10-K – 2026-02-19 – gh-20251231.htm

device submissions for the Company’s testing panels. Under these collaborations, the Company generates revenue from achievement of milestones. The transaction price of these contracts typically represents variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. The constraint for variable consideration is applied to the contract price such that it is probable a significant cumulative reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. The Company also provides other services to its biopharmaceutical customers, such as monitoring and maintenance, GuardantINFORM data services and GuardantConnect referral services. These revenues are generally recognized over time based on an input method to measure progress in the service period, utilizing costs incurred to-date relative to total expected costs as its measure of progress.
Screening
Screening revenue, previously included in other revenue, includes amounts derived from the delivery of the Company's Shield screening tests. As is the case with its Oncology revenue, the Company recognizes its Screening revenue at the time the results of the tests are reported. Due to consistencies with its Oncology revenue, the Company applies the concepts of variable consideration under the portfolio approach to its Screening revenue in a manner consistent with that of its Oncology revenue, described above.
Licensing and other
The Company also derives revenue from licensing its technologies, previously included in other revenue. The Company recognizes its licensing and other revenue based on the nature and terms of the technology licensing arrangements.
Revenue related to performance obligations satisfied in prior periods
For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 33.8 million, $ 35.3 million and $ 14.2 million, respectively, as revenue related to performance obligations satisfied in prior periods.
Contracts with multiple performance obligations
The Company's contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as delivery of its tests, performance of the above-mentioned services, and licensing its technologies, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners to ensure appropriate revenue recognition. The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated.
For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract.
Deferred revenue
Deferred revenue, which is a contract liability, consists primarily of billings in advance of revenue recognition from contracts with customers. For example, service contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent of billings prior to the Company’s performance of the related services. Contract liabilities are relieved as the Company performs its obligations under the contract and revenue is consequently recognized. As of December 31, 2025 and 2024, the Company's deferred
108

Table of Contents

revenue balance was $ 59.7 million and $ 41.6 million, respectively, of which $ 9.0 million and $ 6.1 million was considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets. Revenue recognized in the year ended December 31, 2025 that was included in the deferred revenue balance as of December 31, 2024 was $ 35.3 million, and revenue recognized in the year ended December 31, 2024 that was included in the deferred revenue balance as of December 31, 2023 was $ 14.5 million, respectively.
Transaction price allocated to the remaining performance obligations
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 1 - 2 years.
Cost of Revenue
Costs associated with performing the Company’s tests generally consists of cost of materials, including inventory write-downs; cost of labor, including employee benefits, bonus, and stock-based compensation; equipment and infrastructure expenses associated with processing test samples, such as sample preparation, library preparation, sequencing, and quality control analyses; freight; curation of test results for physicians; phlebotomy; and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, rent costs, depreciation of leasehold improvements and information technology costs. Costs associated with performing the Company's tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test.
Cost of revenue also includes costs incurred for the performance of the Company's service agreements and partnership agreements with its biopharmaceutical customers and strategic partners, which comprise of labor and material costs.
Research and Development Expenses
Research and development expenses consist of costs incurred to develop technology and include salaries and benefits including stock-based compensation, reagents and supplies used in research and development laboratory work, infrastructure expenses, including facility occupancy and information technology costs, contract services, other outside costs and costs to develop the Company's technology capabilities. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies before technological feasibility has been achieved. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop technology capabilities are recorded as research and development expenses unless they meet the criteria to be capitalized as internal-use software costs.
Advertising
The Company expenses advertising costs as incurred. For the year ended December 31, 2025, the Company incurred advertising costs of $ 24.1  million. For the years ended December 31, 2024 and 2023, the Company's advertising costs were no t material to the consolidated financial statements.
Stock‑Based Compensation
Stock‑based compensation related to stock options granted to the Company’s employees, directors and nonemployees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation expense for stock options with performance metrics is calculated based upon expected achievement of the metrics specified in the grant.
The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan (as amended and restated), or the 2012 Plan, the 2018 Incentive Award Plan, or the 2018 Plan, the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, and stock purchase rights granted under the 2018 Employee Stock Purchase Plan. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected volatility, risk-free rate and expected dividend yield.
109

Table of Contents

The Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees and non-employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics, or PSUs, is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award. No stock-based compensation expense is recorded for PSUs, unless it is determined to be probable that the related performance metrics will be met. In addition, a cumulative adjustment will be recorded in the period when the probability of achieving the related performance metrics is adjusted. For awards granted with a market condition, the Company derives the grant date fair value using the Monte Carlo simulation model and the related compensation expense is recognized over the requisite service period using an accelerated attribution model commencing on the grant date. Any awards that remain unvested at the end of the performance period will be forfeited. Forfeitures are accounted for as they occur.
Income Taxes
Income taxes are recorded using an asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Tax benefits are recognized when it is more likely than not that a tax position will be sustained during an audit. Deferred tax assets are reduced by a valuation allowance if current evidence indicates that it is considered more likely than not that these benefits will not be realized.
The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for (benefit from) income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.
Net Loss Per Share
The Company calculates basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the as-if converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, shares issuable pursuant to the employee stock purchase plan, and contingently issuable shares under the convertible senior notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive.
Accounting Pronouncements Adopted
In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance became effective for the annual reporting periods beginning the year ended December 31, 2024, and for interim reporting periods beginning January 1, 2025, and should be applied retrospectively. The Company adopted this pronouncement retrospectively in the fiscal year of 2024 and provided required disclosures in Note 15, Segment and Geographic Information to the consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which amended existing income tax disclosure guidance, primarily requiring more detailed disclosures on the effective tax rate reconciliation and income taxes paid. This guidance became effective for the annual reporting periods beginning the year ended December 31, 2025. The Company adopted this pronouncement prospectively in the fiscal year of 2025 and provided required disclosures in Note 13, Income Taxes to the consolidated financial statements.
110

Table of Contents

New Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures , which requires additional disclosures of specified information about certain costs and expenses in the notes to financial statements. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2027, and for interim reporting periods beginning January 1, 2028, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company expects to provide required disclosures upon the effective date.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2026, and for interim reporting periods within those annual reporting periods, with early adoption permitted and should be applied prospectively. The Company does not expect the adoption of this accounting pronouncement to have a material impact on its financial statements.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles-Goodwill and Other (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software , which provides updates on the criteria for capitalizing internal-use software costs and related disclosure requirements. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2028, and for interim reporting periods within those annual reporting periods, with early adoption permitted and can be applied using either a prospective transition approach, a modified transition approach or a retrospective transition approach. The Company is currently assessing the impact of adopting this accounting pronouncement on its consolidated financial statements.
In December 2025, the FASB issued ASU No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements , which clarifies interim disclosure requirements and the applicability of Topic 270. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2028, and for interim reporting periods within those annual reporting periods, with early adoption permitted and can be applied prospectively or retrospectively. The Company is currently assessing the impact of adopting this accounting pronouncement on its consolidated financial statements.

3. Consolidated Balance Sheet Components
Property and Equipment, Net
Property and equipment, net consist of the following:

As of December 31,
2025 2024

(in thousands)
Machinery and equipment
$ 144,069   $ 124,567  
Leasehold improvements
107,696   103,569  
Computer hardware
41,329   36,497  
Construction in progress
41,252   28,136  
Furniture and fixtures
8,464   7,874  
Computer software
2,006   1,695  
Property and equipment, gross
344,816   302,338  
Less: accumulated depreciation
( 198,901 ) ( 165,525 )
Property and equipment, net
$ 145,915   $ 136,813  

Depreciation expense related to property and equipment was $ 38.1 million, $ 40.1 million and $ 40.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
111

Table of Contents

Accrued Expenses
Accrued expenses consist of the following:

As of December 31,
2025 2024

(in thousands)

Operating lease liabilities
$ 27,679   $ 29,213  

Other
50,210   39,132  
Total accrued expenses
$ 77,889   $ 68,345  

4. Acquisition
In December 2025, the Company purchased all of the outstanding shares of MetaSight Diagnostics Ltd., or MetaSight, a health technology company. The transaction includes $ 59.0  million in upfront cash consideration paid at closing, plus up to $ 90.0  million in variable contingent consideration tied to future commercial performance and regulatory approvals of the MetaSight technology.
The Company accounted for the acquisition as a business combination. Total purchase consideration net of cash acquired was $ 93.0  million, consisting of $ 59.0  million in net cash paid upon closing, and variable contingent consideration with a fair value of $ 34.0  million as of the acquisition date. See Note 5, Fair Value Measurements, Cash Equivalents and Marketable Securities , for additional information related to the valuation and fair value of the contingent consideration.
The excess purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill. Goodwill is attributable to future revenue opportunities that the Company expects to achieve from leveraging the acquired technologies, as well as the assembled workforce. The following table summarizes the allocation of the total purchase consideration to the estimated fair values of assets acquired and liabilities assumed:

Amount

(in thousands)

Cash and cash equivalents
$ 3,638  
Prepaid expenses and other current assets, net
178  
Property and equipment, net
478  
IPR&D
20,831  
Goodwill
73,967  
Net liabilities assumed
( 1,400 )
Deferred tax liabilities
( 1,066 )
Total $ 96,626  

The fair value of IPR&D was determined using the multi-period excess earnings method under the income approach, which reflects the present value of the projected net cash flows that are expected to be generated by the IPR&D. In addition, the fair value of the IPR&D was determined based on currently available information and reasonable assumptions.
For the year ended December 31, 2025, the Company incurred immaterial acquisition-related transaction costs, included in general and administrative expense on the accompanying consolidated statements of operations. In addition, proforma financial information has not been disclosed as the acquisition was not considered material to the Company's overall consolidated financial statements during the periods presented, in accordance with the SEC's rules and regulations.
112

Table of Contents

5. Fair Value Measurements, Cash Equivalents and Marketable Securities
Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, and accounts payable and accrued liabilities. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, and accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.
Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:

December 31, 2025
Fair Value Level 1 Level 2 Level 3

(in thousands)
Financial Assets:

Money market funds
$ 31,775   $ 31,775   $ —   $ —  
Income deposit funds
107,709   —   107,709   —  
Commercial paper
182,739   —   182,739   —  
U.S. government debt securities
112,000   —   112,000   —  
Total cash equivalents and restricted cash
$ 434,223   $ 31,775   $ 402,448   $ —  

Commercial paper $ 647,117   $ —   $ 647,117   $ —  
U.S. government debt securities
176,278   —   176,278   —  

Total short-term marketable debt securities
$ 823,395   $ —   $ 823,395   $ —  

Total
$ 1,257,618   $ 31,775   $ 1,225,843   $ —  

Financial Liabilities:

Contingent consideration
$ 34,000   $ —   $ —   $ 34,000  
Total $ 34,000   $ —   $ —   $ 34,000  

113

Table of Contents

December 31, 2024
Fair Value Level 1 Level 2 Level 3

(in thousands)
Financial Assets:

Money market funds
$ 57,151   $ 57,151   $ —   $ —  
Income deposit funds
103,581   —   103,581   —  
U.S. government debt securities 429,294   —   429,294   —  
Total cash equivalents and restricted cash
$ 590,026   $ 57,151   $ 532,875   $ —  

U.S. government debt securities
$ 314,438   $ —   $ 314,438   $ —  

Total short-term marketable debt securities
$ 314,438   $ —   $ 314,438   $ —  

Total
$ 904,464   $ 57,151   $ 847,313   $ —  

Financial Liabilities:

Contingent consideration
$ 6,050   $ —   $ —   $ 6,050  
Total
$ 6,050   $ —   $ —   $ 6,050  

The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Income deposit funds, commercial paper and U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.
In July 2022, one of the Company's equity investees, Lunit Inc., or Lunit, completed its initial public offering, or IPO, subsequent to which, the Company started to account for the investment in Lunit at fair value on a recurring basis, and classified the investment as marketable equity securities within Level 1 of the fair value hierarchy as the investment is valued using the quoted market price. The Company was subject to a 2-year lock-up period from Lunit's IPO date, during which the Company shall not transfer Lunit's shares between accounts, establish or cancel pledges, sell, or withdraw such shares, without approval from the Korea Exchange. In November 2023, Lunit issued bonus shares to its existing shareholders by allocating one new share for each existing share, and the Company was subject to the same lock-up period with the same restrictions for these bonus shares which expired in July 2024. In 2024, the Company sold all of its investment in Lunit. In addition, the Company recorded $ 79.7 million unrealized gains for the year ended December 31, 2023, on its investment in Lunit held as of December 31, 2023, included in other income (expense), net on the accompanying consolidated statements of operations.
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.
Acquisition-related contingent considerations are measured at fair value on a quarterly basis and changes in estimated contingent consideration to be paid are included in general and administrative expense on the consolidated statements of operations. The fair value of acquisition-related contingent considerations is estimated using a multiple-outcome discounted cash flow valuation technique. Contingent considerations are classified within Level 3 of the fair value hierarchy, as they are based on a probability that includes significant unobservable inputs. The significant unobservable inputs include a probability-weighted estimate of achievement of certain commercialization and regulatory milestones, and discount rate to present value the expected payments. A significant change in any of these input factors in isolation could have a material impact to fair value measurement. As of December 31, 2025 and 2024, the Company's acquisition-related contingent consideration liabilities were $ 34.0 million and $ 6.1 million, respectively, of which $ 34.0 million and $ 2.1 million were considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets.
114

Table of Contents

The following table summarizes the activities for the Level 3 financial instruments for the years ended December 31, 2025, 2024 and 2023:

Contingent Consideration
Year Ended December 31,
2025 2024 2023

(in thousands)
Fair value — beginning of period $ 6,050   $ 6,540   $ 6,430  
Initial valuation on the date of acquisition 34,000   —   —  
Increase in fair value 950   1,010   110  
Settlement ( 7,000 ) ( 1,500 ) —  
Fair value — end of period $ 34,000   $ 6,050   $ 6,540  

The Company considers the fair value of the Convertible Notes as of December 31, 2025 and 2024 to be a Level 2 measurement. The fair value of the Convertible Notes is primarily affected by the trading price of the Company's common stock and market interest rates. As such, the carrying value of the Convertible Notes does not reflect the market rate. See Note 7, Debt , for additional information related to the fair values of the Convertible Notes.
The following tables summarize the Company’s cash equivalents, restricted cash and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:

December 31, 2025
Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value

(in thousands)
Money market funds
$ 31,775   $ —   $ —   $ 31,775  
Income deposit funds
107,709   —   —   107,709  
Commercial paper 829,896   —   ( 40 ) 829,856  
U.S. government debt securities
288,148   130   —   288,278  

Total
$ 1,257,528   $ 130   $ ( 40 ) $ 1,257,618  

December 31, 2024
Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value

(in thousands)
Money market funds
$ 57,151   $ —   $ —   $ 57,151  
Income deposit funds
103,581   —   —   103,581  
U.S. government debt securities
743,500   232   —   743,732  

Total
$ 904,232   $ 232   $ —   $ 904,464  

None of the Company’s marketable debt securities had been in a continuous unrealized loss position for more than one year as of December 31, 2025 and 2024. There have been no realized gains or losses, and no recognition of credit losses on marketable debt securities for the periods presented.
115

Table of Contents

6. Intangible Assets, Net and Goodwill
The following table presents details of purchased intangible assets as of December 31, 2025 and 2024:

December 31, 2025
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life

(in thousands) (in years)
Intangible assets subject to amortization:

Acquired license $ 11,886   $ ( 6,901 ) $ 4,985   4.8
Non-compete agreements and other covenant rights
5,100   ( 4,995 ) 105   0.3

Total intangible assets subject to amortization
$ 16,986   $ ( 11,896 ) $ 5,090  
Intangible assets not subject to amortization:
IPR&D $ 20,831   $ —  $ 20,831  
Goodwill 77,257   —  77,257  
Total purchased intangible assets
$ 115,074   $ ( 11,896 ) $ 103,178  

December 31, 2024
Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life

(in thousands) (in years)
Intangible assets subject to amortization:

Acquired license $ 11,886   $ ( 5,795 ) $ 6,091   5.8
Non-compete agreements and other covenant rights 5,100   ( 4,431 ) 669   1.1
Acquired technology 1,600   ( 1,600 ) —   0.0
Total intangible assets subject to amortization
$ 18,586   $ ( 11,826 ) $ 6,760  
Intangible assets not subject to amortization:

Goodwill $ 3,290   $ —  $ 3,290  
Total purchased intangible assets
$ 21,876   $ ( 11,826 ) $ 10,050  

Amortization of finite-lived intangible assets was $ 1.7 million, $ 2.2 million and $ 2.7 million, for the years ended December 31, 2025, 2024 and 2023, respectively.
The following table summarizes estimated future amortization expense of finite-lived intangible assets, net:

Year Ending December 31,
(in thousands)
2026 $ 1,212  
2027 1,107  
2028 1,109  
2029 765  
2030 600  
2031 and thereafter
297  
Total $ 5,090  

116

7. Debt
2027 Notes
In November 2020, the Company issued $ 1.15 billion principal amount of its 0 % Convertible Senior Notes due 2027, or the 2027 Notes. The 2027 Notes do not bear interest, and the principal amount of the 2027 Notes will not accrete. However, special interest and additional interest may accrue on the 2027 Notes at a rate per annum not exceeding 0.50 % (subject to certain exceptions) upon the occurrence of certain events such as the failure to file certain reports to the Securities and Exchange Commission, or to remove certain restrictive legends from the 2027 Notes. The 2027 Notes will mature on November 15, 2027, unless repurchased, redeemed or converted earlier.
Before August 15, 2027, holders of the 2027 Notes will have the right to convert their 2027 Notes only under the following circumstances:
• during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2021, if the last reported sale price of the Company's common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, or the sale price condition;
• during the five consecutive business days immediately after any ten consecutive trading day period, or the measurement period, if the trading price per $1,000 principal amount of the 2027 Notes for each trading day of the measurement period is less than 98 % of the product of the last reported sale price of the Company's common stock on such trading day and the conversion rate on such trading day; or
• upon the occurrence of specified corporate events
From and after August 15, 2027, holders of the 2027 Notes may convert their 2027 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
The initial conversion rate is 7.1523 shares of common stock per $1,000 principal amount of the 2027 Notes, which represents an initial conversion price of approximately $ 139.82 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Company may not redeem the 2027 Notes at its option at any time before November 20, 2024. The 2027 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any 2027 Notes for redemption will constitute a Make-Whole Fundamental Change with respect to the 2027 Notes, in which case the conversion rate applicable to the conversion of the 2027 Notes will be increased in certain circumstances if it is converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of the 2027 Notes may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
117

In February 2025, the Company entered into privately negotiated exchange agreements with certain holders of its 2027 Notes, pursuant to which the Company issued $ 600.0  million aggregate principal amount of 1.25 % Convertible Senior Notes due 2031, or the 2031 Notes, in exchange for the retirement of $ 659.3  million aggregate principal amount of the 2027 Notes, or the Note Exchange Transaction. Following the closing of the Note Exchange Transaction, $ 490.7  million in aggregate principal amount of the 2027 Notes remain outstanding with terms unchanged. In addition, as a result of the Note Exchange Transaction, the Company recognized a gain on extinguishment of convertible notes of $ 13.7  million for the year ended December 31, 2025, included in other income (expense), net on the Company's consolidated statements of operations.
2031 Notes
The 2031 Notes bear interest at a rate of 1.25 % per annum, payable semi-annually in arrears on each February 15 and August 15, commencing on August 15, 2025. Special interest may accrue on the 2031 Notes at a rate per annum not exceeding 0.50 % (subject to certain exceptions). The 2031 Notes will mature on February 15, 2031, unless repurchased, redeemed or converted earlier.
Before November 15, 2030, holders of the 2031 Notes will have the right to convert the 2031 Notes only under the following circumstances:
• during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2025, if the last reported sale price of the Company's common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter;
• during the five consecutive business days immediately after any ten consecutive trading day period, or the measurement period, if the trading price per $1,000 principal amount of 2031 Notes for each trading day of the measurement period is less than 98 % of the product of the last reported sale price of the Company's common stock on such trading day and the conversion rate on such trading day; or
• upon the occurrence of specified corporate events.
From and after November 15, 2030, holders of 2031 Notes may convert their 2031 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.
The initial conversion rate is 16.0716 shares of common stock per $1,000 principal amount of 2031 Notes, which represents an initial conversion price of approximately $ 62.22 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Company may not redeem the 2031 Notes at its option at any time before February 21, 2028. The 2031 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after February 21, 2028 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any 2031 Notes for redemption will constitute a Make-Whole Fundamental Change with respect to the 2031 Notes, in which case the conversion rate applicable to the conversion of the 2031 Notes will be increased in certain circumstances if it is converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of the 2031 Notes may require the Company to repurchase their 2031 Notes at a cash repurchase price equal to the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
118

2033 Notes
In November 2025, the Company issued $ 402.5  million principal amount of its 0 % Convertible Senior Notes due 2033, or the 2033 Notes. The 2033 Notes do not bear interest, and the principal amount of the 2033 Notes will not accrete. However, special interest and additional interest may accrue on the 2033 Notes at a rate per annum not exceeding 0.5 % (subject to certain exceptions). The 2033 Notes will be mature on May 15, 2033, unless repurchased, redeemed, or converted earlier.
Before February 15, 2033, holders of the 2033 Notes will have the right to convert the 2033 Notes only under the following circumstances:
• during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2026, if the last reported sale price of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;
• during the five consecutive business day period after any ten consecutive trading day period (the “Measurement Period”) if the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the common stock and the conversion rate for the Notes on each such trading day; or
• upon the occurrence of specified corporate events.
From and after February 15, 2033, holder of 2033 Notes may convert their 2033 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
The Company will settle conversions by paying or delivering, as applicable, cash, shares of the common stock or a combination of cash and shares of the common stock, at the Company’s election.
The initial conversion rate for the Notes is initially 8.2305 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 121.50 per share of common stock. The conversion rate and conversion price will be subject to customary adjustment upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occurs, then the conversion rate will in certain circumstances, be increased for a specified period of time.
The Company may not redeem the 2033 Notes at its option at any time before November 20, 2029. The 2033 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2029 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2033 Notes to be redeemed, plus accrued and unpaid interest, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any 2033 Notes for redemption will constitute a make-whole fundamental change with respect to the 2033 Notes, in which case the conversion rate applicable to the conversion of the 2033 Notes will be increased in certain circumstances if it is converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of the 2033 Notes may require the Company to repurchase their 2033 Notes at a cash repurchase price equal to the principal amount of the 2033 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
119

During the three months ended December 31, 2025, the conditional conversion feature of the 2031 Notes was triggered as the last reported sale price of the Company's common stock exceeded 130 % of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the fiscal quarter and therefore the 2031 Notes became convertible, in whole or in part, at the option of the holders from January 1, 2026 through March 31, 2026. Whether the 2031 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future. As of February 13, 2026, the Company had not received any conversion notices. Since the Company has the election of settling conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of both, the Company continued to classify the 2031 Notes as long-term liabilities on the Company’s consolidated balance sheet as of December 31, 2025.
In addition, since the Company's 2027 Notes and 2033 Notes were not convertible as of December 31, 2025 and 2024, the net carrying amounts of the Convertible Notes were classified as long-term liabilities on the Company’s consolidated balance sheet.
The following table sets forth the net carrying amounts of the Company's Convertible Notes as of December 31, 2025 and 2024:

As of December 31,
2025 2024
(in thousands)
2027 Notes

Outstanding principal amount
$ 490,660   $ 1,150,000  
Less: unamortized debt issuance costs
( 2,076 ) ( 7,453 )
Net carrying amount $ 488,584   $ 1,142,547  

2031 Notes

Outstanding principal amount
$ 600,000   $ —  
Add: unamortized debt premium
35,652   —  
Less: unamortized debt issuance costs
( 10,575 ) —  
Net carrying amount $ 625,077   $ —  

2033 Notes

Outstanding principal amount
$ 402,500   $ —  
Less: unamortized debt issuance costs
( 12,161 ) —  
Net carrying amount $ 390,339   $ —  

Total net carrying amount
$ 1,504,000   $ 1,142,547  

As of December 31, 2025 and 2024, the total estimated fair value of the 2027 Notes was $ 524.2 million and $ 964.9 million, respectively. As of December 31, 2025, the total estimated fair value of the 2031 Notes and the 2033 Notes was $ 1.1 billion and $ 439.9 million, respectively. The fair values were determined based on the closing trading price per $ 100 of the respective Notes as of the last day of trading for the period.
120

The following table sets forth interest expenses recognized and effective interest rates represented related to the Company's Convertible Notes:

For the Year Ended December 31,
2025 2024 2023
(in thousands)
Coupon interest expense
$ 6,583   $ —   $ —  
Amortization of debt premium
( 5,929 ) —   —  
Amortization of debt issuance costs 3,243   2,581   2,575  
Total interest expense recognized $ 3,897   $ 2,581   $ 2,575  

Effective interest rate
2027 Notes
0.2   % 0.2   % 0.2   %
2031 Notes
0.4   % * *
2033 Notes
0.4   % * *

* Not applicable
Note Hedges
To minimize the impact of potential economic dilution upon conversion of the 2027 Notes, the Company entered into convertible note hedge transactions, or the 2027 Note Hedges, with respect to its common stock concurrent with the issuance of the 2027 Notes. The 2027 Note Hedges cover, subject to customary adjustments, the number of shares of common stock initially underlying the 2027 Notes. The strike price of the 2027 Note Hedges will initially be approximately $ 182.60 per share, which represents a premium of 75 % over the last reported sale price of the Company’s common stock of $ 104.34 per share on November 16, 2020, and is subject to certain adjustments under the terms of the 2027 Note Hedges.
The 2027 Note Hedges will expire upon maturity of the 2027 Notes. The 2027 Note Hedges are separate transactions and are not part of the terms of the 2027 Notes. Holders of the 2027 Notes will not have any rights with respect to the 2027 Note Hedges. The shares receivable related to the 2027 Note Hedges are excluded from the calculation of diluted earnings per share as they are anti-dilutive.
As these transactions meet certain accounting criteria, the 2027 Note Hedges are recorded in stockholders’ equity and are not accounted for as derivatives. The Company paid an aggregate amount of $ 90.0  million for the 2027 Note Hedges, which has been recorded as a reduction to additional paid-in capital and will not be remeasured.
In March 2025, in connection with the Note Exchange Transaction, the Company entered into unwind agreements with certain financial institutions with respect to the 2027 Note Hedges, under which the parties terminated a portion of the 2027 Note Hedges up to the notional amounts corresponding to the amount of the 2027 Notes retired in the Note Exchange Transaction. As a result, the Company recorded an increase of $ 5.5  million to its additional paid-in capital. The terms of the remaining 2027 Note Hedges remain unchanged. The Company did not enter into any convertible note hedge transactions in connection with the 2031 Notes and the 2033 Notes.

8. Leases
The Company has entered into various operating lease agreements for office space, data center, lab and warehouse use, with remaining terms ranging from 0.3 to 7.5 years, some of which include one or more options to renew. As leases approach maturity, the Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it will renew the lease, as such, the Company does not include renewal options in its lease terms for calculating its lease liability, as the renewal options allow it to maintain operational flexibility and the Company is not reasonably certain it will exercise these renewal options at the time of the lease commencement.
121

In April 2025, the Company entered into a lease amendment for its office and lab space of approximately 163,000 square feet in Redwood City, California, the Redwood City lease, and extended the lease terms by additional 3.1 to 6.0 years to December 31, 2030, and December 31, 2031. The Company accounted for this amendment as a lease modification by remeasuring the ROU assets and lease liabilities as of the effective date, and recorded additional ROU assets and lease liabilities of $ 35.4  million, respectively. In addition, the Redwood City lease has been classified as an operating lease. The Company estimated the incremental borrowing rate of 7.98 % to determine the present value of lease payments for the Redwood City lease using market yield curves based on similar terms and the Company's credit rating.
Operating lease expense for the years ended December 31, 2025, 2024 and 2023, was $ 33.6  million, $ 31.1  million and $ 29.7  million, respectively, which includes both lease and non-lease components (primarily common area maintenance charges and property taxes).

As of December 31,
2025 2024

Weighted-average remaining lease term (in years)
6.7 7.5
Weighted-average discount rate
4.50   % 3.82   %

The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2025:

Year Ending December 31,
(in thousands)
2026 $ 33,786  
2027 35,344  
2028 35,198  
2029 34,443  
2030 34,809  
2031 and thereafter
64,148  
Total operating lease payments 237,728  
Less: imputed interest ( 31,586 )
Total operating lease liabilities $ 206,142  

Finance leases are not material to the Company's consolidated financial statements.

9. Commitments and Contingencies
Indemnification Agreements
The Company has entered into indemnification agreements with certain directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no such matters have arisen and the Company does not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on its financial positions, results of operations or cash flows. Accordingly, the Company has not recorded a liability related to such indemnifications as of December 31, 2025.
Legal Proceedings
In addition to commitments and obligations incurred in the ordinary course of business, from time to time the Company may be subject to a variety of claims and legal proceedings, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations and other matters. For example, the Company has received, and may in the future continue to receive letters, claims or complaints from others alleging false advertising, patent infringement, violation of employment practices and trademark infringement. The Company has also instituted, and may in the future institute, additional legal proceedings to enforce its rights and seek remedies, such as monetary damages, injunctive relief and declaratory relief. The Company cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on the Company because of diversion of management time and attention as well as the financial costs related to resolving such disputes.
122

Table of Contents

The Company and its affiliates are parties to the legal claims and proceedings described below. The Company is vigorously defending itself against those claims and in those proceedings. Significant developments in those matters are described below. If the Company is unsuccessful in defending, or if it determines to settle, any of these matters, it may be required to pay substantial sums, be subject to injunction and/or be forced to change how it operates its business, which could have a material adverse impact on its financial position or results of operations.
Unless otherwise stated, the Company is unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, it is not reasonably possible for the Company to determine that a loss is probable for a claim, or to reasonably estimate the amount of loss or a range of loss, because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. Many of the matters described are at preliminary stages, raise novel theories of liability or seek an indeterminate amount of damages. It is not uncommon for claims to be resolved over a number of years. The Company reviews loss contingencies at least quarterly to determine whether the loss probability has changed and whether it can make a reasonable estimate of the possible loss or range of loss. When the Company determines that a loss from a claim is probable and reasonably estimable, it records a liability in the amount of its estimate for the ultimate loss. The Company also provides disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability.
Intellectual Property Disputes
In August 2021, TwinStrand Biosciences, Inc., or TwinStrand Biosciences, and the University of Washington filed a patent infringement suit in the United States District Court for the District of Delaware alleging that the Company infringes U.S. Patent Nos. 10,287,631; 10,689,699; 10,752,951; and 10,760,127. The Company answered the complaint in October 2021, denying TwinStrand Biosciences’ allegations and asserted counterclaims of invalidity, unenforceability due to inequitable conduct and infringement of four of the Company’s patents. Discovery in the case has concluded. In October 2023, the District Court dismissed with prejudice TwinStrand’s infringement claims related to U.S. Patent Nos. 10,689,699 and 10,752,951.
On November 14, 2023, a jury verdict was entered in favor of TwinStrand Biosciences and the University of Washington and against the Company. The jury found that the Company willfully infringed U.S. Patent Nos. 10,287,631, or the '631 Patent, and 10,760,127, or the '127 Patent, and awarded TwinStrand Biosciences and the University of Washington $ 83.4  million in damages, representing a 6 % royalty on past sales. As a result, the Company recorded a liability of $ 83.4  million in the fourth quarter of 2023, which was reflected as a charge to other operating expense on its consolidated statements of operations, and as a component of other long-term liabilities on its consolidated balance sheets. Post-trial motions were filed on March 4, 2024, where the Company moved to overturn the jury’s verdict, seek a new trial, and/or amend the judgment, and TwinStrand Biosciences moved for enhanced damages based on the jury’s finding of willful infringement, pre- and post-judgment interest, and a go-forward running royalty. A hearing has been scheduled for May 2026 on the post-trial motions. The Company strongly disagrees with the jury verdict and will vigorously contest the verdict and judgment through post-trial motions in the District Court, and if needed, through appeal to the U.S. Court of Appeals for the Federal Circuit.
Both asserted patents that form the basis of TwinStrand’s verdict are under review at the United States Patent and Trademark Office, or USPTO, with substantial invalidity questions. On January 13, 2026, the USPTO issued an office action in the ongoing ex parte reexamination of the '631 Patent, rejecting all claims of the '631 Patent as invalid in view of several prior art references. On January 23, 2026, the U.S. Court of Appeals for the Federal Circuit held that the USPTO erred when it required the Company to show in an invalidity proceeding for the '127 Patent a motivation to combine and a reasonable expectation of success with regard to a combination of prior art references. The Federal Circuit remanded the case to the USPTO for further proceedings, which should rule on the invalidity of the patent in 2026. All claims of the '127 Patent are subject to this invalidity review.
123

Table of Contents

On June 11, 2024, the Company filed a patent infringement suit against Tempus AI, Inc. or Tempus, in the United States District Court for the District of Delaware alleging that Tempus infringes U.S. Patent Nos. 11,149,306; 9,902,992; 10,501,810; 10,793,916; and 11,643,693. The Company is seeking an injunction to stop Tempus’ infringement and compensatory damages. The case is Guardant Health, Inc. v. Tempus AI, Inc., Case No. 1:24-cv-00687. On October 21, 2024, Tempus moved to dismiss the Company’s suit alleging that some of the asserted patents were invalid. The Company opposed the motion, which is pending. The Court also entered a scheduling order with a trial set for October 2028. On March 14, 2025, Tempus filed a patent infringement lawsuit in the United States District Court for the Southern District of California, alleging that the Company infringes U.S. Patent Nos. 10,957,041; 10,991,097; 11,640,859; and 12,112,839. The patents are generally directed at bioinformatic analysis technology. In May 2025, the court granted the Company's motion to transfer the case to the Northern District of California. On January 21, 2026, the court granted the Company's motion to dismiss Tempus patent infringement lawsuit with prejudice all of the claims in the four asserted Tempus patents because they are directed at patent-ineligible subject matter. On February 9, 2026, the court entered final judgment in the Company’s favor and Tempus has indicated that it will appeal the ruling. The Company maintains that Tempus’ allegations are without merit.
On March 6, 2025, Cold Spring Harbor Laboratory, or CSHL, filed a patent infringement lawsuit against the Company in the United States District Court for the District of Delaware, alleging that Copy Number Variation, or CNV, calling in Guardant360 infringes U.S. Patent No. 10,947,589. The patent is generally directed at gene sequencing and analysis technology. Discovery is ongoing, with a Markman hearing scheduled for April 2, 2026 and trial in April 2027. The Company maintains that CSHL’s allegations are without merit.
False Advertising Disputes
In May 2021, the Company also filed a lawsuit against Natera, Inc., or Natera, in the United States District Court for the Northern District of California, wherein the Company alleged that Natera is misleading healthcare providers about the performance of the Company’s new oncology test, Guardant Reveal, by suggesting the test is inaccurate and/or insensitive, and inferior to Natera’s Signatera assay. The Company is seeking an injunction to prevent Natera from continuing to make false and misleading statements and to require Natera to take corrective actions. Natera asserted counterclaims of false and misleading statements, false advertising, unlawful trade practices and unfair competition. The Company moved to dismiss Natera’s counterclaims, and in January 2022, the court granted in part and denied in part the Company's motion to dismiss.
On November 25, 2024, after a three-week trial, the jury unanimously found in favor of the Company on all of its claims against Natera for false advertising and unfair competition. The jury awarded the Company $ 292.5  million, including $ 175.5  million in punitive damages. The jury also unanimously rejected all of Natera’s counterclaims against the Company. Both parties have filed post-trial motions. On July 9, 2025, the court granted the Company’s motions for sanctions, awarding approximately $ 3.0  million in attorneys’ fees and ordering the assignment of a special master to evaluate additional punitive sanctions against Natera. On July 28, 2025, the court issued orders on the remaining outstanding post-trial motions, denying Natera’s motion for a new trial and motion for equitable claims. The court also granted in part the Company’s motions, including providing injunctive relief preventing Natera from continuing its false advertising and affirming a total damages award of $ 287.0  million.
On January 13, 2025, Tempus sent the Company a letter alleging that the Company made certain false or misleading statements in its advertising related to Guardant360 and Tempus’ xF+ assay. The Company strongly disagrees with Tempus’ allegations and responded to each allegation. On January 17, 2025, the Company filed a declaratory judgment action against Tempus in the United States District Court for the District of Delaware, seeking to show that Tempus’ allegations are without merit. On March 17, 2025, Tempus responded to the Company’s complaint and filed false advertising counterclaims. Discovery is ongoing and a trial has been set for September 2027.
Other Legal Matters
The Company is currently a defendant in two wage and hour class action lawsuits filed in two separate California Superior Courts alleging violations of various provisions of the California Labor Code, including overlapping claims for failure to pay minimum wage, failure to pay overtime wage, off-the-clock work, meal and rest period violations, failure to reimburse business expenses, failure to pay all wages due upon termination, and failure to provide accurate wage statements. In one of the lawsuits, the plaintiff is also asserting class claims that the Company required employees to sign agreements containing an unlawful post-employment non-compete/non-solicitation clause restraining their engagement in a lawful trade or business. The plaintiffs in both actions seek class certification on behalf of similarly situated employees employed by the Company in California during the relevant statutory period. Each complaint seeks unspecified monetary damages, penalties, interest, and attorneys’ fees. The Company denies the allegations. At this stage of the proceedings, the court has not certified the case as a class action, and formal
124

Table of Contents

discovery has not yet commenced in either action. At this early stage of the litigation, the outcome of these two pending matters remains uncertain.

10. Common Stock
The Company’s common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors, or the Board of Directors. As of December 31, 2025 and 2024, no dividends on the Company’s common stock had been declared by the Board of Directors.
The Company’s common stock has been reserved for the following potential future issuances:

As of December 31,
2025 2024
Shares underlying outstanding stock options
4,548,494   4,631,750
Shares underlying unvested restricted stock units 6,315,213   7,020,251

Shares underlying unvested performance-based restricted stock units 1,280,838   1,290,684
Shares available for issuance under the 2018 Incentive Award Plan
9,811,870   8,079,498
Shares available for issuance under the 2018 Employee Stock Purchase Plan 2,833,178   2,208,577
Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan 3,369,319   3,916,766  
Total 28,158,912 27,147,526

Equity Offering
In May 2023, the Company completed a follow-on underwritten public offering, in which it issued and sold 14,375,000 shares of its common stock at a price of $ 28.00 per share, and received net proceeds of $ 381.4  million after deducting underwriting discounts and commissions and other offering costs of $ 21.1  million.
In December 2023, the Company completed a registered direct offering with an investment management firm, in which it issued and sold 3,387,446 shares of its common stock at a price of $ 26.77 per share, and received net proceeds of $ 90.6  million.
In November 2025, the Company completed a follow-on underwritten public offering, in which it issued and sold 2,856,981 shares of its common stock, and reissued and sold 976,351 shares of its treasury stock, at a price of $ 90.00 per share. The Company received net proceeds of $ 327.3  million after deducting underwriting discounts and commissions and other offering costs of $ 17.7  million.
Treasury stock repurchase and reissuance
In February 2025, in connection with the Note Exchange Transaction, the Company repurchased $ 45.0  million of shares of its common stock through a financial intermediary at a price of $ 46.09 per share. The repurchased common stock was accounted for as treasury stock at cost, and recorded as a reduction of the Company's stockholders’ equity on the consolidated balance sheets. In November 2025, as part of the follow-on underwritten public offering, the Company reissued all of its treasury stock and recorded a gain of $ 42.9  million included in its additional paid-in capital on the consolidated balance sheets.
At-The-Market Offering Program
In August 2024, the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with Jefferies LLC, or the Agent, with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having aggregate gross proceeds of up to $ 400.0  million through the Agent, subject to the terms and conditions of the Sales Agreement. As of December 31, 2025, no shares of the Company's common stock have been sold under the Sales Agreement.
125

Table of Contents

11. Stock-Based Compensation
2012 Stock Plan and 2018 Incentive Award Plan
In June 2012 and September 2018, the Company’s Board of Directors adopted and its stockholders approved the Company’s 2012 Stock Plan (as amended and restated), or the 2012 Plan, and the Company’s 2018 Incentive Award Plan, or the 2018 Plan, respectively, under which the Company may grant cash and equity incentive awards to its employees and non-employees. Upon effectiveness of the 2018 Plan in connection with the IPO in October 2018, the 2012 Plan was terminated and 508,847 shares reserved under the 2012 Plan were forfeited. Any outstanding awards granted under the 2012 Plan remain outstanding, subject to the terms of the 2012 Plan and applicable award agreement, and further cancellation of awards granted under the 2012 Plan are not available for grant in the future. No further grants will be made under the 2012 Plan. The number of shares of common stock available for issuance under the 2018 Plan may be increased on January 1 of each calendar year beginning in 2019 and ending in 2028 by an amount equal to the least of (i) 3,689,000 shares, (ii) four percent of the shares of common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and (iii) such smaller number of shares as determined by the Company’s Board of Directors.
2023 Employment Inducement Incentive Award Plan
In August 2023, the Company’s Board of Directors adopted the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, under which the Company may exclusively grant awards to its new employees as an inducement material to the employee’s entry into employment with the Company. The 2023 Plan was approved by the Company's Board of Directors without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules.
Stock Option Activity
A summary of the Company’s stock option activity and related information is as follows:
126

Table of Contents

Options Outstanding
Shares
Available for Grant  Shares Subject to Options Outstanding Weighted-Average Exercise Price  Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value

(in thousands)
Balance as of January 1, 2023
5,438,296   3,402,574   $ 34.34   6.8 $ 39,749  
2018 Plan annual increase (1)
3,689,000   — 
Shares authorized under the 2023 Plan 5,000,000   — 
Granted ( 1,000,760 ) 1,000,760   30.80  
Exercised —  ( 51,124 ) 7.93  
Canceled 338,570   ( 339,307 ) 58.45  
Restricted stock units granted ( 2,436,947 ) — 
Restricted stock units canceled
1,049,447   — 
Performance-based restricted stock units granted ( 126,041 ) — 
Performance-based restricted stock units canceled 51,829   — 
Balance as of December 31, 2023
12,003,394   4,012,903   31.76   6.6 39,115  
2018 Plan annual increase (1)
3,689,000   — 
Granted ( 1,440,273 ) 1,440,273   27.07  
Exercised —  ( 609,495 ) 5.12  
Canceled 211,931   ( 211,931 ) 49.71  
Restricted stock units granted ( 5,004,910 ) — 
Restricted stock units canceled
1,164,260   — 
Market-based restricted stock units canceled 2,260,764   — 
Performance-based restricted stock units granted ( 913,829 ) — 
Performance-based restricted stock units adjusted for performance achievement
( 48,234 ) — 
Performance-based restricted stock units canceled 74,161   — 
Balance as of December 31, 2024
11,996,264   4,631,750   32.98   7.1 35,980  
2018 Plan annual increase (1)
3,689,000   — 

Granted ( 649,423 ) 649,423   45.23  
Exercised —  ( 627,325 ) 30.64  
Canceled 105,354   ( 105,354 ) 42.81  
Restricted stock units granted ( 2,842,050 ) — 
Restricted stock units canceled
1,142,190   — 

Performance-based restricted stock units granted ( 293,981 ) — 
Performance-based restricted stock units adjusted for performance achievement
( 144,972 ) — 
Performance-based restricted stock units canceled 178,807   — 
Balance as of December 31, 2025
13,181,189   4,548,494   $ 34.83   6.4 $ 310,466  
Vested and Exercisable as of December 31, 2025
2,878,206   $ 34.25   5.1 $ 199,675  

(1) Effective as of January 1, 2023, 2024 and 2025, an additional 3,689,000  shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of the automatic annual increase provision therein.
127

Table of Contents

Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised was $ 33.2 million, $ 9.4 million and $ 1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The weighted-average grant date fair value of options granted was $ 28.32 , $ 17.20 and $ 19.90 per share for the years ended December 31, 2025, 2024 and 2023, respectively.
Future stock-based compensation for unvested options as of December 31, 2025 was $ 31.6 million, which is expected to be recognized over a weighted-average period of 1.7 years.
Restricted Stock Units
A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units and related information is as follows:

Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value

Balance as of January 1, 2023
3,687,888   $ 60.70  
Granted 2,436,947   26.62  
Vested and released ( 728,603 ) 60.07  
Canceled ( 1,049,447 ) 56.85  
Balance as of December 31, 2023
4,346,785   42.63  
Granted 5,004,910 25.94  
Vested and released ( 1,167,184 ) 46.36  
Canceled ( 1,164,260 ) 42.61  
Balance as of December 31, 2024
7,020,251 30.11  
Granted 2,842,050 47.56  

Vested and released ( 2,404,898 ) 32.69  
Canceled ( 1,142,190 ) 32.47  
Balance as of December 31, 2025
6,315,213 $ 36.56  

Future stock-based compensation for unvested restricted stock units as of December 31, 2025 was $ 179.6 million, which is expected to be recognized over a weighted-average period of  1.9 years.
Performance-based Restricted Stock Units
Since November 2020, the Compensation Committee of the Board of Directors started to approve, and the Company started to grant performance-based restricted stock units, or PSUs, to its employees and non-employees. The PSUs granted consist of financial and/or operational metrics to be met over a performance period of approximately 1.0 to 3.0 years and an additional service period requirement of up to 2.0 years after the performance metrics are met. In addition, granted units might be adjusted when certain performance metrics are met. The PSUs are expected to be expensed over a period of approximately 1.0 to 3.1 years subject to meeting the respective performance metrics and service requirements.
In November 2020 and May 2021, and as part of these PSU programs, the Company granted PSUs consisting of a performance period of 4 years combined with an additional service period requirement of six months should the vesting criteria be met with a grant date fair value of $ 113.40 per share and $ 148.19 per share, respectively. Before 2024, no compensation expense for these PSUs had been recorded since the achievement of the performance metrics did not meet the criteria for accrual. In 2024, the performance metrics of these PSUs were considered to be achieved; as such the Company recorded $ 24.8  million in stock-based compensation expense related to these PSUs, based on 219,161 shares granted with fair values of $ 113.40 per share and $ 148.19 per share. In the first quarter of 2025, these PSUs were vested after the additional six months service requirements were fulfilled.

128

Table of Contents

A summary of the Company’s PSU activity and related information is as follows:

Performance-based Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value

Balance as of January 1, 2023
341,713   $ 110.64  
Granted 126,041   32.84  
Vested and released ( 3,435 ) 32.86  
Canceled ( 51,829 ) 80.91  
Balance as of December 31, 2023
412,490   91.25  
Granted 913,829   18.73  
Vested and released ( 9,708 ) 94.73  
Adjusted for performance achievement
48,234   32.84  
Canceled ( 74,161 ) 102.14  
Balance as of December 31, 2024
1,290,684   37.07  
Granted 293,981   49.21  
Vested and released ( 269,992 ) 69.33  
Adjusted for performance achievement
144,972   19.29  
Canceled ( 178,807 ) 63.34  
Balance as of December 31, 2025
1,280,838 $ 27.38  

Stock-based compensation recorded for the PSUs for the years ended December 31, 2025, 2024 and 2023 was $ 19.4 million, $ 33.3 million and $ 2.6 million, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of December 31, 2025 was $ 24.4 million, which is expected to be recognized over a weighted-average period of 1.8 years.
Market-based Restricted Stock Units
In May 2020, the Board of Directors approved and granted 1,695,574 market-based restricted stock units, or MSUs, under the 2018 Plan to each of the Company's Co-Chief Executive Officers, which is subject to the achievement of market-based share price goals established by the Board of Directors. The MSUs consist of three separate tranches and the vesting of each tranche is subject to the Company's common stock closing price being maintained at or above a predetermined share price goal for a period of 30 consecutive calendar days. The grant date fair values of the MSUs were determined using a Monte Carlo valuation model for each tranche. The related stock-based compensation expense for each tranche was recognized based on an accelerated attribution method over the estimated derived service period, which was the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model. The weighted-average grant date fair value of the MSUs was $ 67.00 per share and the weighted-average derived service period was estimated to be in the range of 0.83 - 2.07 years.
All three tranches of the MSUs were fully expensed as of June 30, 2022. No MSUs were granted, vested or canceled during the year ended December 31, 2023. As of December 31, 2023, 2,260,764 shares of the MSUs, with a weighted-average grant date fair value of $ 65.20 per share, were outstanding under the 2018 Plan. In March 2024, the Board of Directors approved to cancel the unvested MSUs and concurrently approved to grant new awards to the Co-Chief Executive Officers, which was accounted for as a modification, however no stock-based compensation expense was reversed as the Company's Co-Chief Executive Officers had fulfilled the service requirement.
129

Table of Contents

Stock‑Based Compensation Expense
The following table presents the effect of employee and non‑employee related stock‑based compensation expense:

Year Ended December 31,
2025 2024 2023

(in thousands)
Cost of revenue
$ 10,699   $ 9,365   $ 6,465  
Research and development expense
50,937   50,566   34,682  
Sales and marketing expense
44,724   36,479   24,764  
General and administrative expense
59,857   44,001   24,848  
Total stock-based compensation expense
$ 166,217   $ 140,411   $ 90,759  

Valuation of Stock Options
The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:

Year Ended December 31,
2025 2024 2023

Expected term (in years)
5.50 – 6.10
5.50 – 6.09
5.50 – 6.10

Expected volatility
65.4 % – 67.2 %
67.4 % – 69.4 %
69.3 % – 70.5 %

Risk-free interest rate
3.7 % – 4.3 %
3.8 % – 4.5 %
3.4 % – 4.5 %

Expected dividend yield
— %
— %
— %

The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of common stock of the Company, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows:
Fair Value of Common Stock
The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the Nasdaq Global Select Market.
Expected Term
The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.
Expected Volatility
Prior to the commencement of trading of the Company’s common stock on the Nasdaq Global Select Market on October 4, 2018 in connection with its IPO, there was no active trading market for the Company’s common stock. Due to limited historical data for the trading of the Company’s common stock, for awards granted prior to fiscal year 2025, expected volatility was estimated based on the average volatility for comparable publicly traded peer group companies in the same industry plus the Company's expected volatility for the available periods. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty. As sufficient historical trading data became available, for awards granted since fiscal year 2025, the Company estimates expected volatility based on its own historical stock price volatility.
Risk-Free Interest Rate
The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.
130

Table of Contents

Expected Dividend Yield
The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero .
2018 Employee Stock Purchase Plan
In September 2018, the Company’s Board of Directors adopted and its stockholders approved the 2018 Employee Stock Purchase Plan, or the ESPP. A total of 922,250 shares of common stock were initially reserved for issuance under the ESPP. On the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028, the number of shares of common stock available for issuance under the ESPP may be increased by the least of (i) 1,106,700 shares, (ii) 1 % of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and (iii) such smaller number of shares as determined by the Company’s Board of Directors.
Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to  10 % of their earnings for the purchase of the Company’s common stock at a discounted price per share. The price at which common stock is purchased under the ESPP is equal to  85 % of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate  six-month offering periods beginning on May 15 and November 15 of each year.
Shares of common stock purchased under the ESPP were 482,099 , 577,758 and 464,870 , for the years ended December 31, 2025, 2024 and 2023, respectively.
The grant date fair value of the stock purchase rights granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model. The following valuation assumptions used were substantially consistent with the assumptions used to value stock options with the exception of the expected term which was based on the term of each purchase period:

Year Ended December 31,
2025 2024 2023

Expected term (in years) 0.50
0.50
0.50

Expected volatility 59.5 % – 69.0 %
62.7 % – 64.2 %
51.5 % – 76.6 %

Risk-free interest rate 3.8 % – 4.3 %
4.4 % – 5.4 %
5.2 % – 5.4 %

Expected dividend yield — %
— %
— %

The total compensation expense related to the ESPP was $ 5.8 million, $ 4.7 million and $ 5.1 million, for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, the unrecognized stock-based compensation expense related to the ESPP was $ 3.3 million , which is expected to be recognized over the remaining term of the offering period of 0.4 years.

12. Net Loss Per Share
The following table sets forth the computation of the basic and diluted net loss per share:

Year Ended December 31,
2025 2024 2023

(in thousands, except per share data)

Net loss, basic and diluted
$ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 )
Net loss per share, basic and diluted
$ ( 3.32 ) $ ( 3.56 ) $ ( 4.28 )
Weighted-average shares used in computing net loss per share, basic and diluted
125,374   122,745   111,988  

131

Table of Contents

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect:

Year Ended December 31,
2025 2024 2023

(in thousands)

Stock options
4,910   3,990   3,566  
Restricted stock units 7,283   5,199   3,474  
MSUs —   484   2,261  
PSUs 1,258   1,125   389  
ESPP obligation 170   209   176  

Convertible senior notes 12,489   8,225   8,225  
Total 26,110   19,232   18,091  

13. Income Taxes
The components of (loss) income before (benefit from) provision for income taxes are as follows:

Year Ended December 31,
2025 2024 2023

(in thousands)

United States $ ( 413,482 ) $ ( 437,179 ) $ ( 481,405 )
Foreign ( 4,058 ) 2,090   2,641  
Total $ ( 417,540 ) $ ( 435,089 ) $ ( 478,764 )

The components of the (benefit from) provision for income taxes are as follows:

Year Ended December 31,
2025 2024 2023

(in thousands)

Current:
State $ 90 $ 126 $ 35  
Foreign 352 871 1,191  
Total current tax expense
442 997 1,226  
Deferred:

Foreign ( 1,705 ) 287 ( 541 )
Total deferred tax expense
( 1,705 ) 287 ( 541 )
Total (benefit from) provision for income taxes
$ ( 1,263 ) $ 1,284 $ 685  

132

Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows:

As of December 31,
2025 2024

(in thousands)
Deferred tax assets:
Net operating losses carryforwards
$ 491,136   $ 422,990  
Net operating losses - foreign
3,842   —  
Capitalized research and development costs 134,447   118,340  
Property, equipment and intangible assets 18,175   14,429  
Accruals and reserves
47,906   42,043  
Research and development credits
80,954   71,330  
Stock-based compensation
4,642   12,923  
Lease liabilities
51,852   49,538  
Other
7,010   2,379  
Total deferred tax assets
839,964   733,972  
Deferred tax liabilities:
IPR&D
( 4,791 ) —  
Right-of-use asset ( 39,964 ) ( 36,426 )

Other ( 225 ) ( 313 )
Total deferred tax liabilities
( 44,980 ) ( 36,739 )
Less: valuation allowance ( 788,795 ) ( 696,473 )
Net deferred tax assets $ 6,189   $ 760  
    
133

The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company's income tax expense for the year ended December 31, 2025 in accordance with the new guidance in ASU No. 2023-09:

Year Ended December 31,
2025

(in thousands)
Tax at the statutory federal rate $ ( 87,683 ) 21.0   %
State and local income taxes, net of federal benefit *
60   —   %
Foreign tax effects ( 500 ) 0.1   %
Tax credits:

Research and development credits ( 6,900 ) 1.6   %
Changes in valuation allowance
81,080   ( 19.4 ) %
Nontaxable or nondeductible items:

Stock-based compensation
( 6,520 ) 1.5   %
Nondeductible executive compensation
11,797   ( 2.8 ) %
Other 4,268   ( 1.0 ) %
Changes in unrecognized tax benefits
3,057   ( 0.7 ) %
Other adjustments:

Other
78   —   %
Total benefit from income taxes
$ ( 1,263 ) 0.3   %

* State taxes in California made up the majority (greater than 50 %) of the tax effect in this category.
The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company’s income tax expense for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU No. 2023-09:

Year Ended December 31,
2024 2023

(in thousands)
Taxes at the statutory federal rate $ ( 91,369 ) $ ( 100,553 )
Change in valuation allowance 92,726   114,707  
Stock-based compensation 12,012   8,077  
Research and development credits ( 11,000 ) ( 14,549 )
State taxes, net of federal benefits
( 15,918 ) ( 19,117 )
Prior period true-up 7,962   8,212  
Other
6,871   3,908  
Total provision for income taxes
$ 1,284   $ 685  

The Company’s actual tax expense differed from the statutory federal income tax expense using a tax rate of 21% for the years ended December 31, 2025, 2024 and 2023, primarily due to the change in valuation allowance, nondeductible expenses, research and development tax credits, state and foreign income taxes, and withholding taxes.
As of December 31, 2025 and 2024, the Company had net operating loss carryforwards of $ 1.9 billion and $ 1.6 billion for federal purposes, and $ 1.6 billion and $ 1.4 billion for state and local purposes, respectively, which may be subject to limitations as described below. If not utilized, $ 1.8 billion of these carryforwards could be carried forward indefinitely and the remaining will begin to expire in 2031 for federal purposes, and these carryforwards will begin to expire in 2026 for state and local purposes. Federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses could be limited. Some but not all states conform to the federal treatment of net operating losses. As of December 31, 2025, the Company had foreign net operating loss carryforwards of $ 15.3 million, the majority of which are indefinite lived. As of December 31, 2024, the Company had zero foreign net operating loss carryforwards.
134

As of December 31, 2025, the Company had federal and state research and development tax credit carryforwards of $ 53.7 million, net of reserve of $ 28.9 million, and $ 34.5 million, net of reserve of $ 18.6 million, respectively. As of December 31, 2024, the Company had federal and state research and development tax credit carryforwards of $ 47.9 million, net of reserve of $ 25.8 million, and $ 29.7 million, net of reserve of $ 16.0 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in the year 2032. The Company’s state research and development tax credit carryforwards do not expire.
Utilization of the net operating loss, or NOL, carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. Current laws impose substantial restrictions on the utilization of NOL carryforwards and credits in the event of an “ownership change” within a three-year period as defined by the Internal Revenue Code Section 382, or Section 382. If there should be an ownership change, the Company’s ability to utilize its NOL carryforwards and credits could be limited. The Company has not performed a Section 382 analysis.
Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to the Company’s history of U.S. operating losses, the Company believes that the recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net U.S. deferred tax assets. The net change in total valuation allowance was an increase of $ 92.3 million, an increase of $ 92.7 million and an increase of $ 114.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company considers the earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. The Company has not recorded a provision for deferred U.S. federal and state income tax expense and foreign withholding taxes on approximately $ 1.9 million of undistributed earnings of foreign subsidiaries indefinitely reinvested outside the United States. If the foreign earnings are repatriated, the income tax provision would be adjusted in the period the earnings are determined to be no longer indefinitely reinvested outside the United States.
The Company has made an accounting policy election to treat Global Intangible Low-Taxed Income, or GILTI, taxes as a current period expense rather than including these amounts in the measurement of deferred taxes.
The following table presents the Company's income taxes paid (net of refunds received) for the year ended December 31, 2025 in accordance with the new guidance in ASU No. 2023-09:

Year Ended December 31,
2025

(in thousands)
Domestic:

Texas
$ 65  
Other *
82  
Foreign:

Japan
280  
Singapore
55  
India
357  
Other
30  
Total $ 869  

* Including amounts paid to 13 jurisdictions that do not meet the 5% disaggregation threshold, primarily related to extension payments, estimate taxes and tax return payments.
Uncertain Tax Positions
The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of $ 47.8 million and $ 42.1 million as of December 31, 2025 and 2024, respectively, which, if recognized, would not affect the effective income tax rate due to the valuation allowance that currently offsets the deferred tax assets.
135

A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows:

Year Ended December 31,
2025 2024 2023

(in thousands)
Unrecognized tax benefits - Beginning of period $ 42,086   $ 36,946   $ 29,634  
Increases related to current year’s tax positions 232   6,414   8,465  
Increases (decreases) related to prior years’ tax positions
5,501   ( 1,274 ) ( 1,153 )
Unrecognized tax benefits - End of period $ 47,819   $ 42,086   $ 36,946  

The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. During the years ended December 31, 2025, 2024 and 2023, the Company recognized no interest and penalties associated with unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.
Due to the net operating loss carryforwards, all years remain open for income tax examination by tax authorities in the United States, various states and foreign tax jurisdictions in which the Company files tax returns.

14. Employee Benefit Plan
The Company sponsors a defined contribution plan, or a 401(k) plan, and pursuant to its terms, eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100 % of eligible compensation on a pre-tax basis. For the years ended December 31, 2025, 2024 and 2023, the Company contributed $ 9.7 million, $ 7.9 million and $ 7.1 million, respectively, to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan.

15. Segment and Geographic Information
The Company operates as one operating segment, and the Company's chief operating decision makers, or the CODMs, are its Co-Chief Executive Officers. The CODMs review segment financial information presented on a consolidated basis, including revenue, gross profit, operating expenses, net loss and adjusted EBITDA, and considers budget-to-actual variances for the purposes of making operating decisions, assessing financial performance and allocating resources. The CODMs do not evaluate operating segment performance using asset information.
136

Table of Contents

The following table presents a summary of the Company's segment information:

Year Ended December 31,
2025 2024 2023

(in thousands)
Revenue $ 982,021   $ 739,016   $ 563,948  
Less:

Cost of revenue (1)
337,195   279,437   219,065  
Research and development expense (1)
309,178   295,866   329,826  
Sales and marketing expense (1)
448,419   328,064   270,132  
General and administrative expense (1)
146,145   133,352   129,247  
Other segment items (2)
157,361   138,670   95,127  
Net loss $ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 )

(1) Excludes stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, and non-recurring other operating expense.
(2) Includes stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, non-recurring other operating expense, interest income and expense, provision for (benefit from) income taxes, and other income and expense.
The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:

Year Ended December 31,
2025 2024 2023

(in thousands)
United States $ 923,279   $ 697,162   $ 526,524  
International 58,742   41,854   37,424  
Total revenue
$ 982,021   $ 739,016   $ 563,948  

As of December 31, 2025 and 2024, 100 % and 99 %, respectively, of the Company’s long-lived assets and right-of-use assets are located in the United States.
137

Table of Contents

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Evaluation of disclosure controls and procedures
Our management, with the participation of our co-chief executive officers, or Co-CEOs, and chief financial officer, or CFO, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, our Co-CEOs and CFO have concluded that as of December 31, 2025, our disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the SEC, and that such required information is accumulated and communicated to our management, including our Co-CEOs and CFO, as appropriate, to allow timely decisions regarding required disclosures.
Management report on internal control over financial reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our Co-CEOs and CFO, we conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of our assessment under the framework in the Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025. The effectiveness of our internal control over financial reporting as of December 31, 2025, has been audited by an independent registered public accounting firm, as stated in their report included in this section of this Annual Report on Form 10-K.
Changes in internal control
There was no change in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred for the quarter ended December 31, 2025, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations Over Internal Controls
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.
Our internal control over financial reporting includes those policies and procedures that:
(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.
Management, including our Co-CEOs and CFO, do not expect that our internal controls will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any evaluation of the effectiveness of controls in future periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may deteriorate.
138

Table of Contents

Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Guardant Health, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited the internal control over financial reporting of Guardant Health, Inc. and subsidiaries (the "Company") as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated February 19, 2026, expressed an unqualified opinion on those financial statements.
Basis for Opinion
The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company's internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Deloitte & Touche LLP
San Jose, California
February 19, 2026

Item 9B. Other Information
During the fiscal quarter ended December 31, 2025, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:
139

Name and Title of Insider Adoption, Modification or Termination Applicable Date Duration of Trading Arrangement Rule 10b5-1 Trading Arrangement?
(Y / N) (1)
Aggregate Number of Securities Subject to the Trading Arrangement
AmirAli Talasaz , Co-Chief Executive Officer and Director
Adoption 12/5/2025 3/4/2026-6/30/2027 Y 520,000  
John Saia , Chief Legal Officer and Secretary
Adoption 12/16/2025 3/18/2026 - 3/17/2027
Y 30,000  
Musa Tariq , Director
Adoption 12/17/2025 3/18/2026 - 3/16/2027
Y Indeterminable (2)

______________
(1) Denotes whether the trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) when adopted.
(2) Mr. Tariq’s 10b5-1 trading plan provides for the sale of 46.4% of an indeterminable number of shares of our common stock underlying certain restricted stock unit awards that will vest during the duration of the trading arrangement.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.

140

Table of Contents

PART III

Item 10. Directors, Executive Officers and Corporate Governance
The information required by this Item 10 of Form 10-K will be included in our 2026 Proxy Statement to be filed with the SEC in connection with the solicitation of proxies for our 2026 Annual Meeting of Stockholders and is incorporated herein by reference. The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates.

Item 11. Executive Compensation
The information required by this Item 11 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item 12 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions, and Director Independence
The information required by this Item 13 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.

Item 14. Principal Accounting Fees and Services
The information required by this Item 14 of Form 10-K will be included in our 2026 Proxy Statement and is incorporated herein by reference.

PART IV

Item 15. Exhibits, Financial Statement Schedules
(a)      Documents filed as part of this report
(1)      All financial statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
(2)      Financial Statement Schedules
All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes.
(3)      Exhibits required by Item 601 of Regulation S-K
The exhibits listed in the following Index to Exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
141

INDEX TO EXHIBITS

Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
3.1 Amended and Restated Certificate of Incorporation
8-K 001-38683 3.1 10/9/2018
3.2 Amended and Restated Bylaws
8-K 001-38683 3.2 10/9/2018
4.1 Description of Registrant’s Securities Registered under Section 12 of the Exchange Act
10-K 001-38683 4.1 3/2/2020
4.2 Indenture, dated as of November 19, 2020, between Guardant Health, Inc. and U.S. Bank National Association, as trustee
8-K 001-38683 4.1 11/20/2020
4.3
Indenture, dated as of February 14, 2025, between Guardant Health, Inc. and U.S. Bank Trust Company, National Association, as Trustee
10-Q
001-38683 4.1
4/30/2025
4.4
Form of 1.25% Convertible Senior Notes due 2031
10-Q
001-38683 4.2
4/30/2025
4.5
Indenture, dated November 7, 2025, between Guardant Health, Inc. and U.S. Bank Trust Company, National Association
8-K 001-38683 4.1
11/7/2025
4.6
Form of 0.00% Convertible Senior Note due 2033
8-K 001-38683 4.2
11/7/2025
10.1# Amended and Restated 2012 Stock Plan
S-1 333-227206 10.3 9/6/2018
10.1(a)# Form of Notice of Stock Option Grant and Stock Option Agreement under the Amended and Restated 2012 Stock Plan
S-1 333-227206 10.4 9/6/2018
10.2# 2018 Incentive Award Plan
S-8 333-227762 99.2(a) 10/10/2018
10.2(a)# Form of Stock Option Agreement under the 2018 Incentive Award Plan
10-Q
001-38683 10.2
8/7/2024
10.2(b)# Form of Restricted Stock Award Agreement under the 2018 Incentive Award Plan
S-1/A 333-227206 10.9(b) 9/21/2018
10.2(c)# Form of Restricted Stock Unit Award Agreement under the 2018 Incentive Award Plan
10-Q
001-38683 10.3
8/7/2024
10.2(d)# Forms of Performance-Based Restricted Stock Unit Award Agreement under the 2018 Incentive Award Plan
10-Q
001-38683 10.4
8/7/2024
10.3# 2018 Employee Stock Purchase Plan
S-8 333-227762 99.3 10/10/2018
10.3(a)# First Amendment to 2018 Employee Stock Purchase Plan
10-K 001-38683 10.4(a) 3/29/2019
10.4# Amended and Restated Executive Severance Plan
10-Q
001-38683 10.1 8/7/2024

10.5# Non-Employee Director Compensation Program, effective as of June 12, 2020
10-Q 001-38683 10.1 8/6/2020

10.6 Form of Indemnification Agreement between Guardant Health, Inc. and its directors and officers
S-1/A 333-227206 10.8 9/18/2018
10.7 Lease, dated November 1, 2014, by and between the Registrant and Metropolitan Life Insurance Company
S-1 333-227206 10.2 9/6/2018
10.8 First Amendment to Lease, dated October 17, 2017, by and between the Registrant and Metropolitan Life Insurance Company
S-1 333-227206 10.2(a) 9/6/2018
10.9 Second Amendment to Lease, dated March 6, 2019 by and between Registrant and Metropolitan Life Insurance Company
10-Q
001-38683 10.2
4/30/2025
10.10
Third Amendment to Lease, dated April 3, 2025 by and between Registrant and Metropolitan Life Insurance Company
10-Q
001-38683 10.3
4/30/2025

142

Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
10.11
Sublease Agreement, dated July 31, 2020, by and between Guardant Health, Inc. and 3000 Hanover, LLC
10-Q 001-38683 10.1 11/5/2020
10.12§
Supply Agreement, dated September 15, 2014, by and between the Registrant and Illumina, Inc.
S-1 333-227206 10.7 9/6/2018
10.13§
Amendment to Supply Agreement, dated August 11, 2015, by and between the Registrant and Illumina, Inc.
S-1 333-227206 10.7(a) 9/6/2018
10.14§
Amendment #2 to Supply Agreement, dated December 24, 2016, by and between the Registrant and Illumina, Inc.
S-1 333-227206 10.7(b) 9/6/2018
10.15§
Amendment #3 to Supply Agreement, dated August 14, 2017, by and between the Registrant and Illumina, Inc.
S-1 333-227206 10.7(c) 9/6/2018
10.16§
Amendment #4 to Supply Agreement, dated June 26, 2018, by and between the Registrant and Illumina, Inc.
S-1 333-227206 10.7(d) 9/6/2018
10.17§
Amendment #5 to Supply Agreement, dated January 1, 2021, by and between the Registrant and Illumina, Inc.
10-K 001-38683 10.19 2/25/2021
10.18#
Form of letter agreement relating to certain time-based equity awards held by Helmy Eltoukhy and AmirAli Talasaz
10-K 001-38683 10.19 3/29/2019
10.19#
Form of Waiver Letter Agreement
8-K 001-38683 10.2 5/27/2020

10.20
Form of Capped Call Confirmation
8-K 001-38683 10.1 11/20/2020
10.21#
2023 Employment Inducement Award Plan, as approved on August 2, 2023
10-Q 001-38683 10.1 11/6/2023
10.21(a)#
Form of Stock Option Grant Notice and Restricted Stock Unit Grant Notice under the 2023 Employment Inducement Incentive Award Plan
10-Q 001-38683 10.5 8/7/2024
10.22#
Form of Letter Agreement
8-K 001-38683 10.1 3/22/2024
10.23
Open Market Sales Agreement SM by and between the Registrant and Jefferies LLC dated August 23, 2024
8-K 001-38683 1.1
8/23/2024
10.24
2018 Incentive Award Plan Annual Cash Incentive Program
10-K
001-38683 10.22 2/20/2025
19.1
Insider Trading Compliance Policy
*

23.1 Consent of Independent Registered Public Accounting Firm
*
24.1 Power of Attorney (included on the signatures page of this Annual Report on Form 10-K)
*
31.1 Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
31.2 Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
31.3 Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
*
32.1 Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**

143

Incorporated by Reference
Exhibit Number Exhibit Description Form File No. Exhibit Filing Date Filed/Furnished Herewith
32.2 Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
32.3 Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
**
97.1 Policy for Recovery of Erroneously Awarded Compensation
10-K 001-38683 97.1
2/22/2024
101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *
101.SCH Inline XBRL Taxonomy Extension Schema Document *
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document *
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document *
104 Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) *

___________________________
*    Filed herewith.
**    Furnished herewith.
#    Indicates management contract or compensatory plan.
§     Portions of this exhibit (indicated by asterisks) have been omitted pursuant to, a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended, or Item 601(a)(5) of Regulation S-K.

Item 16. Form 10-K Summary
None.

144

Table of Contents

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

GUARDANT HEALTH, INC.

Dated: February 19, 2026 By: /s/ Helmy Eltoukhy
Name: Helmy Eltoukhy
Title: Co-Chief Executive Officer and Chairman of the Board

By: /s/ AmirAli Talasaz
Name: AmirAli Talasaz

Title: Co-Chief Executive Officer and Director

Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Helmy Eltoukhy and AmirAli Talasaz, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:
145

Table of Contents

Signature Title Date
/s/ Helmy Eltoukhy Co-Chief Executive Officer and Chairman of the Board
(Principal Executive Officer) February 19, 2026
Helmy Eltoukhy

/s/ AmirAli Talasaz Co-Chief Executive Officer and Director
(Principal Executive Officer) February 19, 2026
AmirAli Talasaz

/s/ Michael Bell Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer) February 19, 2026
Michael Bell

/s/ Ian Clark Lead Independent Director February 19, 2026
Ian Clark

/s/ Alex M. Azar II
Director February 19, 2026
Alex M. Azar II

/s/ Vijaya Gadde Director February 19, 2026
Vijaya Gadde

/s/ Steve Krognes Director February 19, 2026
Steve Krognes

/s/ Meghan Joyce Director February 19, 2026
Meghan Joyce

/s/ Musa Tariq Director February 19, 2026
Musa Tariq

/s/ Myrtle Potter Director February 19, 2026
Myrtle Potter

/s/ Manuel Hidalgo Medina
Director February 19, 2026
Manuel Hidalgo Medina

/s/ Roberto Mignone
Director February 19, 2026
Roberto Mignone

146