As filed with the Securities and Exchange Commission on February 20, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Guardant Health, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 45-4139254 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) | |
| 3100 Hanover Street Palo Alto, California |
94304 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
2018 Incentive Award Plan
2018 Employee Stock Purchase Plan
(Full Title of the Plan)
John Saia
Chief Legal Officer and Corporate Secretary
3100 Hanover Street
Palo Alto, California, 94304
(855) 698-8887
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Andrew Thorpe, Esq.
Elena Vespoli, Esq.
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
One Bush Plaza
Suite 1200
San Francisco, California 94104
Tel: (415) 978-9803
Fax: (415) 978-9806
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an aggregate of an additional 4,795,700 shares of common stock of the Registrant issuable under the following employee benefit plans for which registration statements (File Nos. 333-227762, 333-236807, 333-253733, 333-263105, 333-270241, 333-277312 and 333-285168) of the Registrant on Form S-8 (the “Registration Statements”) are effective: (i) the Guardant Health, Inc. 2018 Incentive Award Plan which, as a result of the operation of an automatic annual increase provision therein, added 3,689,000 shares of common stock and (ii) the Guardant Health, Inc. 2018 Employee Stock Purchase Plan which, as a result of the operation of an automatic annual increase provision therein, added 1,106,700 shares of common stock.
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON
FORM S-8
Pursuant to General Instruction E of Form S-8, the contents of the Registration Statements on Form S-8 filed with the Commission on October 10, 2018 (File No. 333-227762), March 2, 2020 (File No. 333-236807), March 1, 2021 (File No. 333-253733), February 28, 2022 (File No. 333-263105), March 2, 2023 (File No. 333-270241), February 23, 2024 (File No. 333-277312) and February 24, 2025 (File No. 333-285168) are incorporated by reference herein.
EXHIBIT INDEX
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Palo Alto, California, on February 20, 2026.
| Guardant Health, Inc. | ||
| By: | /s/ Michael Bell | |
| Michael Bell | ||
| Chief Financial Officer | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Helmy Eltoukhy, AmirAli Talasaz and Michael Bell and each of them, with full power of substitution and full power to act without the other, his or her true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file this registration statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Helmy Eltoukhy Helmy Eltoukhy |
Co-Chief Executive Officer (Principal Executive Officer) and Chairman of the Board of Directors |
February 20, 2026 | ||
| /s/ AmirAli Talasaz AmirAli Talasaz |
Co-Chief Executive Officer (Principal Executive Officer) and Director |
February 20, 2026 | ||
| /s/ Michael Bell Michael Bell |
Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) |
February 20, 2026 | ||
| /s/ Ian Clark Ian Clark |
Director | February 20, 2026 | ||
| /s/ Alex M. Azar II Alex M. Azar II |
Director | February 20, 2026 | ||
| /s/ Vijaya Gadde Vijaya Gadde |
Director | February 20, 2026 | ||
| /s/ Meghan Joyce Meghan Joyce |
Director | February 20, 2026 | ||
| /s/ Steve Krognes Steve Krognes |
Director | February 20, 2026 | ||
| /s/ Manuel Hidalgo Medina Manuel Hidalgo Medina |
Director | February 20, 2026 | ||
| /s/ Roberto Mignone Roberto Mignone |
Director | February 20, 2026 | ||
| /s/ Myrtle Potter |
Director | February 20, 2026 | ||
| Myrtle Potter |
||||
| /s/ Musa Tariq Musa Tariq |
Director | February 20, 2026 | ||