Guardant Health Form 4: Routine RSU Vesting by CFO Michael Bell

Rhea-AI Filing Summary

Guardant Health (GH) – Form 4 filing dated 07/02/2025 discloses routine equity activity by Chief Financial Officer Michael Brian Bell linked to previously granted restricted stock units (RSUs).

• On 07/01/2025, 2,084 RSUs vested (code M). These were converted into common shares at no cash cost.
• To satisfy tax-withholding, 1,057 shares were automatically withheld and disposed of at $50.71 per share (code F).
• Net result: the CFO’s direct common-stock holdings increased by 1,027 shares to 43,028 shares; he retains 10,421 unvested RSUs.

No open-market purchases or discretionary sales occurred; the transactions appear strictly administrative and are consistent with the original three-year vesting schedule of the December 13, 2023 RSU grant.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; minimal market impact.

The filing documents standard vesting of CFO Bell’s December 2023 RSU grant. Half the shares were forfeited to cover withholding taxes, a common practice that does not signal a change in sentiment. The net share accretion (≈1 k shares) is immaterial relative to Guardant Health’s ~103 m basic shares outstanding. No cash was raised or paid by the insider, so liquidity and capital-structure metrics remain unchanged. Overall, the event is neutral for valuation and governance.

Corporate Governance Expert

TL;DR: Administrative insider transaction, governance-neutral.

This Form 4 reflects automatic tax withholding under Rule 16b-3 rather than an elective sale, maintaining alignment between management and shareholders. The continued ownership of 10,421 unvested RSUs preserves long-term incentives. No red flags emerge regarding trading plans or potential misuse of material non-public information. The filing therefore has no meaningful governance implications.

Insider Trade Summary

Net Buyer: 1,027 shares

Net Buy 3 txns

Insider Bell Michael Brian

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,084	$0.00	$0.00
Exercise	Common Stock	2,084	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,057	$50.71	$54K

Holdings After Transaction: Restricted Stock Units — 10,421 shares (Direct); Common Stock — 43,028 shares (Direct)

Footnotes (3)

1. F1. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock units. The amount retained by the Company was not in excess of the amount of the tax liability.
2. F2. This represents a restricted stock unit award granted on December 13, 2023 that vests over a three-year period. 33% of the shares subject to such award vested on October 1, 2024 and the remaining 67% of the shares vest in equal quarterly installments over the remaining two-year period thereafter.
3. F3. Not applicable for Restricted Stock Units.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 07/02/2025 - 09:20 PM Learn about SEC filing dates

FAQ

How many Guardant Health shares does CFO Michael Brian Bell now own?

After the reported transactions, he directly owns 43,028 common shares.

What triggered the Form 4 filing for GH on 07/02/2025?

The filing records the vesting of 2,084 RSUs and related tax-withholding disposition on 07/01/2025.

Did the CFO sell Guardant Health shares for personal gain?

No. The only disposition was 1,057 shares withheld at $50.71 solely to cover taxes; no open-market sale occurred.

How many restricted stock units remain unvested for the CFO?

He continues to hold 10,421 RSUs, which will vest quarterly through December 2026.

Is the transaction likely to affect GH’s share price?

Given its small size and administrative nature, the impact on Guardant Health’s market price is expected to be negligible.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bell Michael Brian

(Last) (First) (Middle)

3100 HANOVER STREET

(Street)

PALO ALTO CA 94304

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/01/2025		M		2,084	A	$0	44,085	D
Common Stock	07/01/2025		F		1,057(1)	D	$50.71	43,028	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	$0	07/01/2025		M			2,084	(2)	(3)	Common Stock	2,084	$0	10,421	D

Explanation of Responses:

1. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock units. The amount retained by the Company was not in excess of the amount of the tax liability.

2. This represents a restricted stock unit award granted on December 13, 2023 that vests over a three-year period. 33% of the shares subject to such award vested on October 1, 2024 and the remaining 67% of the shares vest in equal quarterly installments over the remaining two-year period thereafter.

3. Not applicable for Restricted Stock Units.

Remarks:

	/s/ John G. Saia, as attorney-in-fact for Michael Brian Bell	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.