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GRAIL, Inc.

For the period ended May 29, 2025. Filed Apr 15, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 29, 2025 · Filed Apr 15, 2025

GRAL$121.44+1.9%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant☒ Filed by a Party other than the Registrant☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

GRAIL, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

April 15 2025,

To our shareholders,

2024 was a transformative year for GRAIL as we separated from Illumina and began publicly trading in June. Since the separation from Illumina, we have made great progress as a public company. We’ve seen strong growth for Galleri in a largely pre-reimbursement environment, progressed our regulatory efforts, improved our cost efficiency, and recently rolled out a new version of the test, preparing us for scalability.

We sold more than 137,000 tests in 2024, and achieved a 45% increase in U.S. Galleri revenue as compared with 2023. Galleri works by detecting DNA fragments shed into the bloodstream by tumor cells and localizing that signal to a specific organ or tissue type. The Galleri test is identifying deadly cancers in asymptomatic adults in clinical care today.

As an early leader in the field, we continue to establish strong relationships within the cancer and primary care communities, including collaborations with academic and community medical centers, opinion leaders, policy and advocacy groups. We are building on our clinical evidence program, as we look towards a future where we can detect more cancers through screening, before symptoms arise. We continue to make progress towards FDA product approval and reimbursement. In 2024, we completed final study visits for our two registrational studies, the NHS-Galleri study and PATHFINDER 2, and continue to anticipate completion of our PMA filing in the first half of 2026.

In the second half of 2024, we implemented a significant restructure intended to extend our capital runway into 2028, enabling us sufficient capital to achieve some major anticipated milestones, including the completion of our modular PMA submission for FDA approval of Galleri. Additionally, in late 2024, we began transitioning to an updated Galleri test leveraging an automated and integrated workflow in the laboratory. We believe this more efficient workflow will enable long-term cost reductions and support growth at population scale.

At GRAIL, we are looking to a future where we can detect more cancers through screening, before symptoms arise, which we believe will enable more effective treatments and reduce costs of care. We believe we are in a strong financial position, and are pleased with the momentum we are seeing as we continue to drive multi-cancer early detection from an idea towards becoming a new standard of care alongside existing cancer screenings.

On behalf of GRAIL’s Board of Directors, leadership team and employees, 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 2024 Annual Meeting of Stockholders on May 29, 2025.

Sincerely,

Bob Ragusa

Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Thursday, May 29, 2025

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of GRAIL, Inc., a Delaware corporation (the “Company”), will be held on Thursday, May 29, at 4:00 p.m. Eastern Time, via live webcast, for the following purposes:

To elect William (Bill) Chase as a Class I Director to serve until the 2028 Annual Meeting of Stockholders and until his 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, 2025.

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 March 31, 2025 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, General Counsel 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, General Counsel and Secretary

Menlo Park, California

CONTENTS

PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS1
ATTENDING THE ANNUAL MEETING1
PROPOSALS1
RECOMMENDATIONS OF THE BOARD2
INFORMATION ABOUT THIS PROXY STATEMENT2
QUESTIONS AND ANSWERS ABOUT THE 2025 ANNUAL MEETING OF STOCKHOLDERS3
PROPOSALS TO BE VOTED ON7
PROPOSAL 1 ELECTION OF DIRECTORS7
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM10
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS11
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS12
EXECUTIVE OFFICERS13
CORPORATE GOVERNANCE14
EXECUTIVE AND DIRECTOR COMPENSATION20
2024 SUMMARY COMPENSATION TABLE23
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END26
EXECUTIVE COMPENSATION ARRANGEMENTS27
EQUITY COMPENSATION PLAN INFORMATION29
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT32
DELINQUENT SECTION 16(A) REPORTS33
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS34
STOCKHOLDERS’ PROPOSALS38
OTHER MATTERS38
SOLICITATION OF PROXIES38
ContentsView on SEC.gov

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