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Guardant Health GH

Guardant Health grants PSUs to Co-CEOs

Item 5.02 Executive or director change

Form
8-K
Filed
Importance
Major
  1. Co-CEOs received 465,413 PSUs (shares paid out if performance goals are met) at target
  2. PSUs tied to TSR relative to S&P 500 over 3-year and 5-year periods
  3. Earned shares depend on performance percentiles, with caps if TSR is negative

Written from the 8-K on EDGAR. AI can make mistakes. Check the filing.

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The reading, claim by claim

  1. The filing includes details about performance-based restricted stock units (PSUs) granted to the company's co-CEOs, Helmy Eltoukhy and AmirAli Talasaz.
  2. The filing states that the PSUs will only be earned if the company's total shareholder return meets or exceeds certain performance requirements over three- and five-year periods.
  3. The board approved the grant of 465,413 PSUs at target for each co-CEO.
  4. The PSUs are designed to align executive pay with long-term value creation and market performance.
  5. The board believes the co-CEOs' continued leadership is critical as the company advances its growth strategy.
  6. The PSUs are structured to incentivize sustained market-leading performance over the next five years.

6 of 6 claims matched the filing text.

For perspective, checked against its own source

From the 10-Q for the quarter ended June 30, 2026

  • The company's gross margin was 65.4%, and its operating margin was -38.5%.
  • Revenue increased by 44.3% compared to the same period a year earlier.

From the filing

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Ap

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2026, the independent members of the Board of Directors1 (the "Board") of Guardant Health, Inc. (the "Company") approved the grant of performance-based restricted stock units1 ("PSU Awards") under the Company's 2018 Incentive Award Plan (the "Plan") to each of the Company's founders and Co-Chief Executive Officers, Helmy Eltoukhy and AmirAli Talasaz1 (the "Co-CEOs"). Each Co-CEO received a grant of 465,413 PSUs at target3 (the "Target PSUs"). These Target PSUs will only be eligible to be earned if the Company's total shareholder return2 ("TSR") relative to the constituents of the S&P 500 Index meets or exceeds certain performance requirements over three-year and five-year performance periods2, as further described below.

Driving Sustained Market-Leading Performance and Stockholder Value Creation

Under the leadership of Drs. Eltoukhy and Talasaz, the Company delivered exceptional returns to stockholders as reflected in a total shareholder return of 275% over the last three fiscal years, outperforming the Nasdaq Biotechnology, Russell 3000 and S&P 500 indices over the same period.

The PSU Awards are intended to align Co-CEOs' pay outcomes with the Company's sustained long-term value creation4 and incentivize market-leading performance over the next five years6. The Board believes that the Co-CEOs' continued leadership is critical as the Company advances its growth strategy5, including commercial scaling, an aggressive multi-year pipeline of new products and enhancements, and continued expansion in an increasingly dynamic and competitive industry.

The Board designed the PSU Awards to be 100% performance-based, with vesting tied to the continued delivery of superior stockholder returns relative to the S&P 500 Index. Any earned shares are subject to additional post-vest holding requirements, further reinforcin

Item 9.01. Financial Statements and Exhibits.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

No.

Description

10.1

Form of 2026 Performance-Based Restricted Stock Unit Agreement for Helmy Eltoukhy and AmirAli Talasaz under the Guardant Health, Inc. 2018 Incentive Award Plan

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

GUARDANT HEALTH, INC.

Date: November 3, 2026

By:

/s/ John G. Saia

John G. Saia

Chief Legal Officer and Corporate Secretary

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Data on this page was fetched . The filing on SEC.gov is the record.