Guardant Health, Inc 8-K, filed Nov 3, 2026
Guardant Health, Inc. (GH)
About this 8-K
Guardant Health, Inc filed this 8-K on November 3, 2026, reporting on events of November 2, 2026.
Guardant Health expanded its board to 11 by appointing Kevin R. Sayer effective November 2, 2026, and appointed Robert A. Parks Chief Accounting Officer. Sayer will receive a $500,000 restricted stock unit award and a $60,000 per year cash retainer. AI summary
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, include area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading |
Name of each exchange | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment of Director
On November 2, 2026, the Board of Directors (the “Board”) of Guardant Health, Inc. (the “Company”) increased the number of directors on the Board to 11 and appointed Kevin R. Sayer, 68, as a Class II director of the Company, to be effective as of November 2, 2026. Mr. Sayer will serve on the Board for a term expiring at the 2029 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal.
Mr. Sayer has served as a director on the board of Dexcom, Inc. since November 2007 and as Chairperson of the Board since July 2018. He was appointed Executive Chairman of the Board of Dexcom effective January 1, 2026. Mr. Sayer served as President and Chief Executive Officer of Dexcom from January 2015 to January 2026. He had served as President since 2011. From January 2013 until January 2015, Mr. Sayer also served as the company’s Chief Operating Officer. From April 2007 to December 2010, Mr. Sayer served as Chief Financial Officer of Biosensors International Group, Ltd., a medical technology company developing, manufacturing and commercializing medical devices used in interventional cardiology and critical care procedures. Prior to joining Biosensors, Mr. Sayer served as an independent healthcare and medical technology industry consultant and in executive roles at Specialty Laboratories, Inc. a company offering clinical reference laboratory services, and MiniMed, Inc. until it was acquired by Medtronic, Inc. where he served in executive roles at Medtronic MiniMed. Mr. Sayer is a Certified Public Accountant (inactive) and received his Master’s Degree in Accounting and Information Systems concurrently with a B.A., both from Brigham Young University.
Mr. Sayer will receive the standard compensation paid by the Company to all of its non-employee directors under the Company’s Eligible Director Compensation Program (the “Program”). Pursuant to the Program, Mr. Sayer will receive a restricted stock unit award with a value of $500,000 (the “Initial Award”). The Initial Award will vest with respect to one-third (1/3rd) of the shares subject thereto on the first anniversary of Mr. Sayer’s appointment to the Board, and as to the remaining two-thirds (2/3rds) of the shares subject thereto on each anniversary of Mr. Sayer’s appointment to the Board during the two-year period thereafter, subject to continued service through the applicable vesting date. In addition, Mr. Sayer will receive a cash retainer of $60,000 per year for service as a director.
In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Mr. Sayer, which will require the Company to indemnify him against certain liabilities that may arise as result of his status or service as a director. The description of Mr. Sayer’s indemnification agreement is qualified in its entirety by the full text of the form of indemnification agreement, which is attached to the Company’s Registration Statement on Form S-1/A filed with the Securities and Exchange Commission on September 18, 2018 as Exhibit 10.8.
There are no arrangements or understandings between Mr. Sayer and any other person pursuant to which he was selected as a director, nor are there any transactions in which Mr. Sayer has an interest that would be reportable under Item 404(a) of Regulation S-K.
On November 3, 2026, the Company issued a press release announcing Mr. Sayer’s appointment to the Board, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Appointment of Principal Accounting Officer
On November 2, 2026, the Board appointed Robert A. Parks as Chief Accounting Officer and he assumed the role of principal accounting officer of the Company. Mr. Parks, 54, served as Chief Accounting Officer of Fortrea Holdings Inc., a clinical research organization, from August 2024 to August 2026. Prior to that, Mr. Parks served as Chief Accounting Officer of SailPoint Technologies Holdings, Inc., an identity security software solutions company, from September 2023 to August 2024, as Chief Accounting Officer of NetApp, Inc., a global data storage solutions provider, from 2021 to September 2023, and as Chief Accounting Officer of Syneos Health, Inc., a clinical research and commercialization services company, from 2018 to 2021. Mr. Parks also was employed by IQVIA Holdings, Inc. (formerly Quintiles), a biopharmaceutical services company, from 2011 to 2018, holding positions of increasing
responsibility, including Senior Vice President, Corporate Controller and Principal Accounting Officer. Mr. Parks began his career at Ernst & Young LLP. Mr. Parks is a Certified Public Accountant and holds a B.S. in Accounting from the University of Maryland, College Park.
Mr. Parks will receive an annual base salary and is eligible to receive an annual incentive bonus and annual long-term incentive awards in the form of restricted stock units under the Company’s 2023 Employment Inducement Award Plan, a copy of which was filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Mr. Parks will also be eligible to participate in the Company’s other benefit plans and programs as described in the Company’s Definitive Proxy Statement for the 2026 Annual Meeting of Stockholders, filed on Schedule 14A with the Securities and Exchange Commission on April 28, 2026.
There are no arrangements or understandings between Mr. Parks and any other person pursuant to which he was appointed as Chief Accounting Officer of the Company, and he is not a party to, nor does he have any direct or indirect material interest in, any transaction requiring disclosure under Item 404(a) of Regulation S-K. He does not have any family relations with any directors or executive officers of the Company.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Guardant Health, Inc., dated November 3, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GUARDANT HEALTH, INC. | ||||||
| Date: November 3, 2026 | By: | /s/ John G. Saia | ||||
| John G. Saia | ||||||
| Chief Legal Officer and Corporate Secretary | ||||||
Exhibit 99.1
NEWS RELEASE
Kevin Sayer Joins Guardant Health Board of Directors
PALO ALTO, Calif., — November 3, 2026 — Guardant Health, Inc. (Nasdaq: GH), a leading precision oncology company, today announced the appointment of Kevin Sayer to its board of directors. Mr. Sayer is former CEO of Dexcom, Inc. and current Executive Chairman of the Dexcom board, with decades of strategic leadership experience in digital health technology.
“We are excited to welcome Kevin Sayer to Guardant’s board,” said Helmy Eltoukhy, chairman and co-CEO of Guardant Health. “Kevin has played a pivotal role in advancing innovations that have transformed how people monitor and manage disease and has a strategic and operations record delivering significant growth. His expertise will be invaluable to Guardant as we continue to pioneer innovations in how we screen, monitor, and treat disease.”
“Guardant’s leadership in liquid biopsy puts it in a powerful position to shape the next era of cancer care and disease detection, where AI can turn increasingly rich molecular data into more precise, actionable insights,” said Mr. Sayer. “I’m excited to work with the team to build on that leadership and help bring the benefits of earlier detection and more personalized treatment to more patients.”
Mr. Sayer has served as Executive Chair of the Dexcom board since 2026, as Chairman of the Board since 2018, and as a director on the board since 2007. Additionally, Mr. Sayer served as CEO of Dexcom from 2015 to 2026, and as a Dexcom executive since 2011. Prior to his roles at Dexcom, Mr. Sayer served as CFO of Biosensors International Group, Ltd., as an independent healthcare and medical technology industry consultant, as EVP and CFO of Specialty Laboratories, Inc., and as CFO of MiniMed, Inc. Mr. Sayer is a Certified Public Accountant (inactive) and received his Master’s Degree in Accounting and Information Systems concurrently with a B.A., both from Brigham Young University.
About Guardant Health
Guardant Health is a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer. Founded in 2012, Guardant is transforming patient care and accelerating new cancer therapies by providing critical insights into what drives disease through its advanced blood and tissue tests, real-world data and AI analytics. Guardant tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and treatment selection for patients with advanced cancer. For more information, visit guardanthealth.com and follow the company on LinkedIn, X (Twitter) and Facebook.
Guardant Health Forward-Looking Statements
This press release contains forward-looking statements within the meaning of federal securities laws, including statements regarding the potential utilities, values, benefits and advantages of Guardant Health’s liquid biopsy tests or assays, which involve risks and uncertainties that could cause the actual results to differ materially from the anticipated results and expectations expressed in these forward-looking statements. These statements are based on current expectations, forecasts and assumptions, and actual outcomes and results could differ materially from these statements due to a number of factors. These and additional risks and uncertainties that could affect Guardant Health’s financial and operating results and cause actual results to differ materially from those indicated by the forward-looking statements made in this press release include those discussed under the captions “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” and elsewhere in its Annual Report on Form 10-K for the year ended December 31, 2025 and in its other reports filed with or furnished to the Securities and Exchange Commission. The forward-looking statements in this press release are based on information available to Guardant Health as of the date hereof, and Guardant Health disclaims any obligation to update any forward-looking statements provided to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing Guardant Health’s views as of any date subsequent to the date of this press release.
Investor Contact:
Zarak Khurshid
investors@guardanthealth.com
Media Contact:
Meaghan Smith
press@guardanthealth.com