Talasaz AmirAli 4

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

AI-generated summary of this filing

Updated Mar 18, 2026

Guardant Health (GH) CEO AmirAli Talasaz Exercises RSUs, Withholds Shares

What Happened

AmirAli Talasaz, CEO of Guardant Health (GH), converted/vested restricted stock units (derivative conversions/exercises) and had shares withheld to cover tax obligations. On 2026-01-01 he converted/received 38,283 shares (derivative conversion) and on 2026-03-13 he converted/received 26,961 shares. To satisfy tax withholding tied to these vestings/conversions, 19,402 shares were withheld on 2026-01-01 (priced at $102.14, value $1,981,720) and 13,664 shares were withheld on 2026-03-13 (priced at $85.49, value $1,168,135). Total value of shares withheld for taxes ≈ $3,149,855. On 2026-03-17 he was granted additional restricted stock unit awards totaling 11,268 and 101,409 shares (see vesting notes below).

Key Details

Transaction dates/prices/values:
- 2026-01-01: Conversion/vesting of 38,283 derivative shares (M); 19,402 shares withheld (F) at $102.14 → $1,981,720.
- 2026-03-13: Conversion/vesting of 26,961 derivative shares (M); 13,664 shares withheld (F) at $85.49 → $1,168,135.
- 2026-01-01: Transfer of 13,209 shares (J) reflecting change in form of ownership (direct → indirect).
- 2026-03-17: Grants (A) of 11,268 and 101,409 restricted stock units (derivative awards).
Shares owned after transaction: Not specified in the provided filing excerpt.
Notable footnotes:
- F1: Change in form of ownership to the Talasaz and Eskandari 2017 Family Trust for 13,209 shares.
- F2: Shares retained by the company to meet tax withholding on vesting; amount retained not in excess of tax liability.
- F3: The Jan 1, 2026 activity relates to an RSU grant from 3/12/2025 that vested 33% on 1/1/2026, with remaining 67% vesting quarterly over the next two years.
- F5/F6: The Mar 17, 2026 grants have scheduled vesting—one vests in four equal quarterly installments in 2026 (F5); the other vests over three years with 33% on 1/1/2027, then quarterly thereafter (F6).
Filing: Form 4 filed 2026-03-17 reporting transactions from 2026-01-01 through 2026-03-17.

Context

These entries are primarily vesting/conversion of RSUs and the company withholding shares to cover tax obligations (code F). That is a common, administrative outcome of equity vesting rather than an open-market sale; withheld shares are not a market sale for investment signal purposes.
Derivative code M here indicates conversion/exercise of derivative awards (RSUs/options) into common shares. The withheld/retained shares (F) were used for tax withholding rather than sold on the open market.
The 13,209-share J transfer reflects a change in how ownership is held (direct → indirect trust), which is administrative and not a purchase/sale signal.

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→ 2,096,311 total(indirect: By Trust)
Exercise/Conversion
Common Stock
2026-01-01+38,283→ 2,134,594 total(indirect: By Trust)
Tax Payment
Common Stock
[F2]
2026-01-01$102.14/sh−19,402$1,981,720→ 2,115,192 total(indirect: By Trust)
Exercise/Conversion
Common Stock
2026-03-13+26,961→ 2,142,153 total(indirect: By Trust)
Tax Payment
Common Stock
[F2]
2026-03-13$85.49/sh−13,664$1,168,135→ 2,128,489 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 Talasaz and Eskandari 2017 Family 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 vest 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 AmirAli Talasaz|2026-03-17

1 file