[Form 4] Veracyte, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Veracyte, Inc. (VCYT) – Form 4 insider transaction

On 18 June 2025, non-employee director David Brent Shafer was granted 9,321 restricted stock units (RSUs) at a cost basis of $0.00. The award increases his direct beneficial ownership to 25,828 common shares.

The RSUs vest in full on the earlier of (i) the first anniversary of the grant date or (ii) immediately prior to the company’s next annual shareholder meeting, with full acceleration upon a change-in-control. No derivative securities were reported.

This filing reflects routine director equity compensation intended to align board and shareholder interests; it does not involve an open-market purchase or sale and therefore has limited immediate market impact.

Positive

• Director equity stake rises by 9,321 RSUs, enhancing alignment with shareholder interests

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine RSU grant; neutral near-term impact.

The 9,321-share RSU award to Director Shafer represents standard annual board compensation, adding roughly US$260k in equity (based on recent ~$28 share price) to his stake. Because the shares are unvested and were issued at no cost, the transaction does not signal incremental buying pressure or insider confidence beyond typical retention incentives. Total post-grant ownership of 25,828 shares keeps his economic exposure modest relative to Veracyte’s 73 million shares outstanding (<0.04%). Overall, the filing is neutral for valuation and liquidity.

Corporate Governance Expert

TL;DR: Grant aligns director incentives; governance standard.

Annual RSU grants with one-year vesting are consistent with prevailing governance practices for mid-cap diagnostics firms. The accelerated vesting on change-in-control is commonplace and unlikely to alter takeover defenses materially. The filing reaffirms that Veracyte compensates directors primarily in equity, which enhances alignment but does not materially dilute shareholders given the de minimis share count. Impact is therefore classified as not impactful.

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
Estimated average burden
hours per response:			0.5

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^*

Shafer David Brent

(Last) (First) (Middle)

6000 SHORELINE COURT

SUITE 300

(Street)

SOUTH SAN FRANCISCO CA 94080

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VERACYTE, INC. [ VCYT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

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	06/18/2025		A		9,321(1)	A	$0	25,828	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. Restricted stock units awarded on June 18, 2025 vest in full on the first anniversary of the date of the grant or immediately prior to the Company's next annual meeting of stockholders, if earlier. In addition, the restricted stock units vest in full in the event of a change in control of the Issuer.

Remarks:

	/s/ Jonathan Wygant, as attorney-in-fact	06/23/2025
	** 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

How many Veracyte (VCYT) shares did Director David Brent Shafer acquire?

He received 9,321 restricted stock units on 18 June 2025.

What is Director Shafer’s total ownership after the transaction?

Following the grant, he beneficially owns 25,828 common shares directly.

When do the newly granted RSUs vest for VCYT?

The RSUs vest in full on the first anniversary of 18 June 2025 or immediately before the next annual meeting, whichever is earlier.

Did the filing involve any cash purchase or sale of VCYT shares?

No; the RSUs were granted at a $0 cost basis as part of standard director compensation.

Is the RSU grant contingent on a change of control at Veracyte?

No, but the grant fully accelerates in the event of a change in control.