Guardant Health, Inc.
For the period ended Dec 31, 2025. Filed Feb 19, 2026.
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FY2025 · Filed Feb 19, 2026
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Item 15. Exhibits, Financial Statement Schedules
(a) Documents filed as part of this report
(1) All financial statements
See Index to Consolidated Financial Statements in Part II, Item 8 of this Annual Report on Form 10-K.
(2) Financial Statement Schedules
All financial statement schedules have been omitted since the required information was not applicable or was not present in amounts sufficient to require submission of the schedules, or because the information required is included in the consolidated financial statements or the accompanying notes.
(3) Exhibits required by Item 601 of Regulation S-K
The exhibits listed in the following Index to Exhibits are filed, furnished or incorporated by reference as part of this Annual Report on Form 10-K.
INDEX TO EXHIBITS
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| Exhibit Number · Exhibit Description · Form · File No. · Exhibit · Filing Date · Filed/Furnished Herewith | |||||
| 3.1 | Amended and Restated Certificate of Incorporation | 8-K | 001-38683 | 3.1 | 10/9/2018 |
| 3.2 | Amended and Restated Bylaws | 8-K | 001-38683 | 3.2 | 10/9/2018 |
| 4.1 | Description of Registrant’s Securities Registered under Section 12 of the Exchange Act | 10-K | 001-38683 | 4.1 | 3/2/2020 |
| 4.2 | Indenture, dated as of November 19, 2020, between Guardant Health, Inc. and U.S. Bank National Association, as trustee | 8-K | 001-38683 | 4.1 | 11/20/2020 |
| 4.3 | Indenture, dated as of February 14, 2025, between Guardant Health, Inc. and U.S. Bank Trust Company, National Association, as Trustee | 10-Q | 001-38683 | 4.1 | 4/30/2025 |
| 4.4 | Form of 1.25% Convertible Senior Notes due 2031 | 10-Q | 001-38683 | 4.2 | 4/30/2025 |
| 4.5 | Indenture, dated November 7, 2025, between Guardant Health, Inc. and U.S. Bank Trust Company, National Association | 8-K | 001-38683 | 4.1 | 11/7/2025 |
| 4.6 | Form of 0.00% Convertible Senior Note due 2033 | 8-K | 001-38683 | 4.2 | 11/7/2025 |
| 10.1# | Amended and Restated 2012 Stock Plan | S-1 | 333-227206 | 10.3 | 9/6/2018 |
| 10.1(a)# | Form of Notice of Stock Option Grant and Stock Option Agreement under the Amended and Restated 2012 Stock Plan | S-1 | 333-227206 | 10.4 | 9/6/2018 |
| 10.2# | 2018 Incentive Award Plan | S-8 | 333-227762 | 99.2(a) | 10/10/2018 |
| 10.2(a)# | Form of Stock Option Agreement under the 2018 Incentive Award Plan | 10-Q | 001-38683 | 10.2 | 8/7/2024 |
| 10.2(b)# | Form of Restricted Stock Award Agreement under the 2018 Incentive Award Plan | S-1/A | 333-227206 | 10.9(b) | 9/21/2018 |
| 10.2(c)# | Form of Restricted Stock Unit Award Agreement under the 2018 Incentive Award Plan | 10-Q | 001-38683 | 10.3 | 8/7/2024 |
| 10.2(d)# | Forms of Performance-Based Restricted Stock Unit Award Agreement under the 2018 Incentive Award Plan | 10-Q | 001-38683 | 10.4 | 8/7/2024 |
| 10.3# | 2018 Employee Stock Purchase Plan | S-8 | 333-227762 | 99.3 | 10/10/2018 |
| 10.3(a)# | First Amendment to 2018 Employee Stock Purchase Plan | 10-K | 001-38683 | 10.4(a) | 3/29/2019 |
| 10.4# | Amended and Restated Executive Severance Plan | 10-Q | 001-38683 | 10.1 | 8/7/2024 |
| 10.5# | Non-Employee Director Compensation Program, effective as of June 12, 2020 | 10-Q | 001-38683 | 10.1 | 8/6/2020 |
| 10.6 | Form of Indemnification Agreement between Guardant Health, Inc. and its directors and officers | S-1/A | 333-227206 | 10.8 | 9/18/2018 |
| 10.7 | Lease, dated November 1, 2014, by and between the Registrant and Metropolitan Life Insurance Company | S-1 | 333-227206 | 10.2 | 9/6/2018 |
| 10.8 | First Amendment to Lease, dated October 17, 2017, by and between the Registrant and Metropolitan Life Insurance Company | S-1 | 333-227206 | 10.2(a) | 9/6/2018 |
| 10.9 | Second Amendment to Lease, dated March 6, 2019 by and between Registrant and Metropolitan Life Insurance Company | 10-Q | 001-38683 | 10.2 | 4/30/2025 |
| 10.10 | Third Amendment to Lease, dated April 3, 2025 by and between Registrant and Metropolitan Life Insurance Company | 10-Q | 001-38683 | 10.3 | 4/30/2025 |
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/Furnished Herewith |
| 10.11 | Sublease Agreement, dated July 31, 2020, by and between Guardant Health, Inc. and 3000 Hanover, LLC | 10-Q | 001-38683 | 10.1 | 11/5/2020 | |
| 10.12§ | Supply Agreement, dated September 15, 2014, by and between the Registrant and Illumina, Inc. | S-1 | 333-227206 | 10.7 | 9/6/2018 | |
| 10.13§ | Amendment to Supply Agreement, dated August 11, 2015, by and between the Registrant and Illumina, Inc. | S-1 | 333-227206 | 10.7(a) | 9/6/2018 | |
| 10.14§ | Amendment #2 to Supply Agreement, dated December 24, 2016, by and between the Registrant and Illumina, Inc. | S-1 | 333-227206 | 10.7(b) | 9/6/2018 | |
| 10.15§ | Amendment #3 to Supply Agreement, dated August 14, 2017, by and between the Registrant and Illumina, Inc. | S-1 | 333-227206 | 10.7(c) | 9/6/2018 | |
| 10.16§ | Amendment #4 to Supply Agreement, dated June 26, 2018, by and between the Registrant and Illumina, Inc. | S-1 | 333-227206 | 10.7(d) | 9/6/2018 | |
| 10.17§ | Amendment #5 to Supply Agreement, dated January 1, 2021, by and between the Registrant and Illumina, Inc. | 10-K | 001-38683 | 10.19 | 2/25/2021 | |
| 10.18# | Form of letter agreement relating to certain time-based equity awards held by Helmy Eltoukhy and AmirAli Talasaz | 10-K | 001-38683 | 10.19 | 3/29/2019 | |
| 10.19# | Form of Waiver Letter Agreement | 8-K | 001-38683 | 10.2 | 5/27/2020 | |
| 10.20 | Form of Capped Call Confirmation | 8-K | 001-38683 | 10.1 | 11/20/2020 | |
| 10.21# | 2023 Employment Inducement Award Plan, as approved on August 2, 2023 | 10-Q | 001-38683 | 10.1 | 11/6/2023 | |
| 10.21(a)# | Form of Stock Option Grant Notice and Restricted Stock Unit Grant Notice under the 2023 Employment Inducement Incentive Award Plan | 10-Q | 001-38683 | 10.5 | 8/7/2024 | |
| 10.22# | Form of Letter Agreement | 8-K | 001-38683 | 10.1 | 3/22/2024 | |
| 10.23 | Open Market Sales AgreementSM by and between the Registrant and Jefferies LLC dated August 23, 2024 | 8-K | 001-38683 | 1.1 | 8/23/2024 | |
| 10.24 | 2018 Incentive Award Plan Annual Cash Incentive Program | 10-K | 001-38683 | 10.22 | 2/20/2025 | |
| 19.1 | Insider Trading Compliance Policy | * | ||||
| 23.1 | Consent of Independent Registered Public Accounting Firm | * | ||||
| 24.1 | Power of Attorney (included on the signatures page of this Annual Report on Form 10-K) | * | ||||
| 31.1 | Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 31.2 | Certification of the Co-Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 31.3 | Certification of the Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | * | ||||
| 32.1 | Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ** | ||||
| Incorporated by Reference | ||||||
|---|---|---|---|---|---|---|
| Exhibit Number | Exhibit Description | Form | File No. | Exhibit | Filing Date | Filed/Furnished Herewith |
| 32.2 · Certification of the Co-Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · ** | ||||||
| 32.3 · Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 · ** | ||||||
| 97.1 | Policy for Recovery of Erroneously Awarded Compensation | 10-K | 001-38683 | 97.1 | 2/22/2024 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | * | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) | * | ||||
- Filed herewith.
** Furnished herewith.
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