GRAIL (GRAL) CFO awarded 60,118 RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

GRAIL, Inc. reported that Chief Financial Officer Aaron Freidin received an award of 60,118 restricted stock units on February 27, 2026. These RSUs will vest in four substantially equal annual installments beginning on February 28, 2027, and each unit will settle into one share of common stock when vested.

On March 2, 2026, an executing broker carried out automatic sell-to-cover transactions totaling 9,573 shares of common stock at weighted average prices of $50.0853 and $51.8611 to cover withholding taxes tied to award vesting and share delivery. After these transactions, Freidin directly held 309,622 shares of GRAIL common stock.

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^*

Freidin Aaron

(Last) (First) (Middle)

C/O GRAIL, INC.

1525 O'BRIEN DRIVE

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAIL, Inc. [ GRAL ]

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)
02/27/2026

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	02/27/2026		A		60,118(1)	A	$53.23	319,195	D
Common Stock	03/02/2026		S		9,135	D	$50.0853(2)	310,060	D
Common Stock	03/02/2026		S		438	D	$51.8611(2)	309,622	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

Explanation of Responses:

1. Represents an award of 60,118 restricted stock units ("RSUs") which will vest in four substantially equal annual installments, beginning on February 28, 2027, subject to the awardee's continuing to be a service provider on such date. Each RSU represents the right to receive, at settlement, one share of common stock. The RSUs will be settled in common stock upon vesting.

2. Represents automatic sell-to-cover transactions by an executing broker to cover withholding taxes upon award vesting and share delivery. The price reported in Column 4 is a weighted average price calculated by the broker executing these transactions. These shares were sold as part of a block trade in multiple transactions, and the Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate sales price.

Remarks:

	/s/Donald Lang, as Attorney-in-Fact for Aaron Freidin	03/03/2026
	** 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.

FAQ

What insider transactions did GRAIL (GRAL) report for CFO Aaron Freidin?

GRAIL reported that CFO Aaron Freidin received 60,118 restricted stock units and had 9,573 shares sold automatically. The sales were broker-executed sell-to-cover trades to pay withholding taxes tied to equity award vesting and share delivery, not discretionary open-market selling.

How many RSUs did the GRAIL (GRAL) CFO receive and how do they vest?

Aaron Freidin received an award of 60,118 restricted stock units. These RSUs vest in four substantially equal annual installments starting on February 28, 2027. Each vested RSU settles into one share of GRAIL common stock when delivered, increasing his share ownership over time as they vest.

Why were shares of GRAIL (GRAL) stock sold in Aaron Freidin’s Form 4?

The reported sales represent automatic sell-to-cover transactions executed by a broker. They were made to cover withholding taxes due when equity awards vest and shares are delivered, using weighted average sale prices rather than reflecting a discretionary decision to sell a large stake.

At what prices were the GRAIL (GRAL) CFO’s shares sold in the reported transactions?

The Form 4 shows 9,135 shares sold at a weighted average price of $50.0853 and 438 shares sold at a weighted average price of $51.8611. These trades were executed as part of a block transaction to cover tax withholding obligations related to equity award vesting.

How many GRAIL (GRAL) shares does CFO Aaron Freidin own after these transactions?

Following the reported award and sell-to-cover transactions, Aaron Freidin directly owns 309,622 shares of GRAIL common stock. This figure reflects his holdings after the broker’s automatic tax-related sales and the grant of 60,118 restricted stock units reported in the filing.

When do Aaron Freidin’s GRAIL (GRAL) restricted stock units start vesting?

The 60,118 restricted stock units granted to Aaron Freidin begin vesting on February 28, 2027. Vesting occurs in four substantially equal annual installments, and each vested unit converts into one share of GRAIL common stock when settled, subject to his continued service.