GRAIL (GRAL) president gets RSU grant, sells shares for taxes

Rhea-AI Filing Summary

GRAIL, Inc. president Joshua J. Ofman reported a mix of equity awards and tax-related share sales. He received an award of 84,540 restricted stock units, which will vest in four substantially equal annual installments beginning on February 28, 2027, with each unit settling into one share of common stock upon vesting.

On March 2, 2026, an executing broker sold a total of 17,002 shares of common stock in automatic “sell-to-cover” transactions to satisfy withholding taxes upon award vesting, at weighted average prices of $51.7509 and $50.0853 per share. After these sales, Ofman directly owned 436,508 shares of common stock. His reported holdings were also adjusted to include 152 additional dividend shares received in connection with the GRAIL spin-off from Illumina.

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^*

Ofman Joshua J.

(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)
	President

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		84,540(1)	A	$53.23	453,510(2)	D
Common Stock	03/02/2026		S		779	D	$51.7509(3)	452,731	D
Common Stock	03/02/2026		S		16,223	D	$50.0853(3)	436,508	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 84,540 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. Adjusted the reported holdings to include an additional 152 shares of Common Stock, representing dividend shares received in connection with the GRAIL, Inc. spin-off from Illumina, Inc. on June 24. 2024, with respect to shares of Illumina, Inc. held in a separate brokerage account by the Reporting Person and inadvertently omitted.

3. 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 Joshua Ofman	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).
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FAQ

What did GRAIL (GRAL) president Joshua Ofman report in this Form 4?

Joshua Ofman reported an 84,540-share restricted stock unit award and automatic tax-related sales of 17,002 common shares. The filing updates his direct ownership and corrects prior holdings to include additional dividend shares from the GRAIL spin-off.

How many RSUs did GRAIL (GRAL) grant to Joshua Ofman and how do they vest?

GRAIL granted Joshua Ofman 84,540 restricted stock units. These RSUs vest in four substantially equal annual installments starting February 28, 2027, and each unit converts into one share of common stock when it vests and is settled.

Why were GRAIL (GRAL) shares sold in Joshua Ofman’s Form 4 filing?

The reported share sales were automatic “sell-to-cover” transactions executed by a broker to cover withholding taxes due upon vesting and delivery of awards. They were not described as discretionary open-market sales by Ofman.

How many GRAIL (GRAL) shares were sold and at what prices?

A total of 17,002 shares of GRAIL common stock were sold on March 2, 2026. The weighted average prices reported were $51.7509 per share for 779 shares and $50.0853 per share for 16,223 shares in a block trade.

What is Joshua Ofman’s GRAIL (GRAL) share ownership after these transactions?

Following the reported RSU activity and tax-related sales, Joshua Ofman directly owns 436,508 shares of GRAIL common stock. The filing also corrects past disclosures to add 152 dividend shares from the GRAIL spin-off from Illumina.

Were any prior GRAIL (GRAL) holdings disclosures for Joshua Ofman corrected?

Yes. The filing states his reported holdings were adjusted to include 152 additional GRAIL common shares. These were dividend shares received in connection with the GRAIL spin-off from Illumina and had been inadvertently omitted previously.