8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 12, 2025

GUARDANT HEALTH, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38683	45-4139254
(State or other jurisdiction<br><br>of incorporation or organization)	(Commission<br><br>File Number)	(I.R.S. Employer<br><br>Identification No.)

3100 Hanover Street

Palo Alto, California 94304

(Address of principal executive offices) (Zip Code)

855-698-8887

(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 Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00001 par value per share	GH	The Nasdaq Global Select Market

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.

On September 12, 2025, the Board of Directors (the “Board”) of Guardant Health, Inc. (the “Company”) increased the number of directors on the Board to 11 and appointed Alex M. Azar II, former United States Secretary of Health and Human Services, as a Class III director of the Company, to be effective as of September 12, 2025. Secretary Azar will serve on the Board for a term expiring at the 2027 Annual Meeting of Stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation or removal. In connection with his appointment to the Board, Secretary Azar was appointed to the nominating and corporate governance committee of the Board.

Secretary Azar has been an Adjunct Professor and Distinguished Executive-in-Residence at the Herbert Business School of the University of Miami since 2021. From 2018 to 2021, Secretary Azar served as the 24th Secretary of the U.S. Department of Health and Human Services. Prior to serving as Secretary, Mr. Azar held several other executive roles including President of the U.S. affiliate of Eli Lilly and Company, Deputy Secretary and General Counsel for the Department of Health and Human Services, and Partner at Wiley Rein LLP. He received a Bachelor of Arts degree in Government and Economics from Dartmouth College and a J.D. from Yale Law School.

Secretary Azar will receive the standard compensation paid by the Company to all of its non-employee directors under the Company’s Amended Non-Employee Director Compensation Program (the “Program”). Pursuant to the Program, Secretary Azar will receive a stock option award and restricted stock unit award, each with a value of $362,500 (collectively, the “Initial Awards”). Each of the Initial Awards will vest with respect to one-fourth (1/4th) of the shares subject thereto on the first anniversary of Secretary Azar’s appointment to the Board, and as to the remaining three-fourths (3/4ths) of the shares subject thereto on each monthly anniversary of Secretary Azar’s appointment to the Board during the three-year period thereafter, subject to continued service through the applicable vesting date.

In accordance with the Company’s customary practice, the Company is entering into its standard form of indemnification agreement with Secretary Azar, 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 Secretary Azar’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 Secretary Azar and any other person pursuant to which he was selected as a director, nor are there any transactions in which Secretary Azar has an interest that would be reportable under Item 404(a) of Regulation S-K.

On September 15, 2025, the Company issued a press release announcing Secretary Azar’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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release of Guardant Health, Inc., dated September 15, 2025
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:	September 15, 2025	By:	/s/ John G. Saia
			John G. Saia
			Chief Legal Officer and Corporate Secretary

Document

Exhibit 99.1

NEWS RELEASE

Alex M. Azar II Joins Guardant Health Board of Directors

PALO ALTO, Calif., September 15, 2025 -- Guardant Health, Inc. (Nasdaq: GH), a leading precision oncology company, today announced the appointment of Alex M. Azar II to its board of directors, effective immediately. As the 24th Secretary of the U.S. Department of Health and Human Services (HHS), Secretary Azar had oversight and management of agencies critical to all Americans’ health care including the Centers for Medicare and Medicaid Services, the Food and Drug Administration, and the Center for Disease Control and Prevention.

“We’re honored to welcome Secretary Azar to Guardant’s board,” said Helmy Eltoukhy, chairman and co-CEO of Guardant Health. “Secretary Azar has served at the senior-most levels of government as well as the private sector, bringing deep operating experience coupled with a strategic understanding of how policy, innovation and patient access intersect. His perspective will be invaluable as we continue developing new innovations to conquer cancer and working to ensure more patients have access to lifesaving technologies.”

“Guardant pioneered a new category with liquid biopsy and continues to push the boundaries of what is possible as the leading company in the space,” said Secretary Azar. “I look forward to working with the board and leadership team to advance the company’s impact and mission of helping people live longer, healthier lives by catching and managing cancer earlier.”

Prior to his appointment as HHS Secretary, Azar held multiple executive leadership roles including as President of Lilly USA, LLC, the largest affiliate of Eli Lilly and Company, General Counsel of HHS, Deputy Secretary of HHS, and Partner at Wiley Rein LLP. He currently serves as an Adjunct Professor of Business and Distinguished Executive-in-Residence at the University of Miami Patti and Allan Herbert Business School. He also serves as a member of the Board of Trustees at the Aspen Institute, chairman of the board of LifeScience Logistics, a member of the boards of Global Health/MCS, AbsoluteCare, and Interwell Health, and as an advisor at Foresite Capital, a member of the advisory board of Milken Institute’s FasterCures, and a member of the Department of Health Policy Advisory Board at the Stanford University School of Medicine.

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.

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, 2024, and any current and periodic reports filed with or furnished to the Securities and Exchange Commission thereafter. 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