Form 4: Guardant Health Co-CEO Converts RSUs, Adjusts Holdings

Sentiment:

Insider Transaction Report


Guardant Health Co-Chief Executive Officer AmirAli Talasaz reported the conversion of restricted stock units into common stock and subsequent tax-related dispositions.

Summary

  • AmirAli Talasaz, Co-Chief Executive Officer and Director of Guardant Health, Inc. (GH), reported transactions involving common stock and restricted stock units (RSUs).
  • On December 31, 2025, 4,815 shares of common stock were acquired at a price of $0 through the conversion of restricted stock units.
  • Concurrently on December 31, 2025, 2,441 shares of common stock were disposed of at a price of $102.14 to satisfy tax withholding obligations related to the RSU vesting.
  • On January 1, 2026, an additional 23,997 shares of common stock were acquired at a price of $0 through the conversion of restricted stock units.
  • Also on January 1, 2026, 10,788 shares of common stock were disposed of at a price of $102.14 for tax withholding purposes related to the RSU vesting.
  • Following these transactions, Mr. Talasaz's direct beneficial ownership of common stock stands at 2,013,457 shares.
  • The RSU award from March 12, 2025, vested in four equal quarterly installments, with the final installment on December 31, 2025.
  • The RSU award from March 18, 2024, vested 33% on January 1, 2025, with the remaining 67% vesting in equal quarterly installments over the subsequent two-year period.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. The transactions are routine and expected, reflecting planned executive compensation through RSU vesting. While some shares were sold for tax purposes, the executive still acquired a net number of shares, indicating continued alignment with the company's equity.

Positives

  • The acquisition of common stock through RSU conversion at a $0 cost basis represents a direct increase in the executive's equity stake in Guardant Health.
  • The vesting of restricted stock units is a planned compensation event, indicating the executive's continued long-term alignment with shareholder interests.

Negatives

  • A portion of the acquired shares was disposed of to cover tax withholding obligations, resulting in a reduction of the net shares beneficially owned from the vesting event.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction, as it is a report of insider transactions.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation and does not provide specific information to analyze broader industry trends or competitive landscape. Such filings are standard disclosures for publicly traded companies.

Comparison to Industry Standards

  • Not applicable for a Form 4 filing, which details individual insider transactions related to executive compensation rather than company-wide performance or project results that could be benchmarked against industry standards.

Related Party Transactions

  • The disposition of shares for tax withholding represents a transaction with the company to fulfill statutory tax obligations related to executive compensation.

Stakeholder Impact

  • Shareholders may view the executive's continued acquisition of shares through RSU vesting as a positive sign of management's alignment with long-term company performance.
  • The transactions are part of standard executive compensation practices and are unlikely to have a significant direct impact on employees, customers, suppliers, or creditors.

Next Steps

  • The remaining 67% of shares from the March 18, 2024 RSU award will continue to vest in equal quarterly installments over the remaining two-year period after January 1, 2025.

Key Dates

DateDescription
03/18/2024Grant date of a restricted stock unit award that vests over a three-year period.
01/01/202533% of the shares subject to the March 18, 2024 RSU award vested.
03/12/2025Grant date of a restricted stock unit award that vests in four equal quarterly installments.
03/31/2025First vesting installment for the March 12, 2025 RSU award.
06/30/2025Second vesting installment for the March 12, 2025 RSU award.
09/30/2025Third vesting installment for the March 12, 2025 RSU award.
12/31/2025Last vesting installment for the March 12, 2025 RSU award; Transaction date for acquisition of 4,815 common shares and disposition of 2,441 common shares for tax withholding.
01/01/2026Transaction date for acquisition of 23,997 common shares and disposition of 10,788 common shares for tax withholding.
01/05/2026Signature date of the reporting person's attorney-in-fact for the filing.

Keywords

Guardant Health, GH, AmirAli Talasaz, SEC Form 4, Insider Transaction, Restricted Stock Units, RSU Conversion, Beneficial Ownership, Tax Withholding, Executive Compensation

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