GRAIL, Inc.

Item 9B. Other

(a)Disclosure in lieu of reporting on a Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 10, 2026, the Board of Directors appointed Joshua Ofman, M.D., MSHS, age 61, to serve as Chief Executive Officer of the Company, effective June 1, 2026 (the “Transition Effective Date”). The Board also appointed Dr. Ofman to serve as a Class III director, effective on March 12, 2026, immediately following the filing of this Annual Report on Form 10-K and a Registration Statement on Form S-8 relating to the registration of certain shares under our Employee Stock Purchase Plan and Incentive Award Plan, to hold office until the 2027 annual meeting of stockholders. We intend to nominate Dr. Ofman for reelection to the Board at the 2027 annual meeting of stockholders.

Dr. Ofman has served as the Company's President since June 2021 and previously served as the Company's Chief Medical Officer from November 2021 until June 2022, as the Company's Chief Medical Officer and Head of External Affairs from June 2020 until August 2021, and as Chief of Corporate Strategy and External Affairs from June 2019 until January 2020. Dr. Ofman has previously served on the Board of Directors of two privately held biotechnology companies. Previously, Dr. Ofman spent more than 15 years at Amgen, where he last served in the role of Senior Vice President, Global Value, Access and Policy. Prior to that, Dr. Ofman was a faculty member in the Department of Medicine and Health Services Research at University of California, Los Angeles ("UCLA") School of Medicine, Cedars-Sinai Medical Center, as well as Senior Vice President of Zynx Health, Inc. Dr. Ofman holds a B.A. in history and philosophy of science from the University of California, Berkeley, an M.D. from the University of California, Irvine, School of Medicine, and an MSHS from the UCLA School of Public Health.

There are no arrangements or understandings between Dr. Ofman and any other persons pursuant to which Dr. Ofman was appointed as Chief Executive Officer. Dr. Ofman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between Dr. Ofman and any director or executive officer of the Company.

The material terms of any compensatory arrangements entered into with Dr. Ofman in connection with his appointment as Chief Executive Officer will be disclosed once determined in a subsequent periodic or current report, as required.

On March 12, 2026, Robert Ragusa announced his retirement as Chief Executive Officer of the Company and as a Class III director, in each case, effective on the Transition Effective Date (June 1, 2026).

In connection with Mr. Ragusa's retirement, the Company and Mr. Ragusa entered into a Transition Agreement, dated as of March 10, 2026 (the "Transition Agreement"). A copy of the Transition Agreement is filed as Exhibit 10.15 to this Annual Report on Form 10-K and is incorporated herein by reference.

Pursuant to the Transition Agreement, Mr. Ragusa will continue to serve as our Chief Executive Officer until the Transition Effective Date and, following the Transition Effective Date, will serve as a senior executive advisor until March 12, 2027 (such period the “Transition Period”). During the Transition Period, Mr. Ragusa will assist and cooperate with the Company with respect to the transition of the position of Chief Executive Officer to Dr. Ofman.

Pursuant to the Transition Agreement, Mr. Ragusa will continue to receive the same compensation and benefits as currently in effect until the Transition Date. During the Transition Period, we will pay or provide to Mr. Ragusa: (i) an annualized base salary of $300,000, (ii) continued participation in health and welfare benefits or comparable subsidized healthcare continuation coverage, (iii) a pro-rated bonus under the Company’s Variable Compensation Plan for portion of calendar year 2026 preceding the Transition Date, subject to Mr. Ragusa’s continued employment through the end of the Transition Period, execution of a release of claims, and continued compliance with restrictive covenants, and (iv) continued vesting of outstanding and unvested equity awards (without eligibility for accelerated vesting, except as described below).

If the Company terminates Mr. Ragusa’s employment without Cause (as defined in the Transition Agreement) prior to March 12, 2027, subject to his execution of a release of claims and continued compliance with restrictive covenants, Mr. Ragusa will be entitled to receive: (i) continued payment of his base salary through March 12, 2027, (ii) subsidized healthcare continuation coverage through March 2027, (iii) his pro-rated bonus (if earned), and (iv) accelerated vesting solely as to the portion of his outstanding and unvested equity awards that would have vested had his employment continued through March 12, 2027.

The Transition Agreement includes a general release of claims in favor of the Company and provides that Mr. Ragusa will continue to comply with certain restrictive covenants, including confidentiality, non-disparagement, non-competition, and non-solicitation provisions contained therein.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to a copy of the Transition Agreement which is hereby incorporated herein by reference.

(b)Insider Trading Arrangements and Policies.

During the three months ended December 31, 2025, the following of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K. None of our other directors or officers adopted, modified orterminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” during this period, other than as set forth below.

On December 2, 2025, Dr. Joshua Ofman, President of the Company, modified a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (as modified, the “2026 Ofman Trading Arrangement”). The 2026 Ofman Trading Arrangement modifies the 2025 Ofman Trading Arrangement, as defined in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and provides for the sale of up to 86,452 shares of common stock, subject to price limitations, until February 20, 2027.

On December 11, 2025, Mr. Aaron Freidin, Chief Financial Officer of the Company, modified a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (as modified, the “2026 Freidin Trading Arrangement”). The 2026 Freidin Trading Arrangement modifies the 2025 Freidin Trading Arrangement, as defined in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and provides for the sale of up to 21,000 shares of common stock, subject to price limitations, until March 19, 2027.