10-Q – 2025-10-29 – gh-20250930.htm

Research and development expenses were $265.9 million for the nine months ended September 30, 2025, compared to $254.2 million for the nine months ended September 30, 2024, an increase of $11.7 million, or 5%. This increase was related to continued investment in the development of our technologies and products, primarily including an increase of $6.0 million in material costs, an increase of $5.9 million in personnel costs, and an increase of $4.4 million in information technology infrastructure costs; partially offset by a decrease of $6.9 million in outside services costs related to clinical studies.
Sales and marketing expense

Nine Months Ended September 30, Change

2025 2024 $
%

(unaudited)

(in thousands)

Sales and marketing
$ 351,279  $ 260,172  $ 91,107  35  %

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Sales and marketing expenses were $351.3 million for the nine months ended September 30, 2025, compared to $260.2 million for the nine months ended September 30, 2024, an increase of $91.1 million, or 35%. This increase was related to commercial team expansion and marketing activities to support the Shield product launch and existing product growth, primarily resulting in an increase of $50.2 million in personnel costs, an increase of $30.1 million in marketing related costs, an increase of $4.8 million in stock-based compensation, an increase of $3.1 million in information technology infrastructure costs, and an increase of $3.0 million in office and administrative costs.
General and administrative expense

Nine Months Ended September 30, Change

2025 2024 $
%

(unaudited)

(in thousands)

General and administrative
$ 150,477  $ 128,243  $ 22,234  17  %

General and administrative expenses were $150.5 million for the nine months ended September 30, 2025, compared to $128.2 million for the nine months ended September 30, 2024, an increase of $22.2 million, or 17%. This increase was primarily due to an increase of $12.8 million in stock-based compensation, and an increase of $9.0 million in information technology infrastructure costs.
Interest income

Nine Months Ended September 30, Change

2025 2024 $
%

(unaudited)

(in thousands)

Interest income
$ 24,063  $ 42,038  $ (17,975) (43) %

Interest income was $24.1 million for the nine months ended September 30, 2025, compared to $42.0 million for the nine months ended September 30, 2024, a decrease of $18.0 million, or 43%. This decrease was primarily due to reduced investment balances and lower available market rates of return on our investment portfolio.
Interest expense

Nine Months Ended September 30, Change

2025 2024 $
%

(unaudited)

(in thousands)

Interest expense
$ (2,717) $ (1,936) $ (781) 40  %

Interest expense was primarily related to the coupon interest, amortization of debt issuance costs, net of amortization of debt premium of our convertible senior notes for the nine months ended September 30, 2025, and 2024. See Note 6, Debt to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on the convertible notes exchange transaction.
Other income (expense), net

Nine Months Ended September 30, Change

2025 2024 $
%

(unaudited)

(in thousands)

Other income (expense), net
$ 7,778  $ (47,272) $ 55,050  (116) %

Other income (expense), net was a $7.8 million income for the nine months ended September 30, 2025, primarily attributable to a gain on extinguishment of convertible notes of $13.7 million related to the convertible notes exchange transaction completed in February 2025, partially offset by an impairment of $5.0 million recorded for one of our non-marketable equity security investments. Other income (expense), net was a $47.3 million expense for the nine months ended September 30, 2024, primarily attributable to $47.2 million of net unrealized and realized losses recorded for our marketable equity security investment in Lunit, Inc. during the period.
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Provision for income taxes

Nine Months Ended September 30, Change

2025 2024 $
%

(unaudited)

(in thousands)

Provision for income taxes
$ 464  $ 568  $ (104) (18) %

Provision for income taxes was immaterial for the nine months ended September 30, 2025, and 2024.

Liquidity and capital resources
We have incurred losses and negative cash flows from operations since our inception, and as of September 30, 2025, we had an accumulated deficit of $2.9 billion. We expect to incur additional operating losses in the near future and our operating expenses will increase as we continue to invest in clinical studies and develop new products, expand our sales organization, and increase our marketing efforts to drive market adoption of our tests. As demand for our tests are expected to continue to increase from physicians and biopharmaceutical companies, we anticipate that our capital expenditure requirements could also increase if we require additional laboratory capacity.
We have funded our operations to date principally from the sales of our common stock, issuances of convertible notes and generation of our revenue. As of September 30, 2025, we had cash, cash equivalents and restricted cash of $689.5 million. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to provide liquidity while ensuring capital preservation.
Based on our current business plan, we believe our current cash, cash equivalents and restricted cash and anticipated cash flows from operations, will be sufficient to meet our anticipated cash requirements for more than 12 months from the date of this Quarterly Report on Form 10-Q. We may consider raising additional capital to expand our business, to pursue strategic investments, to take advantage of financing opportunities or for other reasons. As our revenue is expected to grow long-term, we expect our accounts receivable and inventory balances to increase. Any increase in accounts receivable and inventory may not be completely offset by increases in accounts payable and accrued liabilities, which could impact our working capital balances.
If our available cash, cash equivalents and restricted cash and anticipated cash flows from operations are insufficient to satisfy our liquidity requirements because of lower demand for our products as a result of lower than currently expected rates of reimbursement from our customers or other risks described in this Quarterly Report on Form 10-Q and in our Form 10-K for the year ended December 31, 2024, we may seek to sell additional common or preferred equity or convertible debt securities, enter into a credit facility or another form of third-party funding or seek other debt financing. The sale of equity and convertible debt securities may result in dilution to our stockholders and, in the case of preferred equity securities or convertible debt, those securities could provide for rights, preferences or privileges senior to those of our common stock. The terms of debt securities issued or borrowings pursuant to a credit agreement could impose significant restrictions on our operations. If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights to our platform technologies or products or grant licenses on terms that are not favorable to us. Additional capital may not be available to us on reasonable terms, or at all.
At-The-Market Offering Program
In August 2024, we 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 we may offer and sell, from time to time at our sole discretion, shares of our 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 September 30, 2025, no shares of our common stock have been sold under the Sales Agreement.
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Cash flows
The following table summarizes our cash flows for the periods presented:

Nine Months Ended September 30,
2025 2024

(unaudited)

(in thousands)

Net cash used in operating activities $ (158,387) $ (175,345)
Net cash provided by (used in) investing activities $ 277,865  $ (271,838)
Net cash (used in) provided by financing activities $ (60,895) $ 1,939 

Operating activities
Cash used in operating activities during the nine months ended September 30, 2025, was $158.4 million, which resulted from a net loss of $287.8 million, and changes in our operating assets and liabilities of $46.7 million, partially offset by reconciliation adjustments of $176.1 million. Reconciliation adjustments primarily consisted of $123.0 million of stock-based compensation, $29.7 million of depreciation and amortization, $25.0 million of operating lease costs, $7.7 million of interest income received on marketable debt securities, and $5.0 million of impairment on non-marketable equity security investments, partially offset by $13.7 million of gain on extinguishment of convertible notes. The changes in our operating assets and liabilities were primarily the results of a $28.0 million payment of operating lease liabilities net of receipt of tenant improvement allowance, a $19.4 million increase in inventory, net, a $8.6 million increase in prepaid expenses and other current assets, net, and a $6.0 million increase in accounts receivable, net, partially offset by a $15.5 million increase in deferred revenue.
Cash used in operating activities during the nine months ended September 30, 2024 was $175.3 million, which resulted from a net loss of $325.4 million, and changes in our operating assets and liabilities of $58.0 million, partially offset by reconciliation adjustments of $208.1 million. Reconciliation adjustments primarily consisted of $104.0 million of stock-based compensation, $47.2 million of net unrealized and realized losses on marketable equity security investment in Lunit, Inc., $31.9 million of depreciation and amortization, and $23.4 million of operating lease costs. The changes in our operating assets and liabilities were primarily the result of a $27.0 million payment of operating lease liabilities net of receipt of tenant improvement allowance, a $19.8 million decrease in accounts payable and accrued liabilities, a $10.3 million increase in inventory, net, and a $9.2 million increase in prepaid expenses and other current assets, net, partially offset by a $9.6 million increase in deferred revenue.
Investing activities
Cash provided by investing activities during the nine months ended September 30, 2025, was $277.9 million, which resulted primarily from maturities of marketable debt securities of $307.3 million, partially offset by purchases of property and equipment of $20.5 million, and purchases of non-marketable equity securities of $9.0 million.
Cash used in investing activities during the nine months ended September 30, 2024, was $271.8 million, which resulted primarily from purchases of marketable debt securities of $307.3 million, purchases of property and equipment of $16.2 million, and purchase of non-marketable equity securities of $2.5 million, partially offset by maturities of marketable debt securities of $35.0 million, and sales of marketable equity security investment in Lunit, Inc. of $19.2 million.
Financing activities
Cash used in financing activities during the nine months ended September 30, 2025, was $60.9 million, which was primarily attributable to repurchase of treasury stock of $45.0 million, employee taxes paid related to net share settlement of restricted stock units of $25.2 million, and payment of debt issuance costs of $12.3 million, partially offset by proceeds from issuances of common stock under our employee stock purchase plan of $7.7 million, proceeds from exercise of stock options of $6.0 million, and proceeds from unwinding of convertible note hedges of $5.0 million.
Cash provided by financing activities during the nine months ended September 30, 2024, was $1.9 million, which was primarily attributable to proceeds from issuances of common stock under our employee stock purchase plan of $7.2 million, and proceeds from exercise of stock options of $2.6 million, partially offset by employee taxes paid related to net share settlement of restricted stock units of $7.7 million.
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Critical accounting policies and estimates
We have prepared our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, or GAAP. Our preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, expenses and related disclosures at the date of the consolidated financial statements, as well as revenue and expenses recorded during the reporting periods. We evaluate our estimates and judgments on an ongoing basis. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results could therefore differ materially from these estimates under different assumptions or conditions.
Our significant accounting policies are described in more detail in Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q and in Item 7, “ Management's Discussion and Analysis of Financial Condition and Results of Operations ”, in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. During the three and nine months ended September 30, 2025, there were no material changes to our critical accounting policies from those discussed previously.

Recent accounting pronouncements
See Note 2, Summary of Significant Accounting Policies , to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.

Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
Interest rate risk
We are exposed to market risk for changes in interest rates related primarily to our cash, cash equivalents, restricted cash, and our indebtedness. As of September 30, 2025, we had cash, cash equivalents and restricted cash of $689.5 million held primarily in cash deposits and money market funds. Our primary exposure to market risk is interest income sensitivity, which is affected by changes in the general level of the interest rates in the United States. As of September 30, 2025, a hypothetical 100 basis point increase or decrease in interest rates would have resulted in an immaterial decline or increase of the fair value of our investments. This estimate is based on a sensitivity model that measures market value changes when changes in interest rates occur.
Foreign currency risk
The majority of our revenue is generated in the United States. Through September 30, 2025, we have generated an insignificant amount of revenue denominated in foreign currencies. As we expand our presence in the international market, our results of operations and cash flows are expected to increasingly be subject to fluctuations due to changes in foreign currency exchange rates and may be adversely affected in the future due to changes in foreign exchange rates. As of September 30, 2025, the effect of a hypothetical 10% change in foreign currency exchange rates would not be material to our financial condition or results of operations. To date, we have not entered into any hedging arrangements with respect to foreign currency risk. As our international operations grow, we will continue to reassess our approach to manage our risk relating to fluctuations in currency rates.

Item 4. Controls and Procedures
Evaluation of disclosure controls and procedures
Our Co-Chief Executive Officers, or Co-CEOs, and our Chief Financial Officer, or CFO with the participation of other members of our management, have evaluated the effectiveness of our “disclosure controls and procedures” (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act) as of September 30, 2025 , and our Co-CEOs and our CFO have concluded that our disclosure controls and procedures are effective based on their evaluation of these controls and procedures as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15.
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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 during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Limitations on effectiveness of controls and procedures
Our management, including our Co-CEOs and our CFO, believes that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
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PART II—OTHER INFORMATION

Item 1. Legal Proceedings
The information under the caption “ Commitments and Contingencies – Legal Proceedings ” in Note 8 to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, concerning certain legal proceedings in which we are involved, is hereby incorporated by reference. The resolution of any such legal proceeding is subject to inherent uncertainty and could have a material adverse effect on our financial condition, cash flows or results of operations.

Item 1A. Risk Factors
Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry as well as risks that affect businesses in general. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should consider carefully the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 20, 2025. The risks and uncertainties disclosed in such Annual Report and in this Quarterly Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price. During the third quarter of fiscal 2025, there were no material changes to our previously disclosed risk factors.
These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “ Financial Statements ” and Part I, Item 2, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” of this Quarterly Report. Because of such risk factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.

Item 3. Defaults Upon Senior Securities.
Not applicable.

Item 4. Mine Safety Disclosures.
Not applicable.

Item 5. Other Information.
Insider trading arrangements
During the fiscal quarter ended September 30, 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:

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

Terilyn Juarez Monroe , Chief People Officer
Adoption 8/2/2025 10/31/2025 – 5/3/2026
Y Indeterminable (2)

AmirAli Talasaz , Co-Chief Executive Officer and Director (3)
Termination
8/26/2025 5/1/2025 – 4/30/2026
Y
540,000

______________
(1) Denotes whether the trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) when adopted.
(2) Ms. Monroe’s 10b5-1 trading plan provides for the sale of (i) 30,000 shares of our common stock upon exercise of stock options plus (ii) an indeterminable number of shares of our common stock underlying certain restricted stock unit and performance share unit awards that will vest during the duration of the trading arrangement.
(3) The plan was adopted by a trust as to which Mr. Talasaz has voting and dispositive power over the shares held by the trust.
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Item 6. Exhibits.

Exhibit Number 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

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
**
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
**
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.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized

GUARDANT HEALTH, INC.

Dated: October 29, 2025 By: /s/ Helmy Eltoukhy
Name: Helmy Eltoukhy

Title: Co-Chief Executive Officer
(Principal Executive Officer)

Dated: October 29, 2025 By: /s/ AmirAli Talasaz
Name: AmirAli Talasaz

Title: Co-Chief Executive Officer
(Principal Executive Officer)

Dated: October 29, 2025 By: /s/ Michael Bell
Name: Michael Bell
Title: Chief Financial Officer
(Principal Accounting Officer and Principal Financial Officer)

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