GRAIL (GRAL) CEO sells 37,504 shares in automatic tax sell-to-cover

Rhea-AI Filing Summary

GRAIL, Inc. director and Chief Executive Officer Robert P. Ragusa reported two automatic sell-to-cover transactions of common stock tied to equity award vesting. He disposed of 35,787 shares at an average price of $50.0853 and 1,717 shares at $51.8430 to cover withholding taxes.

After these tax-related sales, he continued to hold 650,525 shares of GRAIL common stock directly. The prices reported represent weighted average prices calculated by the executing broker for block trades executed in multiple transactions.

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
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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^*

RAGUSA ROBERT P

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S		35,787	D	$50.0853(1)	652,242	D
Common Stock	03/02/2026		S		1,717	D	$51.843(1)	650,525	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 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 Robert Ragusa	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 transaction did GRAIL (GRAL) report for its CEO?

GRAIL (GRAL) reported that CEO Robert P. Ragusa executed automatic sell-to-cover transactions totaling 37,504 common shares. These sales were made to cover tax withholding obligations arising from equity award vesting and share delivery, rather than as discretionary open-market sales.

How many GRAIL (GRAL) shares did the CEO sell and at what prices?

Robert P. Ragusa sold 35,787 GRAIL (GRAL) shares at a weighted average price of $50.0853 and 1,717 shares at $51.8430. Both transactions were reported as open-market sales used to cover withholding taxes from vesting equity awards.

How many GRAIL (GRAL) shares does the CEO hold after these transactions?

Following the tax-related sell-to-cover transactions, CEO Robert P. Ragusa directly holds 650,525 shares of GRAIL (GRAL) common stock. This post-transaction balance reflects ownership after selling 37,504 shares to satisfy withholding tax obligations upon award vesting and share delivery.

Were the GRAIL (GRAL) CEO’s stock sales discretionary open-market trades?

The Form 4 states the GRAIL (GRAL) CEO’s sales were automatic sell-to-cover transactions. According to the footnote, an executing broker sold shares to cover withholding taxes triggered by equity award vesting and share delivery, rather than discretionary sales for portfolio rebalancing.

What does 'sell-to-cover' mean in the GRAIL (GRAL) CEO’s Form 4?

In the GRAIL (GRAL) CEO’s Form 4, 'sell-to-cover' describes automatic share sales executed by a broker to pay withholding taxes on vested equity awards. Shares are sold upon vesting, and proceeds go toward tax obligations instead of representing a typical elective share sale.