Form 4: Guardant Health CFO's RSU Vesting & Tax Withholding

Guardant Health's CFO, Michael Brian Bell, reported the vesting of restricted stock units and subsequent tax withholding on December 15, 2025, under a pre-arranged plan.

Summary

• Michael Brian Bell, Chief Financial Officer of Guardant Health, Inc. (GH), reported transactions on December 15, 2025.
• These transactions involved the vesting of restricted stock units (RSUs) and the subsequent disposition of shares to cover tax withholding obligations.
• Bell acquired 1,233 shares of Common Stock from an RSU award granted on May 9, 2022, which vests over a four-year period.
• Bell also acquired 2,039 shares of Common Stock from an RSU award granted on June 9, 2023, which vests over a three-year period.
• To satisfy tax withholding obligations related to the RSU vesting, 1,659 shares of Common Stock were disposed of at a price of $102.67 per share.
• Following these transactions, Bell directly beneficially owns 29,665 shares of Common Stock.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation vesting and tax withholding, which are expected events and do not indicate a significant positive or negative shift in company fundamentals or outlook.

Positives

• The vesting of restricted stock units indicates continued long-term incentive alignment between the CFO and shareholder interests.
• The transactions were conducted under a Rule 10b5-1(c) plan, suggesting pre-planned and routine activity rather than discretionary selling.

Negatives

• The disposition of 1,659 shares, while for tax withholding, reduces the CFO's direct shareholding.

Future Outlook

The filing details future vesting schedules for restricted stock units, indicating ongoing equity compensation for the Chief Financial Officer. The May 9, 2022 RSU award has 75% of shares vesting in equal quarterly installments over the remaining three-year period after March 15, 2023. The June 9, 2023 RSU award has 67% of shares vesting in equal quarterly installments over the remaining two-year period after June 15, 2024.

Industry Context

This Form 4 filing reflects a standard equity compensation event for a senior executive in a publicly traded biotechnology or healthcare company. Restricted stock units are a common incentive mechanism used across the industry to align executive interests with long-term shareholder value, with tax withholding dispositions being a routine part of the vesting process.

Stakeholder Impact

• Shareholders: Minimal direct impact as these are routine compensation-related transactions. The vesting of RSUs aligns executive incentives with shareholder value.
• Employees: Reflects standard equity compensation practices for senior management, which can set a precedent for broader employee incentive programs.

Next Steps

• Continued quarterly vesting of the May 9, 2022 RSU award over the remaining three-year period after March 15, 2023.
• Continued quarterly vesting of the June 9, 2023 RSU award over the remaining two-year period after June 15, 2024.

Key Dates

Keywords

Guardant Health, GH, Michael Brian Bell, CFO, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Equity Compensation, Rule 10b5-1