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Guardant Health (GH) Co-CEO Talasaz converts RSUs, withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Guardant Health, Inc. Co-Chief Executive Officer AmirAli Talasaz reported routine equity compensation activity involving restricted stock units (RSUs) and related common stock on March 31 and April 1, 2026. Several RSU awards vested and were converted into shares of common stock held largely through the Talasaz and Eskandari 2017 Family Trust. In connection with these vestings, a total of 18,515 shares of common stock were withheld by the company at prices of $92.37 and $91.15 per share to satisfy tax withholding obligations, rather than sold in open-market transactions. Following these transactions, the family trust held 2,146,504 shares of Guardant Health common stock, while Talasaz also retained a substantial number of unvested RSUs directly.

Positive

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Negative

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Insider Talasaz AmirAli
Role Co-Chief Executive Officer
Type Security Shares Price Value
Exercise Restricted Stock Units 23,997 $0.00 --
Exercise Restricted Stock Units 9,716 $0.00 --
Exercise Common Stock 23,997 $0.00 --
Exercise Common Stock 9,716 $0.00 --
Tax Withholding Common Stock 17,087 $91.15 $1.56M
Exercise Restricted Stock Units 2,817 $0.00 --
Exercise Common Stock 2,817 $0.00 --
Tax Withholding Common Stock 1,428 $92.37 $132K
Holdings After Transaction: Restricted Stock Units — 71,992 shares (Direct); Common Stock — 2,153,875 shares (Indirect, Shares held by Talasaz and Eskandari 2017 Family Trust)
Footnotes (1)
  1. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock units. The amount retained by the Company was not in excess of the amount of the tax liability. This represents a restricted stock unit award granted on March 17, 2026 that vests in four equal installments on the last day of each calendar quarter: March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026. Not applicable for Restricted Stock Units. This represents a restricted stock unit award granted on March 18, 2024 that vests over a three-year period. 33% of the shares subject to such award vested on January 1, 2025 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period thereafter. This represents a restricted stock unit award granted on March 12, 2025 that vests over a three-year period. 33% of the shares subject to such award vested on January 1, 2026 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period thereafter.
RSUs exercised 36,530 units Total derivative exercises (M code) reported in this Form 4
Shares withheld for taxes 18,515 shares Total F-code tax-withholding dispositions across March 31 and April 1, 2026
Tax withholding price 1 $92.37 per share Price applied to 1,428 shares withheld for tax obligations on March 31, 2026
Tax withholding price 2 $91.15 per share Price applied to 17,087 shares withheld for tax obligations on April 1, 2026
Indirect common shares after April 1 2,146,504 shares Guardant Health common stock held by Talasaz and Eskandari 2017 Family Trust
Remaining RSUs (largest award) 71,992 units RSUs shown as outstanding after one April 1, 2026 vesting event
Restricted Stock Units financial
"This represents a restricted stock unit award granted on March 17, 2026 that vests in four equal installments"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
tax withholding obligations financial
"These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder"
Family Trust financial
"Shares held by Talasaz and Eskandari 2017 Family Trust"
Co-Chief Executive Officer financial
"Talasaz AmirAli, Co-Chief Executive Officer"
tax-withholding disposition financial
"Payment of exercise price or tax liability by delivering securities"
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
SEC Form 4
FORM 4UNITED 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*
Talasaz AmirAli

(Last)(First)(Middle)
3100 HANOVER STREET

(Street)
PALO ALTO CALIFORNIA 94304

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Guardant Health, Inc. [ GH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Co-Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock03/31/2026M2,817A$02,131,306IShares held by Talasaz and Eskandari 2017 Family Trust
Common Stock03/31/2026F1,428(1)D$92.372,129,878IShares held by Talasaz and Eskandari 2017 Family Trust
Common Stock04/01/2026M23,997A$02,153,875IShares held by Talasaz and Eskandari 2017 Family Trust
Common Stock04/01/2026M9,716A$02,163,591IShares held by Talasaz and Eskandari 2017 Family Trust
Common Stock04/01/2026F17,087(1)D$91.152,146,504IShares held by Talasaz and Eskandari 2017 Family Trust
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units$003/31/2026M2,817 (2) (3)Common Stock2,817$08,451D
Restricted Stock Units$004/01/2026M23,997 (4) (3)Common Stock23,997$071,992D
Restricted Stock Units$004/01/2026M9,716 (5) (3)Common Stock9,716$068,011D
Explanation of Responses:
1. These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock units. The amount retained by the Company was not in excess of the amount of the tax liability.
2. This represents a restricted stock unit award granted on March 17, 2026 that vests in four equal installments on the last day of each calendar quarter: March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026.
3. Not applicable for Restricted Stock Units.
4. This represents a restricted stock unit award granted on March 18, 2024 that vests over a three-year period. 33% of the shares subject to such award vested on January 1, 2025 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period thereafter.
5. This represents a restricted stock unit award granted on March 12, 2025 that vests over a three-year period. 33% of the shares subject to such award vested on January 1, 2026 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period thereafter.
Remarks:
/s/ John G. Saia, as attorney-in-fact for AmirAli Talasaz04/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did Guardant Health (GH) report for AmirAli Talasaz?

Guardant Health’s Co-CEO AmirAli Talasaz reported RSU vesting and related common stock conversions. RSUs were exercised into shares, and some shares were withheld by the company to cover tax obligations, reflecting routine compensation and tax events rather than open-market buying or selling.

How many Guardant Health RSUs did AmirAli Talasaz have exercised in this Form 4?

The filing shows derivative exercises for 36,530 restricted stock units in total. These RSUs converted into an equal number of Guardant Health common shares as part of scheduled vesting from multiple awards, consistent with standard equity compensation practices for senior executives.

Were any Guardant Health shares sold on the market in this Talasaz Form 4?

No open-market sales are indicated. The dispositions use code F, meaning shares were withheld by Guardant Health, not sold publicly, to satisfy tax withholding obligations arising from RSU vesting, as explicitly described in the accompanying explanatory footnote.

How many Guardant Health shares were withheld for taxes for AmirAli Talasaz?

A total of 18,515 Guardant Health common shares were withheld to cover tax liabilities. The company retained 1,428 shares at $92.37 and 17,087 shares at $91.15 per share, with the footnote stating the amounts did not exceed the actual tax obligations.

What are AmirAli Talasaz’s Guardant Health holdings after these transactions?

After the reported transactions, the Talasaz and Eskandari 2017 Family Trust held 2,146,504 Guardant Health common shares. In addition, Talasaz continues to hold unvested RSUs directly, reflecting ongoing equity-based compensation that will vest over time according to the disclosed schedules.

Who legally holds most of the Guardant Health shares in this Talasaz Form 4?

Most shares are held indirectly through the Talasaz and Eskandari 2017 Family Trust. The Form 4 identifies these as indirect holdings, while RSU awards are reported as directly held by AmirAli Talasaz and vest into additional common stock over specified multi-year schedules.