GH: Leadership change

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 Directors (the “Board”) of Guardant Health, Inc. (the “Company”) approved the grant of performance-based restricted stock units (“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 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 (“TSR”) relative to the constituents of the S&P 500 Index meets or exceeds certain performance requirements over three-year and five-year performance periods, 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 creation and incentivize market-leading performance over the next five years. The Board believes that the Co-CEOs’ continued leadership is critical as the Company advances its growth strategy, 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, w