Guardant Health insider cuts stake by 4.4% in latest Form 4
Rhea-AI Filing Summary
Guardant Health, Inc. (GH) – Form 4 insider transaction summary for Co-CEO & Director AmirAli Talasaz. The filing covers activity on 06/30/2025 and 07/01/2025.
- Option / RSU exercises (Code M): 4,815 shares were issued on 06/30/2025 and 23,997 shares on 07/01/2025 at a $0 exercise price, representing vested restricted stock units.
- Shares withheld for taxes (Code F): 2,441 shares (avg. $52.04) on 06/30/2025 and 12,162 shares (avg. $50.71) on 07/01/2025 were retained by the company to satisfy withholding obligations.
- Open-market sales (Code S): 72,068 shares sold at a weighted avg. price of $50.6715 (price range $50.08-$51.07) and 27,932 shares sold at a weighted avg. price of $51.4047 (range $51.08-$51.94) on 07/01/2025. All sales were executed under a Rule 10b5-1 trading plan adopted on 12/17/2024.
- Net effect: Beneficial ownership fell from 2,074,271 to 1,983,665 shares, a decrease of 90,606 shares (~4.4% of the prior direct holdings). Derivative holdings now show 9,629 and 143,983 unvested RSUs under two separate awards.
The transactions were routine equity award vesting, tax withholding, and pre-planned sales. No cash was paid for option/RSU exercises, and the filing does not disclose any changes to company fundamentals or guidance.
Positive
- Sales conducted under a pre-planned Rule 10b5-1 trading plan, reducing the risk of perceived opportunistic timing.
- Executive continues to hold approximately 1.98 million shares and over 150k unvested RSUs, indicating continued alignment with shareholders.
Negative
- Net reduction of 90,606 shares (≈4.4% of prior holdings) by the Co-CEO may be interpreted as diminished confidence.
- Open-market sales of 100,000 shares at ≈$51 could signal the executive believes current valuation is attractive for profit-taking.
Insights
TL;DR: Co-CEO reduced direct stake by ~90k shares under 10b5-1; impact modest.
Although insider sales often raise caution, several mitigating factors apply here. The majority of the disposals (100,000 shares) were executed according to a pre-established Rule 10b5-1 plan, signalling this was scheduled rather than opportunistic. Roughly 15% of shares disposed (14,603) were withheld solely to cover tax obligations on newly vested RSUs and therefore do not represent market selling pressure. The remaining net sale equates to only ~4.4% of Mr. Talasaz’s previously held 2.07 million shares, leaving him with nearly 2 million shares plus substantial unvested RSUs, which maintains a strong alignment of interests. Consequently, while the market may view any insider selling negatively, the limited scale relative to ownership and the rule-based plan lessen the significance.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Restricted Stock Units | 23,997 | $0.00 | $0.00 |
| Sale | Common Stock | 72,068 | $50.6715 | $3.65M |
| Sale | Common Stock | 27,932 | $51.4047 | $1.44M |
| Exercise | Common Stock | 23,997 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 12,162 | $50.71 | $617K |
| Exercise | Restricted Stock Units | 4,815 | $0.00 | $0.00 |
| Exercise | Common Stock | 4,815 | $0.00 | $0.00 |
| Exercise Price or Tax Liability | Common Stock | 2,441 | $52.04 | $127K |
Footnotes (7)
- 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.
- F2. This transaction was made pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 17, 2024.
- F3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.08 to $51.07 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.08 to $51.94 per share, inclusive. The holder undertakes to provide, upon written request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F5. 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.
- F6. Not applicable for Restricted Stock Units.
- F7. This restricted stock unit award vested with respect to 1/3 of the shares on January 1, 2025. The remaining shares vest quarterly for the remaining twenty-four months.
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