GRAIL, Inc.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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The past several years have been an important time in the evolution of the company as we have progressed through a number of corporate and clinical development milestones. Recently, GRAIL completed the submission of our PMA for Galleri to the FDA—the first ever filing for a multi-cancer early detection test—a critical step toward potential regulatory approval that we believe could significantly expand access to Galleri and redefine cancer care.

In March, CEO Robert Ragusa announced his planned retirement, and the Board has appointed Dr. Joshua Ofman, the Company's President, as CEO, effective June 1st. Bob joined GRAIL in 2021 and has seen the organization through major milestones including our introduction into the public markets, the rollout of our scalable Galleri test, and the completion of our PMA submission to the FDA. I want to express my deep gratitude to Bob, whose vision and leadership carried us through a number of important transitions. His guidance was instrumental in strengthening GRAIL's foundation for long-term growth, and his operational expertise and commitment to excellence have positioned the company to advance multi-cancer early detection at scale.

Josh’s appointment is the culmination of a long-term comprehensive succession planning process to ensure leadership continuity and strategic execution. Josh brings a rare combination of industry leadership, health policy and reimbursement insight, and deep knowledge of GRAIL’s mission and strategy. Over his tenure as President, Josh has played a central role in shaping our strategy, advancing Galleri’s evidence program, and strengthening our clinical, regulatory and policy engagement efforts. His passion for improving patient outcomes and his proven ability to translate vision into results, coupled with expansion of his responsibilities as part of the succession planning process, position him to lead GRAIL’s next chapter of growth and impact for shareholders, customers, patients and employees alike.

On behalf of GRAIL’s Board of Directors, we thank you for your continued support of our efforts to advance our mission to detect cancer early, when it can be cured. Your vote is important, and we hope that you will join us virtually at our 2026 Annual Meeting of Stockholders on June 18, 2026.

Gregory Summe

Chairman

Cancer is the leading cause of death among adults over the age of 50 in the United States and is expected to become the leading cause of death worldwide. Unfortunately, more than 70% of cancer deaths today are from cancers that have no recommended screening. GRAIL is dedicated to solving this problem—identifying more cancers earlier, when they can be treated more effectively and potentially cured. In March, we celebrated our 10th anniversary, and as we look back over the last decade, we are proud of the progress we've made as a company.

We were the first to launch a multi-cancer early detection test, a brand-new testing paradigm for cancer screening. We introduced Galleri nearly five years ago, enabling individuals and their physicians to identify cancers before symptoms appear, often at earlier stages. Our leadership is supported by one of the largest clinical datasets in the field and real-world commercial experience that we believe creates meaningful barriers to replication.

We are seeing strong commercial momentum, including continued growth in test volumes, expanding physician adoption, and increasing engagement across health systems. We are excited to lead this emerging field, which has the potential to fundamentally transform how cancer is detected. Our commercial experience and scale position us to sustain our leadership in the space. We have invested in building laboratory infrastructure to support scale and have the capacity for several years of growth. Combined with a strong financial profile, we are well positioned to achieve our key future milestones. Looking ahead, our priorities include advancing our regulatory pathway, expanding commercial adoption, and generating additional clinical evidence to support broader access and reimbursement.

It has been an honor to have served as CEO of GRAIL, and I am pleased to pass the reins to Dr. Joshua Ofman, GRAIL’s current President. What we are building together has the power to change the trajectory of cancer for generations and I am confident the company will carry our mission forward under Josh's leadership.

Robert Ragusa

Chief Executive Officer

April 28 2026,

As we look towards the future, we are incredibly excited about the performance of Galleri and the opportunity ahead of us. Adding Galleri to single cancer screenings has the potential to fundamentally transform and improve the performance of our overall cancer screening program. Based on results from our clinical studies, we believe that adding Galleri to standard of care single cancer screening, may enable identification of approximately 60% of cancers through screening. That's a vast improvement over the 14% of cancers that are screen-detected today.

Since we launched Galleri, we have been witness to the real human impact of this incredible technology. Individuals without any symptoms have been able to identify and treat cancer, often at early stages before the disease has become terminal.

We are currently losing nearly 2,000 of our loved ones each day, and this must stop. Early detection is one of the most compelling ways to put an end to this tragic impact on individuals and their families. We are inspired by the stories of patients lives that have been touched by detection of cancer by Galleri, and it’s these patient stories that drive us forward.

It's an incredibly exciting time for commercial growth at GRAIL. There's an enormous unmet need for cancer screening, a large addressable population, and we have best-in-class performance with Galleri. We're detecting cancers every single day, and our data readouts are generating real excitement with customers, driving physician and consumer confidence and creating a lot of momentum in the market.

We have developed a world-leading evidence base, built enormous operational testing capacity, and recently completed our PMA submission for Galleri. We are pursuing broad coverage and reimbursement to support our aspiration for population-scale MCED screening. Stakeholders in Washington, DC have successfully advanced legislation into law that provides Medicare the authority to pay for FDA-approved MCED tests, an enormous accomplishment for the entire field. To that end, we continue to progress our clinical utility and cost-effectiveness evidence base and will read out evidence from the 140,000-person NHS Galleri Trial and the 35,000-person PATHFINDER 2 study at a medical conference mid-year.

I’m very pleased to take the helm at GRAIL mid-year and continue to work with our incredible team to reduce the burden of cancer, which has such a devastating human and financial impact on individuals and their families.

Our vision is clear and bold—to detect cancer early, when it can be cured—at population scale, and we’re thankful for your continued support.

Joshua Ofman

President

Chief Executive Officer-elect

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Thursday, June 18, 2026

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of GRAIL, Inc., a Delaware corporation (the “Company”), will be held on Thursday, June 18, 2026 at 4:00 p.m. Eastern Time, via live webcast, for the following purposes:

•To elect Steven Mizell and Sarah Krevans as Class II Directors to serve until the 2029 Annual Meeting of Stockholders and until his or her successor shall have been duly elected and qualified; and

•To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

We will also transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting.

Holders of record of our common stock at the close of business on April 22, 2026 are entitled to notice of and to vote at the Annual Meeting, or any continuation, postponement, or adjournment of the Annual Meeting. A complete list of these stockholders will be available for examination of any stockholder for a period of ten days prior to the Annual Meeting for a purpose germane to the meeting by sending an email to Abram Barth, Chief Legal Officer and Secretary, at ir@grailbio.com, stating the purpose of the request and providing proof of ownership of Company stock. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting.

It is important that your shares be represented regardless of the number of shares you may hold. Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares via the toll-free telephone number or over the Internet, as described in the materials that follow. If you received a copy of the proxy card by mail, you may alternatively sign, date and mail the proxy card in the accompanying return envelope. Submitting your proxy now will not prevent you from voting your shares during the Annual Meeting if you desire to do so, as your proxy is revocable at your option.

By Order of the Board of Directors,

Abram Barth, Chief Legal Officer and Secretary

Menlo Park, California

CONTENTS

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include all statements other than statements of historical fact, including but not limited to statements regarding changes in leadership, commercial growth, achievement of future milestones, benefits of adding Galleri to the standard of care single cancer screening, planned coverage and reimbursement, and data read outs. More information regarding factors that could materially affect results and the accuracy of the forward-looking statements contained herein, may be found in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 12, 2026, and in our subsequent filings with the SEC. For the avoidance of doubt, neither the documents nor website references in this proxy statement, nor the materials accessible by such references, are hereby incorporated by reference absent explicit language to the contrary.