Guardant Health (GH) Co-CEO receives RSUs and shifts shares to trust

Rhea-AI Filing Summary

Guardant Health Co-CEO Helmy Eltoukhy reported compensation-related equity activity and trust transfers, not open‑market trading. On March 17, 2026, he received two new restricted stock unit awards covering 11,268 and 101,409 shares of common stock, with multi-year vesting schedules.

On January 1, 2026 and March 13, 2026, performance-based and time-based RSUs were exercised into a total of 65,244 shares of common stock. In connection with these vestings, the company withheld 19,402 and 13,664 shares to cover tax obligations, which were not market sales.

The filing also records a transfer of 13,209 shares from direct ownership to the Helmy A. Eltoukhy Revocable Trust, after which the trust held 2,094,904 shares. Overall, the transactions increase his equity-based compensation and shift holdings into a revocable trust while maintaining a substantial indirect position.

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^*

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)
01/01/2026

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	01/01/2026		J		13,209(1)	D	$0	0	D
Common Stock	01/01/2026		J		13,209(1)	A	$0	2,062,726	I	Shares held by Helmy A. Eltoukhy Revocable Trust
Common Stock	01/01/2026		M		38,283	A	$0	2,101,009	I	Shares held by Helmy A. Eltoukhy Revocable Trust
Common Stock	01/01/2026		F		19,402(2)	D	$102.14	2,081,607	I	Shares held by Helmy A. Eltoukhy Revocable Trust
Common Stock	03/13/2026		M		26,961	A	$0	2,108,568	I	Shares held by Helmy A. Eltoukhy Revocable Trust
Common Stock	03/13/2026		F		13,664(2)	D	$85.49	2,094,904	I	Shares held by Helmy A. Eltoukhy Revocable Trust

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	01/01/2026		M			38,283	(3)	(4)	Common Stock	38,283	$0	77,727	D
Performance-Based Restricted Stock Units	$0	03/13/2026		M			26,961	03/13/2026	(4)	Common Stock	26,961	$0	0	D
Restricted Stock Units	$0	03/17/2026		A		11,268		(5)	(4)	Common Stock	11,268	$0	11,268	D
Restricted Stock Units	$0	03/17/2026		A		101,409		(6)	(4)	Common Stock	101,409	$0	101,409	D

Explanation of Responses:

1. Reflects changes in form of ownership from direct to indirect due to transfer of shares to Helmy A. Eltoukhy Revocable Trust.

2. 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.

3. This represents a restricted stock unit award granted on March 12, 2025 that vested with respect to 33% of the shares on January 1, 2026 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period thereafter.

4. Not applicable for Restricted Stock Units.

5. This represents a restricted stock unit award granted on March 17, 2026 that vests in four equal installments on the last day of each calendar quarter, March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026.

6. This represents a restricted stock unit award granted on March 17, 2026 that vests over a three-year period. 33% of the shares subject to such award vests on January 1, 2027 and the remaining 67% of the shares vest in equal quarterly installments over the remaining two-year period thereafter.

Remarks:

	/s/ John G. Saia, as attorney-in-fact for Helmy Eltoukhy	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What equity awards did Guardant Health (GH) Co-CEO Helmy Eltoukhy receive?

Helmy Eltoukhy received two new restricted stock unit awards on March 17, 2026, covering 11,268 and 101,409 shares. These RSUs vest over one and three years, tying a significant portion of his compensation to Guardant Health’s future performance.

Were there any open-market stock sales by Guardant Health (GH) Co-CEO in this Form 4?

The Form 4 shows no open-market purchases or sales by Helmy Eltoukhy. Reported dispositions labeled with code F reflect 19,402 and 13,664 shares withheld by the company solely to satisfy tax liabilities on vesting RSUs, not discretionary market sales.

How many Guardant Health (GH) shares does Helmy Eltoukhy’s trust hold after these transactions?

After the reported transactions, the Helmy A. Eltoukhy Revocable Trust holds 2,094,904 shares of Guardant Health common stock. This reflects RSU conversions, tax-withholding share reductions, and a transfer of 13,209 shares from direct ownership into the trust structure.

What is the vesting schedule for the new March 17, 2026 RSU awards at Guardant Health (GH)?

One RSU grant vests in four equal installments on March 31, June 30, September 30, and December 31, 2026. The other vests over three years, with 33% on January 1, 2027 and the remaining 67% in equal quarterly installments over the following two years.

What does the January 1, 2026 restructuring in Guardant Health (GH) Co-CEO holdings represent?

On January 1, 2026, 13,209 shares moved from direct ownership to the Helmy A. Eltoukhy Revocable Trust. This J-code transaction reflects a change in form of ownership, not a market trade, and consolidates more of his Guardant Health stake within the trust.

How many RSUs vested for Guardant Health (GH) Co-CEO around January 1, 2026?

A restricted stock unit award granted March 12, 2025 vested 33% on January 1, 2026, corresponding to 38,283 shares. The remaining 67% is scheduled to vest in equal quarterly installments over the subsequent two-year period, aligning compensation with ongoing company performance.