Guardant Health (GH) CFO details RSU vesting and 1,659-share tax sale

Rhea-AI Filing Summary

Guardant Health, Inc.'s Chief Financial Officer, Michael Brian Bell, reported equity transactions involving restricted stock units and common stock. On 12/15/2025, 1,233 and 2,039 restricted stock units were converted into the same number of shares of common stock at an exercise price of $0, increasing his directly held common shares. On the same date, 1,659 shares of common stock were withheld and disposed of at $102.67 per share to satisfy tax withholding obligations related to the vesting, with the filing stating that the amount retained was not in excess of the tax liability. After these transactions, he directly beneficially owned 29,665 shares of common stock and held 4,078 restricted stock units that continue to vest over multi‑year schedules.

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).

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)
12/15/2025

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	12/15/2025		M		1,233	A	$0	29,285	D
Common Stock	12/15/2025		M		2,039	A	$0	31,324	D
Common Stock	12/15/2025		F		1,659(1)	D	$102.67	29,665	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	12/15/2025		M			1,233	(2)	(3)	Common Stock	1,233	$0	1,233	D
Restricted Stock Units	$0	12/15/2025		M			2,039	(4)	(3)	Common Stock	2,039	$0	4,078	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 May 9, 2022 that vests over a four-year period. 25% of the shares subject to such award vested on March 15, 2023 and the remaining 75% of the shares vests in equal quarterly installments over the remaining three-year period thereafter.

3. Not applicable for Restricted Stock Units.

4. This represents a restricted stock unit award granted on June 9, 2023 that vests over a three-year period. 33% of the shares subject to such award vested on June 15, 2024 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period thereafter.

Remarks:

	/s/ John G. Saia, as attorney-in-fact for Michael Brian Bell	12/17/2025
	** Signature of Reporting Person	Date
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