Eltoukhy Helmy 4

4 · Guardant Health, Inc. · Filed Mar 17, 2026

AI-generated summary of this filing

Updated Mar 18, 2026

Guardant Health (GH) CEO Helmy Eltoukhy Exercises Awards, Withholds Shares

What Happened

Helmy Eltoukhy, CEO of Guardant Health (GH), converted/ exercised derivative awards on Jan 1, 2026 (38,283 shares) and Mar 13, 2026 (26,961 shares) for a total of 65,244 shares acquired on conversion. To satisfy tax withholding obligations, the company retained (disposed) 19,402 shares on Jan 1 at $102.14 each ($1,981,720) and 13,664 shares on Mar 13 at $85.49 each ($1,168,135), totaling 33,066 shares withheld and about $3.15M in value. On Mar 17, 2026 he was granted RSU awards totaling 112,677 shares (11,268 + 101,409) per the filing.

Key Details

Transaction dates and prices:
- 2026-01-01: Converted/exercised 38,283 derivative shares (no cash exercise price reported); 19,402 shares withheld for taxes at $102.14 = $1,981,720.
- 2026-03-13: Converted/exercised 26,961 derivative shares; 13,664 shares withheld for taxes at $85.49 = $1,168,135.
- 2026-03-17: Grants of RSUs totaling 112,677 shares (two awards).
Total withheld to cover taxes: 33,066 shares ≈ $3,149,855.
Footnotes of note:
- F1: Some lines reflect a change in form of ownership (transfer to the Helmy A. Eltoukhy Revocable Trust).
- F2: Shares retained by the company were to satisfy tax withholding and were not in excess of the tax liability.
- F3/F5/F6: Describe vesting schedules for prior and new RSU awards (some vested Jan 1, 2026; others vest quarterly or over three years).
Shares owned after the transactions: not specified in the provided filing details.
Filing date: Form 4 was filed 2026-03-17 covering transactions from Jan 1 and Mar 13 as well as the Mar 17 grants. Note that Form 4s are generally due within two business days of the transaction; reporting multiple earlier transactions on 3/17 may be later than the typical deadline.

Context

The conversions/exercises appear tied to RSU/derivative vesting and were followed by share-withholding to satisfy tax obligations (a routine administrative action, not an open-market sale by the insider). The withheld shares are reported as disposals for tax purposes (code F). The new RSU grants are subject to vesting schedules (see footnotes) and are not immediate purchases or sales.

Form 4

Period: 2026-01-01

DirectorCo-Chief Executive Officer

Transactions

Other
Common Stock
[F1]
2026-01-01−13,209→ 0 total
Other
Common Stock
[F1]
2026-01-01+13,209→ 2,062,726 total(indirect: By Trust)
Exercise/Conversion
Common Stock
2026-01-01+38,283→ 2,101,009 total(indirect: By Trust)
Tax Payment
Common Stock
[F2]
2026-01-01$102.14/sh−19,402$1,981,720→ 2,081,607 total(indirect: By Trust)
Exercise/Conversion
Common Stock
2026-03-13+26,961→ 2,108,568 total(indirect: By Trust)
Tax Payment
Common Stock
[F2]
2026-03-13$85.49/sh−13,664$1,168,135→ 2,094,904 total(indirect: By Trust)
Exercise/Conversion
Restricted Stock Units
[F3][F4]
2026-01-01−38,283→ 77,727 total
Exercise: $0.00→ Common Stock (38,283 underlying)
Exercise/Conversion
Performance-Based Restricted Stock Units
[F4]
2026-03-13−26,961→ 0 total
Exercise: $0.00From: 2026-03-13→ Common Stock (26,961 underlying)
Award
Restricted Stock Units
[F5][F4]
2026-03-17+11,268→ 11,268 total
Exercise: $0.00→ Common Stock (11,268 underlying)
Award
Restricted Stock Units
[F6][F4]
2026-03-17+101,409→ 101,409 total
Exercise: $0.00→ Common Stock (101,409 underlying)

Footnotes (6)

[F1]Reflects changes in form of ownership from direct to indirect due to transfer of shares to Helmy A. Eltoukhy Revocable Trust.
[F2]These shares were retained by the Company in order to meet the tax withholding obligations of the award-holder in connection with the vesting of an installment of the restricted stock units. The amount retained by the Company was not in excess of the amount of the tax liability.
[F3]This represents a restricted stock unit award granted on March 12, 2025 that vested with respect to 33% of the shares on January 1, 2026 and the remaining 67% of the shares vests in equal quarterly installments over the remaining two-year period thereafter.
[F4]Not applicable for Restricted Stock Units.
[F5]This represents a restricted stock unit award granted on March 17, 2026 that vests in four equal installments on the last day of each calendar quarter, March 31, 2026, June 30, 2026, September 30, 2026, and December 31, 2026.
[F6]This represents a restricted stock unit award granted on March 17, 2026 that vests over a three-year period. 33% of the shares subject to such award vests on January 1, 2027 and the remaining 67% of the shares vest in equal quarterly installments over the remaining two-year period thereafter.

Signature

/s/ John G. Saia, as attorney-in-fact for Helmy Eltoukhy|2026-03-17

1 file