whether the Registrant is a shell company (as defined in Rule12b‑2 of the Act).Yes☐Nox The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, as of the last business day of the Registrant’smost recently completed second fiscal quarter was approximately $7,726,320,579(based on the closing price of the Registrant’s Common Stock on June28, 2024 of$42.25 per share). The number of shares outstanding of the Registrant’s $0.01 par value Common Stock as of February18, 2025 was185,755,406. DOCUMENTINCORPORATEDBYREFERENCE The registrant intends to filea definitive proxy statement pursuant to Regulation14A within 120days after the end of the fiscal year ended December31, 2024.Portions of such proxy statement are incorporated by reference into PartIII of this Form10‑K. TABLE OF CONTENTS PartIItem1.Business4Item1A.Risk Factors19Item1B.Unresolved Staff Comments49Item 1C.Cybersecurity49Item2.Properties50Item3.Legal Proceedings50Item4.Mine Safety Disclosures50PartIIItem5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities51Item6.Reserved51Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations52Item7A.Quantitative and Qualitative Disclosures about Market Risk62Item8.Financial Statements and Supplementary Data64Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure122Item9A.Controls and Procedures122Item9B.Other Information123Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections123PartIIIItem10.Directors, Executive Officers and Corporate Governance124Item11.Executive Compensation124Item12.Security and Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters124Item13.Certain Relationships and Related Transactions, and Director Independence124Item14.Principal Accountant Fees and Services124PartIVItem15.Exhibits and Financial Statement Schedules125Item 16.Form 10-K Summary130Signatures131 PART I This Annual Report on Form10‑K contains forward-looking statements within the meaning of Section27A of theSecurities Act of 1933, as amended, and Section21E of the Securiti