Baker Bros. Advisors, together with affiliated reporting persons, reports beneficial ownership of 4,028,614 shares of GRAIL, Inc. common stock, equal to 9.8% of 41,134,219 shares outstanding as of March 31, 2026. The reported position reflects holdings through two funds: 667, L.P. (278,073 shares, 0.7%) and Baker Brothers Life Sciences, L.P. (3,750,541 shares, 9.1%). The filing states pre-funded warrants exercisable at $0.001 per share are subject to a 4.99% ownership cap (the "Maximum Percentage") that can be increased up to 19.99% by written notice becoming effective on the 61st day after delivery; because of the cap the funds cannot presently exercise those warrants.
Positive
None.
Negative
None.
Insights
Ownership disclosed as passive/beneficial via investment funds.
The filing attributes 4,028,614 shares (9.8%) to the Funds and reports the Adviser as having sole voting and dispositive power over those shares under the management agreements. The statement follows Rule 13d-3 calculation conventions and cites the Form 10-Q outstanding share count as of March 31, 2026.
Key dependency: the adviser relationship and management agreements determine who has voting authority. Subsequent amendments or notices changing the "Maximum Percentage" could alter warrant exercise ability; timing tied to the 61st day after notice.
Declared position is a substantial passive stake but not an active trading disclosure.
The stake equals 9.8% of outstanding shares (41,134,219 as of March 31, 2026) and is held via two funds with precise per-fund counts disclosed. The filing notes pre-funded warrants with a nominal exercise price ($0.001) that are constrained by a 4.99% cap, currently preventing exercise.
Market impact depends on whether the Maximum Percentage is increased (up to 19.99%) and whether the Funds or Adviser change voting or disposition decisions; those outcomes depend on future notices and fund actions.
Key Figures
Shares beneficially owned:4,028,614 sharesPercent of class:9.8%Shares outstanding:41,134,219 shares+5 more
8 metrics
Shares beneficially owned4,028,614 sharesAggregate beneficial ownership reported by the Reporting Persons
Percent of class9.8%Based on 41,134,219 shares outstanding as of March 31, 2026
Shares outstanding41,134,219 sharesShares outstanding used for percentage calculation as of March 31, 2026
667, L.P. holdings278,073 sharesDirectly held by 667, L.P. (reported as 0.7%)
Baker Brothers Life Sciences holdings3,750,541 sharesDirectly held by Baker Brothers Life Sciences, L.P. (reported as 9.1%)
Pre-funded warrant exercise price$0.001Exercise price per share for pre-funded warrants
Maximum Percentage cap4.99%Ownership cap limiting warrant exercises; can be increased up to 19.99%
Notice effectiveness delay61 daysIncrease to Maximum Percentage becomes effective on the 61st day after notice to the Issuer
Key Terms
Pre-funded Warrants, Rule 13d-3, Maximum Percentage
3 terms
Pre-funded Warrantsfinancial
"Common Stock that may be acquired upon exercise of pre-funded warrants with no expiration date"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Rule 13d-3regulatory
"percentage figures are calculated in accordance with Rule 13d-3"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Maximum Percentageregulatory
"only exercisable to the extent ... would beneficially own in the aggregate ... no more than 4.99% (the "Maximum Percentage")"
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
GRAIL, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
384747101
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
384747101
1
Names of Reporting Persons
Baker Bros. Advisors LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,028,614.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,028,614.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,028,614.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
384747101
1
Names of Reporting Persons
Baker Bros. Advisors (GP) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,028,614.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,028,614.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,028,614.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, OO
SCHEDULE 13G
CUSIP Number(s):
384747101
1
Names of Reporting Persons
Julian C. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,028,614.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,028,614.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,028,614.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
384747101
1
Names of Reporting Persons
Felix J. Baker
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,028,614.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,028,614.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,028,614.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.8 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
GRAIL, Inc.
(b)
Address of issuer's principal executive offices:
1525 O'BRIEN DRIVE, Menlo Park, CA 94025
Item 2.
(a)
Name of person filing:
This Amendment No. 2 to Schedule 13G amends the previously filed Schedule 13G filed by Baker Bros. Advisors LP (the "Adviser"), Baker Bros. Advisors (GP) LLC (the "Adviser GP"), Julian C. Baker and Felix J. Baker (collectively, the "Reporting Persons"). Except as supplemented herein, such statements, as heretofore amended and supplemented, remain in full force and effect. This Amendment No. 2 is being filed jointly by the Reporting Persons.
(b)
Address or principal business office or, if none, residence:
The business address of each of the Reporting Persons is:
c/o Baker Bros. Advisors LP
860 Washington Street, 3rd Floor
New York, NY 10014
(212) 339-5690
(c)
Citizenship:
The Adviser is a limited partnership organized under the laws of the State of Delaware. The Adviser GP is a limited liability company organized under the laws of the State of Delaware. The citizenship of each of Julian C. Baker and Felix J. Baker is the United States of America.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
384747101
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Items 5 through 9 and 11 of each of the cover pages to this Schedule 13G are incorporated herein by reference. Set forth below is the aggregate number of shares of common stock ("Common Stock") of GRAIL, Inc. (the "Issuer") directly held by each of Baker Brothers Life Sciences, L.P. ("Life Sciences") and 667, L.P. ("667", and together with Life Sciences, the "Funds") which may be deemed to be indirectly beneficially owned by the Reporting Persons, as well as Common Stock that may be acquired upon exercise of pre-funded warrants with no expiration date with an exercise price of $0.001 per share of Common Stock ("Pre-funded Warrants"), subject to the limitations on exercise described below.
The percentage of beneficial ownership for each of the Reporting Persons reported herein and the information set forth below is based on 41,134,219 shares of Common Stock outstanding as of March 31, 2026, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 7, 2026. Such percentage figures are calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
The Pre-funded Warrants are only exercisable to the extent that after giving effect or immediately prior to such exercise the holders thereof, their affiliates and any person who are members of a Section 13(d) group with the holders or one of their affiliates would beneficially own in the aggregate, for purposes of Rule 13d-3 under the Exchange Act, no more than 4.99% of the outstanding Common Stock (the "Maximum Percentage"). By written notice to the Issuer, the Funds may from time to time increase or decrease the Maximum Percentage applicable to that Fund to any other percentage not in excess of 19.99%. Any such increase will not be effective until the 61st day after such notice is delivered to the Issuer.
As a result of these restrictions, the number of shares of Common Stock that may be issued upon exercise of the Pre-funded Warrants by the above holders may change depending upon changes in the outstanding Common Stock. Due to such Maximum Percentage, the Funds cannot presently exercise any shares of Pre-funded Warrants.
Pursuant to the management agreements, as amended, among the Adviser, the Funds and their respective general partners, the Funds' respective general partners relinquished to the Adviser all discretion and authority with respect to the investment and voting power of the securities held by the Funds, and thus the Adviser has complete and unlimited discretion and authority with respect to the Funds' investments and voting power over investments.
The Adviser GP is the sole general partner of the Adviser. The Adviser GP, Felix J. Baker and Julian C. Baker as managing members of the Adviser GP, and the Adviser may be deemed to be beneficial owners of securities of the Issuer directly held by the Funds.
(b)
Percent of class:
The Funds beneficially own 4,028,614 shares of Common Stock or 9.8% of the outstanding Common Stock. 667 beneficially owns 0.7% and Life Sciences beneficially owns 9.1% of the outstanding Common Stock.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
667 directly holds 278,073 shares of Common Stock and Life Sciences directly holds 3,750,541 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
667 directly holds 278,073 shares of Common Stock and Life Sciences directly holds 3,750,541 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
The information in Item 4 is incorporated herein by reference.
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Baker Bros. Advisors LP
Signature:
/s/ Scott L. Lessing
Name/Title:
By: Baker Bros. Advisors (GP) LLC, its general partner Scott L. Lessing/ President
What stake does Baker Bros. Advisors hold in GRAIL (GRAL)?
Baker Bros. Advisors reports beneficial ownership of 4,028,614 shares, representing 9.8% of 41,134,219 shares outstanding as of March 31, 2026. This includes holdings via the Funds 667, L.P. and Baker Brothers Life Sciences, L.P.
How are the 4,028,614 shares allocated between the funds?
The filing shows 667, L.P. directly holds 278,073 shares (0.7%) and Baker Brothers Life Sciences, L.P. directly holds 3,750,541 shares (9.1%), totaling the reported 4,028,614 shares.
What limits apply to the pre-funded warrants mentioned in the filing?
Pre-funded warrants exercisable at $0.001 per share are subject to a 4.99% ownership cap (the "Maximum Percentage"); holders cannot presently exercise because of this cap. The cap may be raised up to 19.99% by written notice, effective on the 61st day after delivery.
Who holds voting and dispositive power over these GRAIL shares?
Pursuant to the management agreements, the Adviser has complete voting and dispositive authority over securities held by the Funds; the Adviser GP and the named individuals may be deemed beneficial owners through their roles, per the filing.
Which outstanding share count does the filing use to calculate the percentage?
The percentage ownership is calculated using 41,134,219 shares outstanding as of March 31, 2026, as reported in the Issuer's Form 10-Q referenced in the filing.
