[8-K] Guardant Health, Inc. Reports Material Event

Rhea-AI Filing Summary

Orrstown Financial Services (ORRF) – Form 4 filing: Chief Human Resources Officer Heather K. Knisely reported one transaction dated 07/28/2025. Using transaction code F (share withholding to satisfy tax obligations), Knisely disposed of 4,219 restricted shares at an implied price of $34.55 per share. No shares were sold into the open market.

Post-transaction holdings:

• Common stock: 9,795 shares
• Restricted stock: 1,756 shares (various vesting schedules)
• Restricted stock units: 1,755 units, cliff-vesting after three years based on performance targets

The filing reflects routine tax-related withholding; there is no indication of discretionary buying or selling. Overall impact on insider ownership and investor sentiment appears immaterial.

Positive

• None.

Negative

• Insider share count decreased by 4,219 shares, albeit for tax withholding rather than discretionary selling, which may still be viewed marginally negatively by some investors.

Insights

Financial Analyst

TL;DR: Routine tax-withholding; neutral signal.

The F-code transaction shows Knisely surrendered 4,219 restricted shares to cover taxes triggered by vesting. Because the shares never reached the open market, there is no incremental supply pressure and her net ownership (≈13,300 shares including RSUs) remains substantial. Such administrative disposals are common and typically carry little informational value for investors. I view the filing as not impactful to ORRF’s investment thesis.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 30, 2025

GUARDANT HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38683

45-4139254

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

3100 Hanover Street

Palo Alto, California 94304

(Address of principal executive offices) (Zip Code)

855-698-8887

(Registrant’s telephone number, include area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, $0.00001 par value per share			GH			The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.  ☐

Item 2.02 Results of Operations and Financial Condition.

On July 30, 2025, Guardant Health, Inc. (the “Company”) issued a press release announcing financial results for the fiscal quarter ended June 30, 2025. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press release of Guardant Health, Inc., dated July 30, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

						GUARDANT HEALTH, INC.
Date:			July 30, 2025			By:			/s/ Michael Bell
									Michael Bell
									Chief Financial Officer
									(Principal Accounting Officer and Principal Financial Officer)

FAQ

Who executed the insider transaction reported by ORRF?

Chief Human Resources Officer Heather K. Knisely was the reporting person.

How many ORRF shares were involved in the transaction?

Knisely disposed of 4,219 restricted shares to satisfy tax obligations.

What was the transaction code in the ORRF Form 4?

The filing used code F, indicating share withholding for taxes upon vesting.

At what price were the shares valued for tax withholding?

The shares were valued at approximately $34.55 each.

How many ORRF shares does the insider now own?

After the transaction, Knisely beneficially owns 9,795 common shares, 1,756 restricted shares, and 1,755 RSUs.