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

Rhea-AI Filing Summary

Barclays Bank PLC is offering $849,000 aggregate principal amount of Barrier Digital Notes due July 23, 2026 linked to the common stock of Advanced Micro Devices, Inc. (AMD). The Notes are unsecured, unsubordinated obligations issued under the bank’s Global Medium-Term Notes, Series A programme. They pay no periodic interest and expose investors to both market risk on AMD shares and Barclays credit risk, including the potential exercise of U.K. Bail-in Power.

Key economic terms:

• Issue Price: $1,000 per Note (minimum denomination)
• Initial Valuation Date: 18 Jun 2025; Final Valuation Date: 20 Jul 2026; Maturity: 23 Jul 2026
• Initial Underlier Value: $126.79; Barrier Value: $77.79 (61.35% of initial value)
• Digital Payout: If AMD’s closing price on the Final Valuation Date is ≥ Barrier, investors receive principal plus a 15% fixed return ($1,150 per Note).
• If AMD closes < Barrier, investors receive physical delivery of 7.88706 AMD shares (or cash equivalent), worth less than $1,000 if AMD has declined, potentially to zero.
• Estimated value on the pricing date: $976.60 (2.34% below the issue price); agent commission 1.10%, net proceeds 98.90%.
• The Notes will not be listed on any exchange, limiting liquidity.

Risk highlights: Investors forgo AMD dividends, face full downside below the 38.65% buffer, and could lose all principal. Any payment is subject to Barclays’ creditworthiness and possible regulatory bail-in. The small issue size suggests limited balance-sheet impact for Barclays but niche exposure for structured-product investors.

Positive

• 15% fixed payout if AMD stock stays at or above the $77.79 barrier, providing clear upside in flat or modestly rising markets.

Negative

• No principal protection; investors lose proportionally if AMD closes below the barrier, potentially their entire investment.
• Issuer credit and U.K. bail-in risk could impair payments regardless of AMD performance.
• Estimated fair value is 2.34% below issue price, meaning investors pay an initial premium.
• Notes are illiquid and unlisted, limiting exit options before maturity.

Insights

Financial Analyst

TL;DR: Small structured note offers 15% digital upside, high downside and issuer risk; balance-sheet impact minimal.

The transaction is a vanilla equity-linked digital note with a barrier at 61.35% of AMD’s initial price. Investors obtain a 15% return if AMD is flat or up at expiry, effectively exchanging equity upside above zero for a fixed coupon.
The embedded option cost forces an issue price 2.34% above model value, while Barclays earns roughly 1.10% in fees. Given the tiny notional ($0.85 m), the deal is immaterial to Barclays’ funding mix, but it showcases continued demand for retail yield solutions amid low-rate environments. From an investor standpoint, the risk-reward skews negative because: (1) AMD is historically volatile (beta >2), raising breach probability; (2) non-payment risk stems from Barclays’ senior unsecured debt and bail-in provisions; (3) illiquidity and lack of secondary market price transparency could trap investors. Overall, neutral for Barclays, speculative for buyers.

Risk Analyst

TL;DR: Principal at risk, no interest, bail-in clause—product carries elevated credit & market risk versus conventional bonds.

The instrument layers several risk vectors: equity market risk (AMD drop >38.65%), issuer credit risk, and regulatory bail-in that can unilaterally haircut or convert debt. The lack of FDIC or FSCS protection magnifies loss severity. The 15% digital return is effectively compensation for selling a down-and-in put combined with a bond, but with limited credit spread pickup. For sophisticated investors the risk may be acceptable; for traditional fixed-income buyers, the structure is unfavourable. Given the small size, systemic impact is negligible; idiosyncratic investor risk is high, warranting a cautious stance.

false 0001576280 0001576280 2025-06-18 2025-06-18

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): June 18, 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)		(IRS 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 5.07. Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders (the “Annual Meeting”) of Guardant Health, Inc. (the “Company”) was held on June 18, 2025.

All of the nominees for director listed in Proposal 1 in the Company’s Definitive Proxy Statement on Schedule 14A, as filed with the Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”), were elected to serve on the Company’s board of directors by the following vote:

Name of Nominee		Votes For				Votes Withheld				Broker Non-Votes
Vijaya Gadde			95,987,234				2,587,247				7,173,583
Roberto Mignone			97,399,756				1,174,725				7,173,583
Myrtle Potter			96,724,614				1,849,867				7,173,583
Musa Tariq			70,290,715				28,283,766				7,173,583

Proposal 2 in the Proxy Statement, a proposal to ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025, was approved by the following vote:

Votes For		Votes Against		Abstentions
105,585,947		24,506		137,611

Proposal 3 in the Proxy Statement, a proposal to approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, was approved by the following vote:

Votes For		Votes Against		Abstentions		Broker Non-Votes
91,189,702		7,020,245		364,534		7,173,583

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: June 20, 2025				By:		/s/ John G. Saia
						John G. Saia
						Chief Legal Officer and Corporate Secretary

FAQ

What return can investors earn on Barclays' Barrier Digital Notes linked to AMD?

If AMD’s final price is ≥ $77.79, holders receive $1,150 per $1,000 Note (15% fixed gain).

How much downside protection do the Barclays AMD Barrier Digital Notes offer?

The structure provides a 38.65% buffer; below $77.79, investors receive 7.88706 AMD shares and can lose full principal.

Are the Barclays Barrier Digital Notes protected by deposit insurance?

No. They are unsecured obligations of Barclays and are not insured by the FDIC, FSCS, or any agency.

What is the estimated fair value versus the issue price of the Notes?

Barclays’ internal model values the Notes at $976.60 per $1,000, 2.34% below the public offering price.

When will the Barclays AMD Barrier Digital Notes mature?

The Notes mature on July 23, 2026, approximately 25 months after issuance.