Guardant Health (GH) CTO reports RSU vesting as company withholds shares for taxes

Rhea-AI Filing Summary

Guardant Health Chief Technology Officer Darya Chudova reported routine equity compensation activity involving restricted stock units. On May 15, 2026, 8,705 restricted stock units converted into the same number of common shares. To cover tax withholding obligations on this vesting, the company retained 4,679 of those shares, as stated in the footnotes, and this retention was not in excess of the tax liability. Following these transactions, Chudova directly held 79,081 shares of common stock and 8,706 restricted stock units, reflecting a net increase in her equity stake.

Insights

Insider transactions analyst

Routine RSU vesting with tax withholding; no open-market trading.

Darya Chudova, Chief Technology Officer of Guardant Health, reported the vesting of 8,705 restricted stock units, which converted into common shares. This is compensation-related and coded as a derivative exercise rather than an open-market purchase.

The filing also shows 4,679 shares were retained by the company to meet tax withholding obligations tied to this vesting. The footnote clarifies the retained amount did not exceed the tax liability, indicating a standard tax-settlement mechanism rather than a discretionary sale.

After these transactions, Chudova directly held 79,081 common shares and 8,706 restricted stock units. In scale and nature, these actions appear routine and compensation-driven, so they do not materially change the investment thesis for Guardant Health based solely on this filing.

Insider Trade Summary

8,705 shares exercised/converted

Mixed 3 txns

Insider Chudova Darya

Role Chief Technology Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,705	$0.00	--
Exercise	Common Stock	8,705	$0.00	--
Tax Withholding	Common Stock	4,679	$94.92	$444K

Holdings After Transaction: Restricted Stock Units — 8,706 shares (Direct, null); Common Stock — 79,081 shares (Direct, null)

Footnotes (1)

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. This represents a restricted stock unit award granted on August 7, 2023 and vests over a four-year period. 25% of the shares subject to such award vested on May 15, 2024 and the remaining 75% vests annually during the three-year period thereafter. Not applicable for Restricted Stock Units.

Key Figures

Shares withheld for taxes: 4,679 shares RSUs converted to common: 8,705 shares Common shares after transactions: 79,081 shares +3 more

6 metrics

Shares withheld for taxes 4,679 shares Common stock retained by company for tax withholding on May 15, 2026

RSUs converted to common 8,705 shares Restricted stock units converting into common stock on May 15, 2026

Common shares after transactions 79,081 shares Direct holdings of common stock following Form 4 transactions

RSUs remaining after vesting 8,706 units Restricted stock units reported as held after the May 15, 2026 vesting

Tax withholding transaction code Code F Payment of tax liability by delivering securities

Derivative exercise transaction code Code M Exercise or conversion of derivative security (RSUs to common stock)

Key Terms

Restricted Stock Units, tax withholding obligations, derivative security, restricted stock unit award

4 terms

Restricted Stock Units financial

"This represents a restricted stock unit award granted on August 7, 2023 and vests over a four-year period."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting."

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

restricted stock unit award financial

"This represents a restricted stock unit award granted on August 7, 2023 and vests over a four-year period."

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

Form 4 Insider Transactions: What Each Field Means →

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^*

Chudova Darya

(Last) (First) (Middle)

3100 HANOVER STREET

(Street)

PALO ALTO CALIFORNIA 94304

(City) (State) (Zip)

UNITED STATES

(Country)

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 Technology Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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

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

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

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	05/15/2026		M		8,705	A	$0	79,081	D
Common Stock	05/15/2026		F		4,679(1)	D	$94.92	74,402	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	05/15/2026		M			8,705	(2)	(3)	Common Stock	8,705	$0	8,706	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 August 7, 2023 and vests over a four-year period. 25% of the shares subject to such award vested on May 15, 2024 and the remaining 75% vests annually during the three-year period thereafter.

3. Not applicable for Restricted Stock Units.

Remarks:

	/s/ John G. Saia, as attorney-in-fact for Darya Chudova	05/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider activity did Guardant Health (GH) report for CTO Darya Chudova?

Guardant Health reported that CTO Darya Chudova had 8,705 restricted stock units vest and convert into common stock. As part of this vesting, the company retained 4,679 shares to satisfy tax withholding obligations, a standard equity compensation and tax-settlement process.

Did the Guardant Health CTO buy or sell shares on the open market in this Form 4?

The Form 4 does not show any open-market purchases or sales. It reports RSU vesting and share retention by the company for tax withholding, which is a non-market, compensation-related transaction rather than a discretionary trade by the Chief Technology Officer.

How many Guardant Health shares did Darya Chudova hold after the reported transactions?

After the transactions, Darya Chudova directly held 79,081 shares of Guardant Health common stock. She also held 8,706 restricted stock units, which represent additional potential future shares as they vest over the remaining schedule of the original equity award.

Why did Guardant Health retain 4,679 shares related to Darya Chudova’s RSU vesting?

Guardant Health retained 4,679 shares to meet Darya Chudova’s tax withholding obligations arising from the RSU vesting. The footnote states the amount retained was not more than the tax liability, indicating a standard tax-settlement method rather than an elective sale of shares.

What equity award schedule applies to the Guardant Health CTO’s restricted stock units?

The restricted stock unit award was granted on August 7, 2023. According to the footnote, 25% of the shares vested on May 15, 2024, and the remaining 75% is scheduled to vest annually over the following three years, subject to continued service.