Guardant Health reports $124.36 million net loss for Q3 2026

Cover page 2 changes

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For the quarterly period ended June September 30, 2026

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As of July 24, October 30, 2026, the registrant had 134,196,170 135,285,975 shares of common stock, $0.00001 par value per share, outstanding.

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Unaudited Condensed Consolidated Financial Statements 209 changes

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Condensed Consolidated Balance Sheets (unaudited)

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June September 30, 2026 December 31, 2025

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Prepaid expenses and other current assets net

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Right-of-use assets, net

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Accounts payable $ 93,514 $ 54,442

Accounts payable $ 102,512 $ 54,442

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Preferred stock, par value of $ 0.00001 per share; 10,000,000 shares authorized, no shares issued and outstanding as of June September 30, 2026 and December 31, 2025

Common stock, par value of $ 0.00001 per share; 350,000,000 shares authorized; 133,612,678 134,719,874 and 130,635,301 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

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Condensed Consolidated Statements of Operations (unaudited)

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Three Months Ended June 30, Six Months Ended June 30,

Revenue $ 334,978 $ 232,088 $ 636,643 $ 435,559

September 30, Nine Months Ended

Revenue $ 360,975 $ 265,196 $ 997,618 $ 700,755

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Research and development expense 96,533 87,449 187,571 175,970

Sales and marketing expense 189,954 119,588 359,086 223,904

General and administrative expense 61,660 50,259 119,586 97,211

Research and development expense 100,838 89,957 288,409 265,927

Sales and marketing expense 177,218 127,375 536,304 351,279

General and administrative expense 90,862 53,266 210,448 150,477

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Interest income 10,199 7,560 21,350 16,672

Interest expense ( 1,346 ) ( 983 ) ( 2,693 ) ( 1,774 )

Other income (expense), net 308 ( 25 ) 151 7,826

Interest income 9,749 7,391 31,099 24,063

Interest expense ( 1,345 ) ( 943 ) ( 4,038 ) ( 2,717 )

Other income (expense), net 342 ( 48 ) 493 7,778

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Three Months Ended June 30, Six Months Ended June 30,

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

September 30, Nine Months Ended

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Foreign currency translation adjustments ( 411 ) 937 ( 605 ) 1,710

Other comprehensive (loss) income

Foreign currency translation adjustments 440 ( 533 ) ( 165 ) 1,177

Other comprehensive income (loss) 430 ( 537 ) ( 281 ) 941

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Condensed Consolidated Statements of Stockholders' Deficit (unaudited)

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Three Months Ended June September 30, 2026

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Common stock issued under employee stock purchase plan 126,350 — 10,362 — — 10,362

Balance as of April July 1, 2026

Issuance of common stock upon exercise of stock options 705,702 381,803 — 18,991 18,290 — — 18,991 18,290

Vesting of restricted stock units 1,266,222 725,393 — — — — —

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Stock-based compensation — — 57,725 — — 57,725

Other comprehensive loss

Net loss — — — — ( 120,142 ) ( 120,142 )

Stock-based compensation — — 62,435 — — 62,435

Other comprehensive income — — — 430 — 430

Net loss — — — — ( 124,362 ) ( 124,362 )

Balance as of June September 30, 2026

Three Months Ended June September 30, 2025

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Common stock issued under employee stock purchase plan 310,387 — — 7,680 — — 7,680

Balance as of April July 1, 2025

Issuance of common stock upon exercise of stock options 58,912 117,508 — — 1,557 3,721 — — 1,557 3,721

Vesting of restricted stock units 461,439 410,303 — — — — — —

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Other comprehensive income

Net loss — — — — — ( 99,899 ) ( 99,899 )

Six Months Ended June 30, 2026

Stock-based compensation — — — 42,462 42,808 — — 42,462 42,808

Other comprehensive loss — — — — ( 537 ) — ( 537 )

Net loss — — — — — ( 92,725 ) ( 92,725 )

Balance as of June September 30, 2025

Nine Months Ended September 30, 2026

4 unchanged paragraphs

Issuance of common stock upon exercise of stock options 817,031 1,198,834 — 22,642 40,932 — — 22,642 40,932

Vesting of restricted stock units 2,033,996 2,759,389 — — — — —

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Stock-based compensation — — 105,333 — — 105,333

Net loss — — — — ( 232,217 ) ( 232,217 )

Six Months Ended June 30, 2025

Stock-based compensation — — 167,768 — — 167,768

Other comprehensive loss — — — ( 711 281 ) — ( 711 281 )

Net loss — — — — ( 356,579 ) ( 356,579 )

Balance as of June September 30, 2026

Nine Months Ended September 30, 2025

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Issuance of common stock upon exercise of stock options 103,033 220,541 — — 2,325 6,046 — — 2,325 6,046

Vesting of restricted stock units 1,046,829 1,457,132 — — — — — —

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Stock-based compensation — — — 80,219 — — 80,219

Stock-based compensation — — — 123,027 — — 123,027

Repurchase of treasury stock ( 976,351 ) — ( 45,010 ) — — — ( 45,010 )

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Net loss — — — — — ( 195,058 ) ( 195,058 )

Net loss — — — — — ( 287,783 ) ( 287,783 )

Balance as of June September 30, 2025

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Six Months Ended June 30,

Condensed Consolidated Statements of Cash Flows (unaudited)

Nine Months Ended September 30,

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Depreciation and amortization 19,003 20,278

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and 129 more changes in the filing

Legal proceedings 76 changes

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Both asserted patents that form the basis of TwinStrand's verdict are also under review at On June 16, 2026, the United States Patent and Trademark Office, or USPTO, with substantial invalidity questions. On June 16, 2026, the USPTO issued a final 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 October 14, 2026, on remand, the invalidity USPTO Patent Trial and Appeal Board, or PTAB, ruled that the claims of the '127 Patent in late 2026. Similar were not shown to be invalid despite the '631 Patent, all claims prior art. On November 4, 2026, the USPTO issued a notice withdrawing the reexamination of the '127 '631 Patent. are subject The Company strongly disagrees with the USPTO's rulings and will vigorously contest the PTAB ruling through appeal to an invalidity review. the Federal Circuit.

The Company recorded a liability of $ 83.4 million as of December 31, 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 for the year ended December 31, 2023. To date, the Company has not made any payments related to the judgment or royalties. The Company reassessed its liability as of June 30, 2026 and concluded no adjustment was necessary. Furthermore, in light of the ongoing proceedings and rulings from at the USPTO and pending appeals at the Federal Circuit, and the Company's intent to contest the jury verdict and certain of the District Court's rulings, the Company estimates a range of possible loss through June September 30, 2026 to be between zero and $ 250 270 million.

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, but the Company opposed Court denied the motion. which is pending. The Court also entered a scheduling order with a trial set for October February 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 did not appeal.

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 Nos. 10,947,589 & 12,234,510. The patents are generally directed at gene sequencing and analysis technology. Discovery is ongoing, with a Markman hearing held on April 2, 2026. Trial is scheduled in April 2027. The Company maintains that CSHL's allegations are without merit. In October 2026, CSHL and the Company have agreed to resolve the matter and are in the process of finalizing an agreement. Related to this agreement, the Company recorded a charge in its consolidated statement of operations for the three and nine months ended September 30, 2026, in accordance with ASC 450-20, Loss Contingencies , which was immaterial to its consolidated financial statements.

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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. On June 16, 2026, the Company filed an amended complaint against Tempus alleging Tempus falsely represented numerous aspects of its validation studies. Discovery is ongoing and a trial has been set for September 2027. July 2028.

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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 June September 30, 2026, and December 31, 2025, no dividends on the Company's common stock had been declared by the Board of Directors.

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Shares underlying unvested performance-based restricted stock units 1,590,213 1,586,392 1,280,838

Shares available for issuance under the 2018 Incentive Award Plan 11,827,540 11,940,028 9,811,870

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Total 29,977,235 28,158,912

Total 28,870,039 28,158,912

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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 June September 30, 2026, no shares of the Company's common stock have been sold under the Sales Agreement.

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Exercised — ( 817,031 ) 27.71

Canceled 69,491 ( 69,491 ) 35.47

Exercised — ( 1,198,834 ) 34.14

Canceled 75,938 ( 75,938 ) 35.34

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Balance as of June September 30, 2026

Vested and Exercisable as of June September 30, 2026

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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 $ 73.8 45.3 million and $ 1.3 3.1 million for the three months ended June September 30, 2026, and 2025, respectively, and $ 80.5 125.8 million and $ 2.4 5.5 million for the six nine months ended June September 30, 2026, and 2025, respectively.

No options were granted during the three months ended June September 30, 2026. The weighted-average grant date fair value of options granted was $ 30.62 28.36 per share for the three months ended June September 30, 2025. The weighted-average grant date fair value of options granted was $ 57.40 and $ 27.49 27.54 per share for the six nine months ended June September 30, 2026, and 2025, respectively.

Future stock-based compensation for unvested options as of June September 30, 2026 was $ 19.1 14.4 million, which is expected to be recognized over a weighted-average period of 1.4 1.3 years.

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Granted 1,759,262 89.61

Vested and released ( 1,842,969 ) 35.54

Canceled ( 418,679 ) 42.41

Granted 1,808,914 91.51

Vested and released ( 2,564,541 ) 36.03

Canceled ( 555,794 ) 43.82

Balance as of June September 30, 2026

Future stock-based compensation for unvested restricted stock units as of June September 30, 2026 was $ 254.3 219.0 million, which is expected to be recognized over a weighted-average period of 2.2 2.0 years.

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Granted 598,353 104.80 104.44

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Vested and released ( 191,027 ) 32.62

Vested and released ( 194,848 ) 33.81

Canceled ( 159,657 ) 41.13 41.05

Balance as of June September 30, 2026

Stock-based compensation recorded for the PSUs was $ 11.3 18.1 million and $ 3.6 4.9 million for the three months ended June September 30, 2026, and 2025, respectively, and $ 19.0 37.1 million and $ 7.8 12.7 million for the six nine months ended June September 30, 2026, and 2025, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of June September 30, 2026 was $ 76.4 78.9 million, which is expected to be recognized over a weighted-average period of 2.0 1.7 years.

In November 2026, the independent members of the Board of Directors of the Company approved the grant of PSU awards under the Company's 2018 Plan to each of the Company's founders and Co-Chief Executive Officers, Helmy Eltoukhy and AmirAli Talasaz (the "Co-CEOs"). Each Co-CEO received a grant of 465,413 PSUs at target (the "Target PSUs"). These Target PSUs will only be eligible to be earned if the Company's total shareholder return relative to the constituents of the S&P 500 Index meets or exceeds certain performance requirements over three-year and five-year performance periods. The Company is currently evaluating the accounting for these awards and will include relevant disclosures in its Annual Report on Form 10-K for the year ended December 31, 2026.

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Three Months Ended June 30, Six Months Ended June 30,

September 30, Nine Months Ended

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Three Months Ended June 30, Six Months Ended June 30,

September 30, Nine Months Ended

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* No stock options were granted during the three months ended June September 30, 2026.

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Three and Six Months Ended June 30,

Shares of common stock purchased under the ESPP were nil for the three months ended September 30, 2026, and 2025, and 126,350 and 310,387 for the three and six nine months ended June September 30, 2026, and 2025, 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 option-pricing model. The 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. with details as below:

No stock purchase rights were granted under the ESPP for the three months ended September 30, 2026, and 2025. The grant date fair value of the stock purchase rights granted under the ESPP for the nine months ended September 30, 2026 and 2025 was estimated using a Black-Scholes option-pricing model with the following assumptions:

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The total compensation expense related to the ESPP was $ 1.4 million and $ 1.2 million for the three months ended June September 30, 2026, and 2025, respectively, and $ 3.6 5.0 million and $ 2.8 4.0 million for the six nine months ended June September 30, 2026, and 2025, respectively. As of June September 30, 2026, the unrecognized stock-based compensation expense related to the ESPP was $ 2.2 0.7 million, which is expected to be recognized over the remaining term of the offering period of 0.4 0.1 years.

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Three Months Ended June 30, Six Months Ended June 30,

September 30, Nine Months Ended

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Net loss, basic and diluted $ ( 120,142 ) $ ( 99,899 ) $ ( 232,217 ) $ ( 195,058 )

Net loss, basic and diluted $ ( 124,362 ) $ ( 92,725 ) $ ( 356,579 ) $ ( 287,783 )

Net loss per share, basic and diluted $ ( 0.90 0.93 ) $ ( 0.80 0.74 ) $ ( 1.76 2.68 ) $ ( 1.57 2.32 )

Weighted-average shares used in computing net loss per share, basic and diluted 132,867 124,114 132,074 123,993 134,422 124,807 132,866 124,268

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Three Months Ended June 30, Six Months Ended June 30,

Stock options 4,202 5,093 4,350 4,913

Restricted stock units 5,971 8,037 6,016 7,519

PSUs 1,610 1,269 1,469 1,244

ESPP obligation 83 184 98 225

September 30, Nine Months Ended

Stock options 3,475 5,036 4,059 4,954

Restricted stock units 5,132 7,657 5,721 7,565

PSUs 1,588 1,268 1,509 1,252

ESPP obligation 90 133 95 194

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Total 28,331 27,735 28,398 27,053

Total 26,750 27,246 27,849 27,117

The income tax expense for the three and six nine months ended June September 30, 2026, and 2025, was determined based upon estimates of the Company's effective income tax rates in various jurisdictions. The difference between the Company's effective income tax rate and the U.S. federal statutory rate is primarily attributable to state income taxes, foreign income taxes, the effect of certain permanent differences, and full valuation allowance against domestic net deferred tax assets.

The income tax expense for the three and six nine months ended June September 30, 2026, and 2025, relates primarily to state minimum income tax and income tax on the Company's earnings in foreign jurisdictions.

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Three Months Ended June 30, Six Months Ended June 30,

September 30, Nine Months Ended

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(1) Excludes stock-based compensation and related employer payroll tax payments, expense, contingent consideration, amortization of intangible assets, and non-recurring other operating expense.

(2) Includes stock-based compensation and related employer payroll tax payments, expense, contingent consideration, amortization of intangible assets, non-recurring other operating expense, interest income and expense, provision for income taxes, and other income and expense.

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Three Months Ended June 30, Six Months Ended June 30,

United States $ 318,038 $ 216,684 $ 602,667 $ 410,293

International 16,940 15,404 33,976 25,266

September 30, Nine Months Ended

United States $ 345,357 $ 249,440 $ 948,024 $ 659,733

International 15,618 15,756 49,594 41,022

As of June September 30, 2026, and December 31, 2025, 99 % and 100 %, respectively, of the Company's long-lived assets and right-of-use assets are located in the United States.

MD&A 99 changes

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We are a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer. We are transforming patient care by providing critical insights into what drives disease through our advanced blood and tissue tests, real-world data and AI analytics. Our tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and treatment selection for patients with advanced cancer. For patients with advanced-stage cancer, we offer the Guardant360 Liquid test and the Guardant360 CDx test, the first comprehensive liquid biopsy test approved by the U.S. Food and Drug Administration, or the FDA, to provide tumor mutation profiling with solid tumors and to be used as a companion diagnostic in connection with non-small cell lung cancer, or NSCLC, colorectal cancer and breast cancer. In addition, in the second quarter of 2026, we received FDA approval of our Guardant360 Liquid CDx test, advancing blood-based comprehensive genomic testing by the integration of genomic and epigenomic insights. We also offer the Guardant360 Tissue test for advanced-stage cancer and the Guardant Reveal test to detect residual and recurring disease in early-stage colorectal, breast and lung cancer patients. We have also expanded the Guardant Reveal test to include late-stage therapy response monitoring for patients with solid tumors. Our product portfolio is now powered by our Smart Platform, which utilizes methylation technology with genomic, epigenomic, and RNA-based data, to unlock multi-modal biology with proprietary chemistry, assay designs, chemistries and advanced algorithms and along with our InfinityAI learning engine to unlock unique biological insights from genomics, epigenomics, transcriptomics in order to drive clinical actionability.

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We generated total revenue of $335.0 million and $232.1 million for the three months ended June 30, 2026, and 2025, respectively, and $636.6 million and $435.6 million for the six months ended June 30, 2026, and 2025, respectively. We also incurred net losses of $120.1 million and $99.9 million for the three months ended June 30, 2026, and 2025, respectively, and $232.2 million and $195.1 million for the six months ended June 30, 2026, and 2025, respectively. We have funded our operations to date principally from the sales of our common stock, issuances of convertible senior notes, and generation of our revenue. See Note 7, Debt , and Note 10, Common Stock , to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on our convertible senior notes and common stock. As of June 30, 2026, we had cash, cash equivalents, and restricted cash of approximately $1.2 billion.

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In March 2021, the Centers for Medicare and Medicaid Services, or CMS, approved advanced diagnostic laboratory test, or ADLT, status to our Guardant360 CDx test, based on which Medicare paid us at the lowest available commercial rate per test, from April 1, 2021 to December 31, 2021. Effective January 1, 2022, Medicare started to reimburse Guardant360 CDx services at the median rate of claims paid by commercial payers. In March 2022, Palmetto GBA, the Medicare administrative contractor for MolDX, conveyed coverage for our Guardant360 Tissue test under the existing local coverage determination. The policy covers our Guardant360 Tissue test for Medicare fee-for-service patients with advanced solid tumor cancers. In July 2022, Palmetto GBA conveyed coverage for our Guardant Reveal test for fee-for-service Medicare patients in the United States with stage II or III colorectal cancer whose testing is initiated within three months following curative intent therapy, with an effective date of December 2021. Effective January 1, 2024, Medicare has increased the reimbursement rate for our Guardant360 Liquid test to the same rate as our Guardant360 CDx test. In January 2025, Palmetto GBA granted coverage for our Guardant Reveal test to monitor disease recurrence in patients with colorectal cancer in the surveillance setting following curative intent therapy. This represents an expansion from the prior Medicare coverage of our Guardant Reveal test for colorectal cancer in the early post-surgical setting only. In May 2025, the coverage for our upgraded Guardant360 Tissue test was expanded by Medicare to include both DNA and RNA testing. In the second quarter of 2026, following the FDA approval, our Guardant360 Liquid CDx test met the coverage requirements by Medicare based on the criteria established in its National Coverage Determination for molecular diagnostic tests, . and subsequently we submitted the ADLT application to the CMS.

In August 2024, following the FDA approval, our Shield blood test met the coverage requirements by Medicare based on the criteria established in its National Coverage Determination for blood-based colorectal cancer screening tests. The test is covered once every three years for eligible Medicare beneficiaries. In March 2025, CMS approved ADLT status for our Shield blood test for colorectal cancer screening, which initiated a specific, market-based approach to pricing the test for Medicare patients. In March 2025, our Shield blood test received coverage for patients receiving community care authorized by the U.S. Department of Veterans Affairs, or VA, as an in-network benefit, with no copay for average-risk individuals who are age 45 or older. Following Medicare coverage for our Shield blood test in August 2024, the VA network coverage is the first for individuals between the ages of 45 and 64. In July 2026, UnitedHealth Group updated its policy to provide coverage of our Shield blood test for eligible members with an effective date of August 1, 2026, making it the first major commercial insurer to provide coverage for adults age 45 or older at average risk of colorectal cancer. In addition, we have received coverage for our Shield blood test from other commercial payers.

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While each of these areas presents significant opportunities for us, they also pose significant risks and challenges that we must address. See Part I, Item 1A, "Risk Factors" of our Annual Report on Form 10-K for the year ended December 31, 2025, and Part II, Item 1A, "Risk Factors" of this Quarterly Report on Form 10-Q, for more information.

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Screening. Screening revenue includes amounts derived from the delivery of our Shield screening tests. In August 2024, following the FDA approval, our Shield screening test met the coverage requirements by Medicare, and we submit claims to Medicare for reimbursement for our Shield screening tests performed for qualifying patients. We also submit claims to private payers for reimbursement for qualifying patients covered under Medicare Advantage program. In addition, our Shield blood test has received coverage for patients receiving community care authorized by the U.S. Department of Veterans Affairs with no copay for average-risk individuals ages 45 and older, and coverage from UnitedHealth Group for eligible members age 45 and older at average risk of colorectal cancer, and coverage from other commercial payers.

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Three Months Ended June 30, Six Months Ended June 30,

September 30, Nine Months Ended

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Interest income 10,199 7,560 21,350 16,672

Interest expense (1,346) (983) (2,693) (1,774)

Other income (expense), net 308 (25) 151 7,826

Interest income 9,749 7,391 31,099 24,063

Interest expense (1,345) (943) (4,038) (2,717)

Other income (expense), net 342 (48) 493 7,778

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Three Months Ended June 30, Six Months Ended June 30,

Research and development expense 14,193 13,783 27,186 26,310

Sales and marketing expense 16,012 11,442 29,418 21,273

General and administrative expense 24,033 14,580 42,398 27,693

September 30, Nine Months Ended

Research and development expense 14,948 13,478 42,134 39,788

Sales and marketing expense 16,904 11,185 46,322 32,458

General and administrative expense 27,007 15,644 69,405 43,337

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Comparison of the Three Months Ended June September 30, 2026 and 2025

Three Months Ended June September 30, Change

Total revenue was $335.0 $361.0 million for the three months ended June September 30, 2026, compared to $232.1 $265.2 million for the three months ended June September 30, 2025, an increase of $102.9 $95.8 million, or 44%. 36%.

Oncology revenue was $219.1 $231.3 million for the three months ended June September 30, 2026, compared to $158.7 $184.4 million for the three months ended June September 30, 2025, an increase of $60.4 $46.9 million, or 38%. 25%. This increase was driven primarily by an increase in oncology test volume to approximately 104,000 117,000 for the three months ended June September 30, 2026 from approximately 64,000 74,000 for the three months ended June September 30, 2025.

Biopharma and data revenue was $60.9 $59.0 million for the three months ended June September 30, 2026, compared to $56.0 $54.7 million for the three months ended June September 30, 2025, an increase of $4.9 $4.2 million, or 9%. 8%. This increase was driven primarily by the achievement an increase in volume of certain milestones within our companion diagnostic development and regulatory approval service agreements. GuardantINFINITY test.

Screening revenue was $52.9 $67.6 million for the three months ended June September 30, 2026, compared to $14.8 $24.1 million for the three months ended June September 30, 2025, an increase of $38.1 $43.5 million, or 257%. 180%. The increase was driven primarily by an increase in our Shield screening test volume to approximately 66,000 83,000 for the three months ended June September 30, 2026 from approximately 16,000 24,000 for the three months ended June September 30, 2025.

Three Months Ended June September 30, Change

Cost of revenue was $115.9 $124.8 million for the three months ended June September 30, 2026, compared to $81.2 $93.6 million for the three months ended June September 30, 2025, an increase of $34.7 $31.2 million, or 43%. 33%. This increase in cost of revenue was driven primarily by an increase in sample volume, partially offset by reduced cost per sample of our oncology tests and Shield screening test.

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Three Months Ended June September 30, Change

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Research and development expenses were $96.5 $100.8 million for the three months ended June September 30, 2026, compared to $87.4 $90.0 million for the three months ended June September 30, 2025, an increase of $9.1 $10.9 million, or 10%. 12%. This increase was related to continued investment in the development of our technologies and products.

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Three Months Ended June September 30, Change

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Sales and marketing expenses were $190.0 $177.2 million for the three months ended June September 30, 2026, compared to $119.6 $127.4 million for the three months ended June September 30, 2025, an increase of $70.4 $49.8 million, or 59%. 39%. This increase was related to commercial infrastructure expansion and marketing activities to support our Shield and oncology growth, primarily resulting in an increase of $35.1 $23.9 million in personnel costs, and an increase of $27.6 $17.3 million in marketing costs.

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Three Months Ended June September 30, Change

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General and administrative expenses were $61.7 $90.9 million for the three months ended June September 30, 2026, compared to $50.3 $53.3 million for the three months ended June September 30, 2025, an increase of $11.4 $37.6 million, or 23%, 71%, primarily driven by a net increase of $22.6 million in legal expenses, and an increase of $9.5 $11.4 million in stock-based compensation.

Three Months Ended June September 30, Change

Interest income was $10.2 $9.7 million for the three months ended June September 30, 2026, compared to $7.6 $7.4 million for the three months ended June September 30, 2025, an increase of $2.6 $2.4 million, or 35%. 32%. This increase was primarily due to increased average investment balances, partially offset by lower available market rates of return on our investment portfolio.

Three Months Ended June September 30, Change

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 three months ended June September 30, 2026, and 2025. See Note 7, Debt to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on our convertible senior notes.

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Three Months Ended June September 30, Change

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Other income (expense), net was immaterial for the three months ended June September 30, 2026 and 2025.

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Three Months Ended June September 30, Change

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Six Months Ended June 30, Change

Oncology $ 424,059 $ 309,244 $ 114,815 37 %

Biopharma and data 113,924 101,396 12,528 12 %

Screening 94,456 20,491 73,965 361 %

Licensing and other 4,204 4,428 (224) (5) %

Total revenue $ 636,643 $ 435,559 $ 201,084 46 %

Six Months Ended June 30, Change

Provision for income taxes was immaterial for the three months ended June September 30, 2026, and 2025.

Comparison of the Six Nine Months Ended June September 30, 2026 and 2025

Nine Months Ended September 30, Change

Oncology $ 655,323 $ 493,646 $ 161,677 33 %

Biopharma and data 172,896 156,127 16,769 11 %

Screening 162,070 44,603 117,467 263 %

Licensing and other 7,329 6,379 950 15 %

Total revenue $ 997,618 $ 700,755 $ 296,863 42 %

Total revenue was $636.6 $997.6 million for the six nine months ended June September 30, 2026, compared to $435.6 $700.8 million for the six nine months ended June September 30, 2025, an increase of $201.1 $296.9 million, or 46%. 42%.

Oncology revenue was $424.1 $655.3 million for the six nine months ended June September 30, 2026, compared to $309.2 $493.6 million for the six nine months ended June September 30, 2025, an increase of $114.8 $161.7 million, or 37%. 33%. This increase was driven primarily by an increase in oncology test volume to approximately 190,000 307,000 for the six nine months ended June September 30, 2026 from approximately 123,000 197,000 for the six nine months ended June September 30, 2025. and an increase in reimbursement for our oncology tests.

Biopharma and data revenue was $113.9 $172.9 million for the six nine months ended June September 30, 2026, compared to $101.4 $156.1 million for the six nine months ended June September 30, 2025, an increase of $12.5 $16.8 million, or 12%. 11%. This increase was driven primarily by the achievement of certain milestones within our companion diagnostic development and regulatory approval service agreements.

Screening revenue was $94.5 $162.1 million for the six nine months ended June September 30, 2026, compared to $20.5 $44.6 million for the six nine months ended June September 30, 2025, an increase of $74.0 $117.5 million, or 361%. 263%. The increase was driven primarily by an increase in our Shield screening test volume to approximately 110,000 193,000 for the six nine months ended June September 30, 2026 from approximately 25,000 49,000 for the six nine months ended June September 30, 2025, and an increase in reimbursement for our Shield screening test.

Nine Months Ended September 30, Change

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Cost of revenue was $220.9 $345.7 million for the six nine months ended June September 30, 2026, compared to $155.9 $249.5 million for the six nine months ended June September 30, 2025, an increase of $64.9 $96.2 million, or 42%. 39%. This increase in cost of revenue was driven primarily by an increase in sample volume, partially offset by reduced cost per sample of our oncology tests and Shield screening test.

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Six Months Ended June 30, Change

Nine Months Ended September 30, Change

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Research and development expenses were $187.6 $288.4 million for the six nine months ended June September 30, 2026, compared to $176.0 $265.9 million for the six nine months ended June September 30, 2025, an increase of $11.6 $22.5 million, or 7%. 8%. This increase was related to continued investment in the development of our technologies and products, primarily resulting in an increase of $10.6 million in personnel costs.

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Six Months Ended June 30, Change

Nine Months Ended September 30, Change

Sales and marketing expenses were $359.1 $536.3 million for the six nine months ended June September 30, 2026, compared to $223.9 $351.3 million for the six nine months ended June September 30, 2025, an increase of $135.2 $185.0 million, or 60%. 53%. This increase was related to commercial infrastructure expansion and marketing activities to support our Shield and oncology growth, primarily resulting in an increase of $68.5 $92.3 million in personnel costs, an increase of $49.1 $66.4 million in marketing costs, and an increase of $8.1 $13.9 million in stock-based compensation.

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Six Months Ended June 30, Change

Nine Months Ended September 30, Change

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Six Months Ended June 30, Change

Six Months Ended June 30, Change

General and administrative expenses were $119.6 $210.4 million for the six nine months ended June September 30, 2026, compared to $97.2 $150.5 million for the six nine months ended June September 30, 2025, an increase of $22.4 $60.0 million, or 23%, 40%, primarily driven by an increase of $14.7 $26.1 million in stock-based compensation, and an a net increase of $7.3 $26.0 million in legal and other outside service costs. expenses.

Nine Months Ended September 30, Change

Interest income was $21.4 $31.1 million for the six nine months ended June September 30, 2026, compared to $16.7 $24.1 million for the six nine months ended June September 30, 2025, an increase of $4.7 $7.0 million, or 28%. 29%. This increase was primarily due to increased average investment balances, partially offset by lower available market rates of return on our investment portfolio.

Nine Months Ended September 30, Change

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 six nine months ended June September 30, 2026, and 2025. See Note 7, Debt to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information on the convertible notes.

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Six Months Ended June 30, Change

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and 19 more changes in the filing

Market risk 2 changes

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We are exposed to market risk for changes in interest rates related primarily to our cash, investments, and indebtedness. As of June September 30, 2026, we had cash, cash equivalents, and restricted cash of $1.2 $1.1 billion, held primarily in cash deposits, money market funds, commercial paper and U.S. government debt securities. 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 June September 30, 2026, 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.

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The majority of our revenue is generated in the United States. Through June September 30, 2026, 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 June September 30, 2026, 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.

Controls and procedures 1 change

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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 June September 30, 2026 , 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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Risk factors 7 changes

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, 2025, filed with the SEC on February 19, 2026. 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 second quarter of fiscal 2026, there were no material changes to our previously disclosed risk factors.

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During the third quarter of fiscal 2026, there were no material changes to our previously disclosed risk factors, other than the following:

Cybersecurity incidents, including attacks facilitated by artificial intelligence, as well as those of our third-party service providers, could compromise sensitive information related to our business, prevent us from accessing it and expose us to substantial liability, which could adversely affect our business and reputation.

We depend on information technology systems for significant elements of our operations, including our laboratory information management system, our computational biology system, our knowledge management system, our customer reporting and our GuardantConnect software platform. Our information technology systems store a wide variety of information critical to our business, including research and development information, patient data, commercial information and business and financial information. Our information technology systems and those of our third-party service providers are vulnerable to cybersecurity incidents, including ransomware, phishing, structured query language injections, social engineering schemes, insider threats, artificial intelligence, or AI, tool supported attacks, and distributed denial-of-service attacks conducted by actors including computer attackers, foreign governments and cyber terrorists, all of which could compromise this information or disrupt our operations. The frequency, intensity, and sophistication of cybersecurity incidents have significantly increased worldwide in recent years, including as a result of the increasing sophistication in the development and use of AI tools.

AI may enable malicious actors to automate attacks, increase their speed, scale and sophistication, and exploit previously unknown or unremediated system vulnerabilities. We expect the use of AI to identify, and potentially exploit, vulnerabilities in information technology systems to become more prevalent. These developments may shorten the time between vulnerability discovery and exploitation and make attacks more difficult to detect and counteract. Because techniques used to obtain unauthorized access or to sabotage systems change frequently and generally are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

We and certain of our service providers are from time to time subject to cybersecurity incidents. For example, we recently learned of unauthorized access to our electronic ordering portal, which some physicians use to place test orders, receive and look up results, and other customer facing interfaces. We promptly initiated our cybersecurity incident response procedures to contain the activity, assess and investigate the nature and scope of the incident and implement appropriate remedial measures. While the full scope of unauthorized access remains under investigation, at this time we believe that an unauthorized party accessed certain patient records. This incident has not materially disrupted our business operations or its ability to serve patients. While we do not believe this or any other cybersecurity incident we've experienced is material as of the date of this Quarterly Report on Form 10-Q, future cybersecurity incidents could materially impact our ability to operate our business as well as our results of operations and financial position.

A cybersecurity incident could result in unauthorized access to, disclosure, loss or misuse of sensitive information, interruptions or delays in our services, loss of customers, reputational harm, regulatory investigations or enforcement actions, fines, penalties, litigation and other consequences. Failures or significant downtime of our information technology or telecommunications systems or those used by our third-party service providers could prevent us from performing our comprehensive genomic analysis, preparing and providing reports to pathologists and oncologists, billing payers, processing reimbursement appeals, handling patient or physician inquiries, conducting research and development activities and managing the administrative aspects of our business. Cybersecurity incidents may remain undetected for an extended period, and we can provide no assurance that we or our vendors will be able to detect, prevent or contain the effects of such attacks or other information security risks or threats in the future. As cybersecurity threats evolve, including through the use of AI tools, we may be required to expend significant additional resources to continue to modify or enhance our protective measures or to investigate and remediate any information security vulnerabilities, and these efforts may not be successful. Any of these consequences could adversely affect our business, results of operations and financial position.

Other information 6 changes

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During the fiscal quarter ended June September 30, 2026, 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:

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Alex M. Azar II , Director

Adoption 5/21/2026 8/19/2026 - 9/15/2027

Terilyn Monroe , Chief People Officer

Adoption 8/19/2026 11/18/2026 - 10/6/2027

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(2) The 10b5-1 trading plan provides for the sale of 50% to 100% of an indeterminable number of shares of our common stock underlying certain restricted stock unit awards and performance stock unit awards that will vest during the duration of the trading arrangement.

Exhibits 7 changes

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10.1# 2018 Incentive Award Plan Annual Cash Incentive Program

10.2# Eligible Director Compensation Program, effective as of June 17, 2026

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# Indicates management contract or compensatory plan.

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Dated: July 30, November 5, 2026 By: /s/ Helmy Eltoukhy

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Dated: July 30, November 5, 2026 By: /s/ AmirAli Talasaz

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Dated: July 30, November 5, 2026 By: /s/ Michael Bell

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(Principal Accounting Officer and Principal Financial Officer)