GH Form 4: Co-CEO RSU vesting and tax-withholding sales reported

Rhea-AI Filing Summary

Helmy Eltoukhy, Co-Chief Executive Officer and director of Guardant Health (GH), reported multiple transactions on 09/30/2025 and 10/01/2025. He had restricted stock units vest that resulted in acquisitions of 4,814 and 23,997 shares (reported as acquisitions at $0), with the company retaining 2,440 and 12,162 shares respectively to satisfy tax-withholding obligations related to the vesting (sales at $62.48 and $62.65). After the reported activity, his beneficial ownership of common stock is shown as 2,149,870 shares following the 10/01/2025 transactions and 119,986 RSU-equivalent shares remaining reported as derivative holdings. The Form 4 is signed by an attorney-in-fact on behalf of Mr. Eltoukhy.

Positive

• RSU vesting increased direct holdings by 28,811 shares (4,814 + 23,997).
• Beneficial ownership after transactions remains substantial at 2,149,870 common shares.

Negative

• Company withheld a total of 14,602 shares to satisfy tax liabilities (reported as dispositions).
• Dispositions recorded at market prices of $62.48 and $62.65, reducing transferable shares.

Insights

Insider Transactions Specialist

Director/Co-CEO reported routine RSU vesting and tax-withholding sales totaling 14,602 shares.

The filing shows vested restricted stock units converted into 4,814 and 23,997 shares on 09/30/2025 and 10/01/2025. The company retained 2,440 and 12,162 shares to cover tax obligations, recorded as dispositions at $62.48 and $62.65.

This is a common mechanism where employers withhold shares to satisfy taxes on vesting; the transactions do not indicate open-market discretionary sales beyond withholding.

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

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

1. Name and Address of Reporting Person^*

Eltoukhy Helmy

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Co-Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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	09/30/2025		M		4,814	A	$0	2,128,313	D
Common Stock	09/30/2025		F		2,440(1)	D	$62.48	2,125,873	D
Common Stock	10/01/2025		M		23,997	A	$0	2,149,870	D
Common Stock	10/01/2025		F		12,162(1)	D	$62.65	2,137,708	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	09/30/2025		M			4,814	(2)	(3)	Common Stock	4,814	$0	4,815	D
Restricted Stock Units	$0	10/01/2025		M			23,997	(4)	(3)	Common Stock	23,997	$0	119,986	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 March 12, 2025 that vests in four equal installments on the last day of each calendar quarter, March 31, 2025, June 30, 2025, September 30, 2025, and December 31, 2025.

3. Not applicable for Restricted Stock Units.

4. This represents a restricted stock unit award granted on March 18, 2024 that vests over a three year period. 33% of the shares subject to such award vested on January 1, 2025 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period.

Remarks:

	/s/ John G. Saia, as attorney-in-fact for Helmy Eltoukhy	10/02/2025
	** 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.
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FAQ

What transactions did Helmy Eltoukhy report on the Form 4 for GH?

Mr. Eltoukhy reported RSU vesting that resulted in acquisitions of 4,814 and 23,997 shares and company withholding of 2,440 and 12,162 shares to cover taxes.

How many shares were sold or withheld and at what prices?

The Form 4 shows 2,440 shares withheld at $62.48 and 12,162 shares withheld at $62.65.

What is Mr. Eltoukhy's beneficial ownership after these transactions?

Following the reported transactions, beneficial ownership of common stock is reported as 2,149,870 shares.

Were these open-market sales or tax-withholding actions?

The filings identify the dispositions as amounts retained by the company to meet tax-withholding obligations related to RSU vesting.

When did the reported transactions occur?

The transactions were reported with transaction dates of 09/30/2025 and 10/01/2025.