What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-19 compared with 2025-02-20 · 421 added, 318 removed, 1007 unchanged (42% of the section changed)

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Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets

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We have audited the accompanying consolidated balance sheets of Guardant Health, Inc.

and subsidiaries (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

and subsidiaries (the "Company") as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 19, 2026, expressed an unqualified opinion on the Company's internal control over financial reporting.

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Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Precision Oncology Testing Revenue – Estimated Transaction Price for Clinical Customers — Refer to Note 2 to the consolidated financial statements

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Oncology and Screening Revenue Testing – Estimated Transaction Price for Clinical Customers — Refer to Note 2 to the consolidated financial statements

Critical Audit Matter Description

The Company recognizes revenue from the sale of precision oncology tests for clinical customers at the time results of the test are reported to physicians.

Most precision oncology tests requested by clinical customers are sold without a written agreement;

The Company recognizes revenue from the sale of oncology and screening tests for clinical customers at the time results of the test are reported to physicians.

Most oncology and screening tests requested by clinical customers are sold without a written agreement;

however, the Company determines an implied contract exists with its clinical customers.

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Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration.

We identified management’s estimation of the transaction price for precision oncology tests for clinical customers as a critical audit matter due to the significant judgments required by management to estimate payer reimbursements.

This required a high degree of auditor judgment and an increased extent of effort, including the involvement of more experienced engagement team members, when performing audit procedures to evaluate the estimated transaction prices for precision oncology tests.

We identified management’s estimation of the transaction price for oncology and screening tests for clinical customers as a critical audit matter due to the significant judgments required by management to estimate the expected consideration to be received for its services.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to estimated transaction prices for precision oncology tests for clinical customers, included the following, among others:

• We understood and tested the design, implementation, and operating effectiveness of controls over management’s determination of the assumptions used and the related review and approval of the estimated transaction prices.

• We developed an independent expectation of the estimated transaction prices for precision oncology tests for clinical customers in developing an independent expectation of revenue and comparing the recorded amount to our expectation.

• We tested the assumptions used in our independent expectation of the estimated transaction prices for precision oncology tests for clinical customer by:

Our audit procedures related to estimated transaction prices for oncology and screening tests for clinical customers, included the following, among others:

• We developed an independent expectation of the estimated transaction prices for oncology and screening tests for clinical customers in developing an independent expectation of revenue and comparing the recorded amount to our expectation.

• We tested the assumptions used in our independent expectation of the estimated transaction prices for oncology and screening tests for clinical customers by:

• Testing the historical cash receipts from payers used in the estimate of transaction prices, by making selections and agreeing the selected information to source documents.

▪ Testing the completeness and accuracy of the precision oncology tests for clinical customers reported to physicians used in our independent expectation, by making selections and agreeing the selected information to source documents.

• We tested management’s ability to estimate transaction prices accurately by comparing recorded revenue to cash receipts received through December 2024.

• We evaluated trends in estimated transaction prices and revenue compared to previous periods to identify evidence that is inconsistent with management’s assumptions regarding estimated transaction prices.

▪ Testing the completeness and accuracy of the oncology and screening tests for clinical customers reported to physicians used in our independent expectation, by making selections and agreeing the selected information to source documents.

• We tested management’s ability to estimate transaction prices accurately by comparing recorded revenue to cash receipts received through December 2025 for oncology and screening tests delivered through the same period.

/s/ Deloitte & Touche LLP

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We have served as the Company’s auditor since 2023.

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Guardant Health, Inc.

Opinion on the Financial Statements

We have audited the consolidated statements of operations, comprehensive loss, stockholders' equity and cash flows of Guardant Health, Inc.

(the Company) for the year ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2015 to 2023.

San Mateo, California

February 23, 2023

except for Note 15, as to which the date is

February 20, 2025

Guardant Health, Inc.

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$ 2,013,659 $ 1,485,609

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

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Commitments and contingencies (Note 9)

Stockholders’ equity (deficit):

Stockholders’ deficit:

Preferred stock, par value of $ 0.00001 per share;

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( 2,994,512 ) ( 2,578,235 )

Total Stockholders’ Equity (Deficit)

Total Stockholders’ Deficit

( 99,307 ) ( 139,647 )

Total Liabilities and Stockholders’ Equity (Deficit)

Total Liabilities and Stockholders’ Deficit

$ 2,013,659 $ 1,485,609

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2025 2024 2023

Precision oncology testing $ 687,936 $ 514,249 $ 392,049

Development services and other

$ 982,021 $ 739,016 $ 563,948

Total revenue

739,016 563,948 449,538

Costs and operating expenses:

Cost of precision oncology testing 260,581 205,528 148,199

Cost of development services and other 29,218 21,524 8,126

Cost of revenue

349,007 289,799 227,052

Research and development expense 364,191 347,753 367,194

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Other income (expense), net ( 10,490 ) ( 42,605 ) 53,174

Fair value adjustments of noncontrolling interest liability — — ( 99,785 )

Loss before provision for income taxes

Loss before (benefit from) provision for income taxes

( 417,540 ) ( 435,089 ) ( 478,764 )

Provision for income taxes

(Benefit from) provision for income taxes

( 1,263 ) 1,284 685

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$ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 )

Other comprehensive income (loss), net of tax impact:

Unrealized gain (loss) on available-for-sale securities

Other comprehensive income (loss):

Unrealized (loss) gain on available-for-sale securities

( 142 ) 244 16,758

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491 ( 1,770 ) ( 911 )

Other comprehensive (loss) income

Other comprehensive income (loss)

349 ( 1,526 ) 15,847

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Deficit Total Stockholders’ Equity (Deficit)

Shares Amount

Shares Amount Treasury Stock

Balance as of January 1, 2023

102,619,383 $ 1 $ — $ 1,742,114 $ ( 19,522 ) $ ( 1,662,413 ) $ 60,180

Issuance of common stock upon follow-on offering, net of offering costs of $ 21,131

14,375,000 — — 381,369 — — 381,369

Issuance of common stock upon registered direct offering 3,387,446 — — 90,616 — — 90,616

Issuance of common stock upon exercise of stock options 51,124 — — 405 — — 405

Vesting of restricted stock units 732,038 — — — — — —

Vesting of common stock exercised early — — 8 — — 8

Issuance of common stock under employee stock purchase plan 464,870 — — 10,154 — — 10,154

Employee taxes paid related to settlement of restricted stock units

— — ( 7,878 ) — — ( 7,878 )

Employee taxes paid related to net share settlement of restricted stock units — — — ( 11,197 ) — — ( 11,197 )

Stock-based compensation — — — 90,759 — — 90,759

Tender offer issued in connection with the Joint Venture Acquisition and acquisition related costs — — ( 14,235 ) — — ( 14,235 )

Other comprehensive loss

— — — ( 14,758 ) — ( 14,758 )

Other comprehensive income — — — — 15,847 — 15,847

Net loss — — — — — ( 479,449 ) ( 479,449 )

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121,629,861 1 — 2,304,220 ( 3,675 ) ( 2,141,862 ) 158,684

Issuance of common stock upon follow-on offering, net of offering costs of $ 21,131

14,375,000 — 381,369 — — 381,369

Issuance of common stock upon registered direct offering 3,387,446 — 90,616 — — 90,616

Issuance of common stock upon exercise of stock options 609,495 — — 3,119 — — 3,119

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Issuance of common stock under employee stock purchase plan 577,758 — — 11,719 — — 11,719

Employee taxes paid related to settlement of restricted stock units

— — ( 11,197 ) — — ( 11,197 )

Employee taxes paid related to net share settlement of restricted stock units — — — ( 15,681 ) — — ( 15,681 )

Stock-based compensation — — — 140,411 — — 140,411

Other comprehensive income

— — — 15,847 — 15,847

Other comprehensive loss — — — — ( 1,526 ) — ( 1,526 )

Net loss — — — — — ( 436,373 ) ( 436,373 )

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123,994,006 1 — 2,443,788 ( 5,201 ) ( 2,578,235 ) ( 139,647 )

Issuance of common stock upon follow-on public offering, net of offering costs of $ 17,668

2,856,981 — — 239,460 — — 239,460

Repurchase of treasury stock ( 976,351 ) — ( 45,010 ) — — — ( 45,010 )

Reissuance of treasury stock upon follow-on public offering 976,351 — 45,010 42,862 — — 87,872

Issuance of common stock upon exercise of stock options 627,325 — — 19,223 — — 19,223

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Issuance of common stock under employee stock purchase plan 482,099 — — 13,585 — — 13,585

Employee taxes paid related to settlement of restricted stock units

— — ( 15,681 ) — — ( 15,681 )

Employee taxes paid related to net share settlement of restricted stock units — — — ( 30,535 ) — — ( 30,535 )

Stock-based compensation — — — 166,217 — — 166,217

Other comprehensive loss

— — — ( 1,526 ) — ( 1,526 )

Unwinding of convertible note hedges — — — 5,456 — — 5,456

Other comprehensive income — — — — 349 — 349

Net loss — — — — — ( 416,277 ) ( 416,277 )

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Operating lease costs 33,577 31,133 29,699

Contingent consideration 1,010 110 4,305

Gain on extinguishment of convertible notes

( 13,672 ) — —

Stock-based compensation 166,217 140,411 90,759

Amortization of debt issuance costs 2,581 2,575 2,569

Amortization of (discount) premium on marketable debt securities ( 6,774 ) ( 13,552 ) 4,595

Unrealized and realized losses (gains) on marketable equity securities

Interest income received on marketable debt securities

Amortization of discount on marketable debt securities

( 5,877 ) ( 6,774 ) ( 13,552 )

Unrealized and realized losses (gains) on marketable equity securities — 44,401 ( 79,710 )

Impairment of non-marketable equity securities and other related assets 18,582 — 29,054

Fair value adjustments of noncontrolling interest liability — — 99,785

Other ( 294 ) 5,819 1,503

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( 48,306 ) ( 35,085 ) ( 20,486 )

Net cash (used in) provided by investing activities

Acquisition of business, net of cash acquired

( 58,988 ) — —

Net cash (used in) provided by investing activities ( 627,202 ) ( 261,308 ) 840,250

FINANCING ACTIVITIES:

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Proceeds from issuance of common stock upon exercise of stock options 19,223 3,119 405

Employee taxes paid related to settlement of restricted stock units

Employee taxes paid related to net share settlement of restricted stock units

( 30,535 ) ( 15,681 ) ( 11,197 )

Repurchase of treasury stock

( 45,010 ) — —

Proceeds from reissuance of treasury stock

Proceeds from equity offerings 257,128 — 493,116

Payment of equity offering costs ( 17,668 ) — ( 21,131 )

Joint Venture Acquisition — — ( 177,785 )

Tender offer issued in connection with the Joint Venture Acquisition and acquisition related costs — — ( 14,235 )

Other ( 153 ) 6,028 ( 1,136 )

Net cash (used in) provided by financing activities

Proceeds from borrowings on convertible senior notes

Payment of debt issuance costs

( 24,588 ) — —

Proceeds from unwinding of convertible note hedges

Other 3,596 ( 153 ) 6,028

Net cash provided by (used in) financing activities 671,133 ( 996 ) 477,375

Net effect of foreign exchange rate changes on cash, cash equivalents and restricted cash 491 ( 1,770 ) ( 911 )

Net (decrease) increase in cash, cash equivalents and restricted cash ( 140,338 ) ( 503,932 ) 991,739

( 503,932 ) 991,739 ( 350,340 )

Cash, cash equivalents and restricted cash – Beginning of period 629,755 1,133,687 141,948

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Supplemental Disclosures of Cash Flow Information:

Cash paid for interest $ 3,771 $ — $ —

Cash paid for income taxes $ 869 $ 1,007 $ 1,969

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111,214 104,215 150

Restricted cash – included in other assets, net — — 301

Total cash, cash equivalents and restricted cash $ 489,417 $ 629,755 $ 1,133,687

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Guardant Health, Inc., or the Company, is a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer.

The Company is transforming patient care by providing critical insights into what drives disease through its advanced blood and tissue tests, and real-world data.

The Company's tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and helping doctors select the best treatment for patients with advanced cancer.

For patients with advanced stage cancer, the Company has commercially launched Guardant360 LDT and Guardant360 CDx, the first comprehensive liquid biopsy test approved by the U.S.

Food and Drug Administration, or the FDA, to provide tumor mutation profiling with solid tumors and to be used as a companion diagnostic in connection with non-small cell lung cancer, or NSCLC, and breast cancer.

The Company has also launched the Guardant360 TissueNext tissue test for advanced-stage cancer, Guardant Reveal blood test to detect residual and recurring disease in early-stage colorectal, breast and lung cancer patients, and Guardant360 Response blood test to predict patient response to immunotherapy or targeted therapy eight weeks earlier than current standard-of-care imaging.

The Company also collaborates with biopharmaceutical companies in clinical studies by providing the above-mentioned tests, as well as the GuardantOMNI blood test for advanced-stage cancer, and the GuardantINFINITY blood test, a next-generation Smart Liquid Biopsy that provides new, multi-dimensional insights into the complexities of tumor molecular profiles and immune response to advance cancer research and therapy development.

Using data collected from its tests, the Company has also developed its GuardantINFORM platform to help biopharmaceutical companies accelerate precision oncology drug development through the use of this in-silico research platform to unlock further insights into tumor evolution and treatment resistance across various biomarker-driven cancers.

For early cancer detection, in May 2022, the Company launched the Shield LDT test to address the needs of individuals eligible for colorectal cancer screening.

From a simple blood draw, Shield uses a novel multimodal approach to detect colorectal cancer signals in the bloodstream, including DNA that is shed by tumors.

In December 2022, the Company announced that the ECLIPSE study, a registrational study evaluating the performance of its Shield blood test for detecting colorectal cancer in average-risk adults, met co-primary endpoints.

In addition, in March 2023, the Company submitted a premarket approval application, or PMA, for its Shield blood test to the FDA.

In July 2024, the Company received FDA approval of its Shield blood test for colorectal cancer screening in adults age 45 and older who are at average risk for the disease, and in August 2024, the Company's Shield blood test became commercially available in the U.S.

as the first blood test approved by the FDA for primary colorectal cancer screening, meaning healthcare providers can offer Shield in a manner similar to all other non-invasive methods recommended in screening guidelines.

Shield is also the first blood test for colorectal cancer screening that meets coverage requirements by Medicare.

The Company is transforming patient care by providing critical insights into what drives disease through its advanced blood and tissue tests, real-world data and AI analytics.

The Company's 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 patients with advanced-stage cancer, the Company offers the Guardant360 Liquid test, formerly known as the Guardant360 LDT test, and the Guardant360 CDx test, the first comprehensive liquid biopsy test approved by the U.S.

The Company also offers the Guardant360 Tissue test for advanced-stage cancer and the Guardant Reveal test to detect residual and recurring disease in early-stage colorectal, breast and lung cancer patients.

The Company has also expanded the Guardant Reveal test to include late-stage therapy response monitoring for patients with solid tumors.

The Company's product portfolio is now powered by its Smart Platform, which utilizes methylation technology with genomic, epigenomic, and RNA-based data, to unlock multi-modal biology with proprietary chemistry, advanced algorithms and its InfinityAI learning engine.

The Company also collaborates with biopharmaceutical companies in clinical studies by providing the above-mentioned tests, as well as the GuardantINFINITY blood test, also powered by the Smart Platform, which provides new, multi-dimensional insights into the complexities of tumor molecular profiles and immune response to advance cancer research and therapy development, and the GuardantOMNI blood test for advanced-stage cancer.

Using data collected from its tests and through AI-enabled analytical tools, the Company has also developed its GuardantINFORM platform to help biopharmaceutical companies accelerate precision oncology drug development through the use of this in-silico research platform to unlock further insights into tumor evolution and treatment resistance across various biomarker-driven cancers.

For early cancer detection, the Company offers the Shield blood test for colorectal cancer screening in adults age 45 and older who are at average risk for the disease.

Shield is the first blood test approved by the FDA for primary colorectal cancer screening and also the first blood test for colorectal cancer screening that meets coverage requirements by Medicare.

In addition, our Shield blood test is included in the National Comprehensive Cancer Network colorectal cancer screening guidelines.

The Company was incorporated in Delaware in December 2011 and is headquartered in Palo Alto, California.

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The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and in conjunction with the rules and regulations of the Securities and Exchange Commission, or the SEC.

The accompanying consolidated financial statements include the accounts of Guardant Health, Inc., its consolidated Joint Venture (see Note 3, Joint Venture ), and its wholly owned subsidiaries.

The accompanying consolidated financial statements include the accounts of Guardant Health, Inc.

and its wholly owned subsidiaries.

All intercompany balances and transactions have been eliminated in consolidation.

The Company adjusted the accompanying consolidated balance sheet as of December 31, 2023 to separately present accounts payable and accrued expenses, inclusive of accrued compensation.

In addition, certain other reclassifications of prior period amounts were made to conform with the current period presentation.

The Company determined the adjustment is immaterial based on consideration of quantitative and qualitative factors.

In 2025, the Company started to present revenue and cost of revenue in a single line on the accompanying consolidated statement of operations.

Accordingly, the Company recast its presentation of revenue and cost of revenue for the years ended December 31, 2024 and 2023 to conform with the current year presentation.

See Revenue Recognition section of Note 2 Summary of Significant Accounting Policies to the Company's consolidated financial statements for additional information related to the disaggregation of revenue.

In addition, certain other immaterial reclassifications of prior year amounts were made to conform with the current year presentation.

The Company believes that its existing cash, cash equivalents, and marketable debt securities as of December 31, 2025 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the accompanying consolidated financial statements are issued.

As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost

As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost structure.

If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital.

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The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances.

Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, goodwill and identifiable intangible assets, stock-based compensation, incremental borrowing rate for operating leases, contingencies, certain inputs into the provision for income taxes, including related reserves, valuation of non-marketable securities, among others.

Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, goodwill and identifiable intangible assets, contingent consideration, stock-based compensation, incremental borrowing rate for operating leases, contingencies, certain inputs into the provision for (benefit from) income taxes, including related reserves, valuation of non-marketable securities, among others.

These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period.

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Cash equivalents are carried at cost, which approximates their fair value.

As of December 31, 2024, the Company had restricted cash balance of $ 104.2 million, of which $ 103.6 million was related to cash held as collateral under surety bond requirements related to the intellectual property dispute with TwinStrand Biosciences, Inc.

As of December 31, 2025 and 2024, the Company had restricted cash balance of $ 111.2 million and $ 104.2 million, of which $ 107.7 million and $ 103.6 million, respectively, were related to cash held as collateral under surety bond requirements related to the intellectual property dispute with TwinStrand Biosciences, Inc.

and the University of Washington, as described in Note 9 Commitments and Contingencies - Legal Proceedings to the Company's consolidated financial statements.

As of December 31, 2023, the Company's restricted cash balance was immaterial.

Marketable Debt Securities

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Impairment losses that are not credit-related are included in accumulated other comprehensive gain (loss) in stockholders’ equity (deficit).

Non-Marketable Securities

Non-Marketable Equity Securities

The Company acquires certain equity investments in private companies to promote business and strategic objectives.

The Company's investments in non-marketable equity securities do not give the Company the ability to control or exercise significant influence over the investees.

One of the investees is concluded to be a variable interest entity, or

VIE, but the Company is deemed not to be the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance.

The Company's non-marketable equity and other related investments totaled $ 16.1 million and $ 8.6 million as of December 31, 2024, and 2023, respectively, and are included in other assets, net on the accompanying consolidated balance sheets.

Non-marketable securities are recorded at cost, subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions.

The Company's evaluation of impairment of such non-marketable securities is based on adverse changes in market conditions and the regulatory or economic environment;

One of the investees is concluded to be a variable interest entity, or VIE, but the Company is deemed not to be the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance.

The Company's non-marketable

equity security investments totaled $ 6.5 million and $ 16.1 million as of December 31, 2025, and 2024, respectively, and are included in other assets, net on the accompanying consolidated balance sheets.

Non-marketable equity securities are recorded at cost, subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions.

The Company's evaluation of impairment of such non-marketable equity securities is based on adverse changes in market conditions and the regulatory or economic environment;

qualitative and quantitative analysis of the operating performance and financial condition of the investee;

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and additional funding requirements of the investee.

As a result of the evaluation, the Company recorded an impairment of $ 22.1 million for the year ended December 31, 2023 for one of its non-marketable equity security investments, included in other income (expense), net on the accompanying consolidated statements of operations.

In addition, in connection with the investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the investee, on or before December 31, 2022.

In September 2022, the Company decided not to exercise such rights to purchase the investee and recorded an impairment of $ 5.3 million for the year ended December 31, 2022, included in other income (expense), net on the accompanying consolidated statements of operations.

Pursuant to another investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the Company, on or before October 1, 2023, and acquired rights to obtain the exclusive license of the investee's certain technologies.

In June 2023, the Company decided not to exercise such rights and recorded an impairment of $ 7.0 million for the year ended December 31, 2023, included in other income (expense), net on the accompanying consolidated statements of operations.

No other impairment or downward adjustments to the carrying value of the Company's non-marketable securities have been otherwise recorded.

As a result of the evaluation, the Company recorded an impairment of $ 18.6 million and $ 22.1 million for the years ended December 31, 2025 and 2023, respectively, for its non-marketable equity security investments, included in other income (expense), net on the accompanying consolidated statements of operations.

Pursuant to one of its investments in non-marketable equity securities, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the investee, on or before October 1, 2023, and acquired rights to obtain the exclusive license of the investee's certain technologies.

In 2023, the Company decided not to exercise such rights and recorded an impairment of $ 7.0 million, included in other income (expense), net on the accompanying consolidated statements of operations.

No other impairment or downward adjustments to the carrying value of the Company's non-marketable equity securities have been otherwise recorded.

Concentration of Risk

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The Company is subject to credit risk from its accounts receivable.

The majority of the Company’s accounts receivable arises from the provision of precision oncology services and development services and other, primarily with biopharmaceutical companies and international laboratory partners, all of which have high credit ratings.

The majority of the Company’s accounts receivable arises from the delivery of the Company's tests, and the performance of the Company's service and partnership agreements with biopharmaceutical companies and international laboratory partners, which generally have high credit ratings.

The Company has not experienced any material losses related to receivables from individual customers, or groups of customers.

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* * * 12 % 11 %

* * * 11 % 10 %

* less than 10%

Accounts Receivable, Net

Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, international laboratory partners and distributors, including unbilled receivables, and royalty payments due from third parties for licensing the Company’s technologies.

Unbilled receivables include balances due from biopharmaceutical customers related to development services and other revenues that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights.

Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, distributors, and international laboratory partners, including unbilled receivables.

Unbilled receivables include balances due from biopharmaceutical customers related to service agreements that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights.

As of December 31, 2025 and 2024, the Company had unbilled receivables of $ 5.2 million and $ 3.4 million, respectively.

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If the actual net realizable value is less than that estimated by the Company, or if it is determined that inventory utilization will further diminish based on estimates of demand, additional inventory write-downs may be required.

Amounts written-down due to unmarketable inventory are recorded in cost of precision oncology testing and cost of development services and other, as appropriate.

Amounts written-down due to unmarketable inventory are recorded in cost of revenue.

Property and Equipment, Net

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Leasehold improvements Lesser of estimated useful life or remaining lease term

Business Combinations

The Company includes the results of operations of the businesses that are acquired in its consolidated statements of operations from the respective acquisition dates.

The Company allocates the purchase price of acquisition to the assets acquired and liabilities assumed based on the estimated fair values as of the acquisition date.

The excess of the purchase price over the fair values of the identifiable assets and liabilities is recorded as goodwill.

Acquisition related costs are recognized separately from the business combination and are expensed as incurred.

Goodwill and Intangible Assets, net

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As of December 31, 2025, there has been no impairment of goodwill.

Intangible assets are carried at cost, net of accumulated amortization.

The Company does not have intangible assets with indefinite useful lives other than goodwill.

Intangible assets related to in-process research and development costs, or IPR&D, acquired in a business combination are considered to be indefinite-lived until the completion or abandonment of the associated research and development efforts.

During this period, the intangible assets will not be amortized but will be tested for impairment on an annual basis during the fourth fiscal quarter, or if the Company becomes aware of any events occurring or changes in circumstances that would indicate a reduction in the fair value of the IPR&D projects below their respective carrying amounts.

As of December 31, 2025, there has been no impairment of IPR&D.

If and when development is complete, the associated intangible assets will be deemed finite-lived and will then be amortized based on their respective estimated useful lives at that point in time.

Intangible assets with finite useful lives are carried at cost, net of accumulated amortization.

Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 6 — 12 years.

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The Company determines if an arrangement contains a lease at inception.

Operating lease right-of-use, or ROU, assets and operating leases liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date.

Operating lease right-of-use, or ROU, assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date.

ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received or receivable.

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Convertible senior notes are accounted for as a liability and measured at their amortized cost.

Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes, using an effective interest rate method.

Any premium or discount on the notes is included in the carrying amount and amortized to interest expense over the term of the notes using an effective interest rate method.

Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes using the same effective interest rate method.

Treasury Stock

Treasury stock is accounted for at cost based on the amount paid to repurchase the Company's common stock, and is recorded as a reduction of the Company's stockholders’ equity.

Direct costs incurred to repurchase the Company's common stock are included in the cost of the treasury stock.

Upon subsequent reissuance of the treasury stock, any proceeds received in excess of the carrying cost are recorded as an increase to the Company's additional paid-in capital.

Revenue Recognition

The Company derives revenue from the provision of precision oncology testing services, as well as from development services and other.

Precision oncology testing revenue includes amounts derived from the delivery of the Company's precision oncology tests, including those tests delivered by labs operated by our strategic partners.

Development services include companion diagnostic development and regulatory approval, clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM.

Other revenue includes amounts derived from licensing the Company's technologies, kit fulfillment, and delivery of the Company's Shield screening tests.

The Company derives revenue from four major sources, including oncology, biopharma and data, screening, and licensing and other.

The Company currently receives payments from third-party commercial and governmental payers, certain hospitals and oncology centers, and individual patients, as well as biopharmaceutical companies, research institutes, international laboratory partners and distributors.

The following table presents the Company’s revenue disaggregated by revenue source:

Year Ended December 31,

2025 2024 2023

(in thousands)

$ 683,595 $ 542,827 $ 403,876

Biopharma and data

210,132 177,579 136,351

79,732 5,124 —

Licensing and other

8,562 13,486 23,721

Total revenue

$ 982,021 $ 739,016 $ 563,948

Revenues are recognized when control of services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services.

FASB ASC Topic 606, Revenue from Contracts with Customers , provides for a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.

Precision oncology testing

The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians.

Most precision oncology tests requested by clinical customers are sold without a written agreement;

Oncology revenue was previously presented as precision oncology revenue from tests for clinical customers.

Oncology revenue includes amounts derived from the delivery of the Company's oncology tests for clinical customers, including hospitals, cancer centers, research institutions and patients, and oncology tests delivered by labs operated by the Company's strategic partners.

Oncology revenue is recognized at the time results of the test are reported to physicians.

Most oncology tests requested by clinical customers are sold without a written agreement;

however, the Company determines an implied contract exists with its clinical customers.

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The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each portfolio and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of cumulative future revenue reversal.

Revenue from sales of precision oncology tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period.

The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each portfolio and any difference is recognized as an adjustment to estimated revenue, subject to assessment of the risk of cumulative future revenue reversal.

Biopharma and data

Biopharma and data revenue includes amounts derived from the delivery of the Company's tests for biopharmaceutical customers, previously presented as precision oncology revenue from tests for biopharmaceutical customers.

Biopharma and data revenue also includes amounts derived from the performance of the Company's service agreements with biopharmaceutical customers, previously presented as a component of development services and other revenue, primarily comprised of companion diagnostic development and regulatory approval, monitoring and maintenance, GuardantINFORM data services and GuardantConnect referral services.

Revenue from the delivery of the Company's tests for biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period.

The Company identifies its promise to transfer a series of distinct tests to biopharmaceutical customers as a single performance obligation.

Precision oncology tests to biopharmaceutical customers are generally billed at a fixed price for each test performed.

Tests for biopharmaceutical customers are generally billed at a fixed price for each test performed.

For agreements involving testing volume to be satisfied over a defined period, revenue is recognized over time based on the number of tests performed as the performance obligation is satisfied over time.

Results of the Company’s precision oncology services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.

Development services and other

The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform.

Development services typically represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions.

The individual promises are not separately identifiable from other promises in the contracts and, therefore, are not distinct.

However, under certain contracts, a biopharmaceutical customer may engage the Company for multiple distinct development services which are both capable of being distinct and separately identifiable from other promises in the contracts and, therefore, distinct performance obligations.

The Company collaborates with biopharmaceutical companies in the development of new drugs.

As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic device submissions for the Company’s testing panels.

Under these collaborations, the Company generates revenue from achievement of milestones, as well as provision of on-going support.

For the companion diagnostic development and regulatory approval services performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and other developmental milestone payments.

Results of the Company’s tests are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.

In addition, the Company collaborates with biopharmaceutical companies in the development of new drugs.

As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic

device submissions for the Company’s testing panels.

Under these collaborations, the Company generates revenue from achievement of milestones.

The transaction price of these contracts typically represents variable consideration.

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The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone.

In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company.

The constraint for variable consideration is applied to the contract price such that it is probable a significant cumulative reversal of revenue will not occur when the uncertainty associated with the contingency is resolved.

Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price.

The Company recognizes companion diagnostic development and regulatory approval services revenue over the period in which biopharmaceutical research and development services are provided.

Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to total expected costs as its measure of progress.

The Company assesses the changes to the total expected cost estimates as well as any incremental fees negotiated resulting from changes to the scope of the original contract in determining the revenue recognition at each reporting period.

For development of new products or services under these arrangements, costs incurred before technological feasibility is reached are included as research and development expenses in the Company’s consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services and other.

The Company also recognizes revenue from other development services, in addition to companion diagnostic development and regulatory approval services noted above, such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM.

These revenues are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed.

In addition, the Company licenses its digital sequencing technologies to its domestic customers and international laboratory partners.

For the licensed technology, the Company is compensated through royalty-based payments, non-refundable upfront payments, guaranteed minimum payments, and/or sample milestone payments.

Depending on the nature of the technology licensing arrangements, and considering factors including but not limited to enforceable right to payment and payment terms, and if an asset with alternative use is created, these revenues are recognized in the period when royalty-bearing sales occur, when the technology transfer is complete or over the technology transfer period.

Other revenue also includes kit fulfillment, which is recognized when such products are delivered.

In addition, other revenue includes amounts derived from delivery of the Company's Shield screening tests.

The Company also provides other services to its biopharmaceutical customers, such as monitoring and maintenance, GuardantINFORM data services and GuardantConnect referral services.

These revenues are generally recognized over time based on an input method to measure progress in the service period, utilizing costs incurred to-date relative to total expected costs as its measure of progress.

Screening revenue, previously included in other revenue, includes amounts derived from the delivery of the Company's Shield screening tests.

As is the case with its Oncology revenue, the Company recognizes its Screening revenue at the time the results of the tests are reported.

Due to consistencies with its Oncology revenue, the Company applies the concepts of variable consideration under the portfolio approach to its Screening revenue in a manner consistent with that of its Oncology revenue, described above.

Licensing and other

The Company also derives revenue from licensing its technologies, previously included in other revenue.

The Company recognizes its licensing and other revenue based on the nature and terms of the technology licensing arrangements.

Revenue related to performance obligations satisfied in prior periods

For the years ended December 31, 2025, 2024 and 2023, the Company recorded $ 33.8 million, $ 35.3 million and $ 14.2 million, respectively, as revenue related to performance obligations satisfied in prior periods.

Contracts with multiple performance obligations

Contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as provision of precision oncology testing, the above-mentioned development services, and digital sequencing technology licensing, among others.

The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners to ensure appropriate revenue recognition, including whether services are considered distinct performance obligations that should be accounted for separately versus together.

The Company's contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as delivery of its tests, performance of the above-mentioned services, and licensing its technologies, among others.

The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners to ensure appropriate revenue recognition.

The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract.

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Deferred revenue

Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition from contracts with customers.

For example, development services and other contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent cash is received prior to the Company’s performance of the related services.

Contract liabilities are

relieved as the Company performs its obligations under the contract and revenue is consequently recognized.

As of December 31, 2024 and 2023, the Company's deferred revenue balance was $ 41.6 million and $ 22.9 million, respectively, of which $ 6.1 million and $ 5.0 million was considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets.

Deferred revenue, which is a contract liability, consists primarily of billings in advance of revenue recognition from contracts with customers.

For example, service contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent of billings prior to the Company’s performance of the related services.

Contract liabilities are relieved as the Company performs its obligations under the contract and revenue is consequently recognized.

As of December 31, 2025 and 2024, the Company's deferred

revenue balance was $ 59.7 million and $ 41.6 million, respectively, of which $ 9.0 million and $ 6.1 million was considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets.

Revenue recognized in the year ended December 31, 2025 that was included in the deferred revenue balance as of December 31, 2024 was $ 35.3 million, and revenue recognized in the year ended December 31, 2024 that was included in the deferred revenue balance as of December 31, 2023 was $ 14.5 million, respectively.

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The Company expects to recognize substantially all of the remaining transaction price in the next 1 - 2 years.

Costs of Precision Oncology Testing

Cost of precision oncology testing generally consists of cost of materials, cost of labor, including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, and quality control analyses), freight, curation of test results for physicians, phlebotomy, and license fees due to third parties.

Infrastructure expenses include depreciation of laboratory equipment, lease costs, amortization of leasehold improvements, and information technology costs.

Cost of Revenue

Costs associated with performing the Company’s tests generally consists of cost of materials, including inventory write-downs;

cost of labor, including employee benefits, bonus, and stock-based compensation;

equipment and infrastructure expenses associated with processing test samples, such as sample preparation, library preparation, sequencing, and quality control analyses;

curation of test results for physicians;

and license fees due to third parties.

Infrastructure expenses include depreciation of laboratory equipment, rent costs, depreciation of leasehold improvements and information technology costs.

Costs associated with performing the Company's tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test.

Cost of Development Services and Other

Cost of development services and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers, and costs associated with the Company's partnership agreements and delivery of the Company's Shield screening tests.

For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services and other.

Cost of revenue also includes costs incurred for the performance of the Company's service agreements and partnership agreements with its biopharmaceutical customers and strategic partners, which comprise of labor and material costs.

Research and Development Expenses

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The Company expenses advertising costs as incurred.

For the year ended December 31, 2025, the Company incurred advertising costs of $ 24.1 million.

For the years ended December 31, 2024 and 2023, the Company's advertising costs were no t material to the consolidated financial statements.

Stock‑Based Compensation

Stock‑based compensation related to stock options granted to the Company’s and the Joint Venture's employees, directors and nonemployees is measured at the grant date based on the fair value of the award.

Stock‑based compensation related to stock options granted to the Company’s employees, directors and nonemployees is measured at the grant date based on the fair value of the award.

The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards.

Compensation expense for stock options with performance metrics is calculated based upon expected achievement of the metrics specified in the grant.

The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan (as amended and restated), or the 2012 Plan, the 2018 Incentive Award Plan, or the 2018 Plan, the former Joint Venture's 2020 Equity Incentive Plan (see Note 11, Stock-Based Compensation ), and the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, and stock purchase rights granted under the 2018

Employee Stock Purchase Plan.

The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan (as amended and restated), or the 2012 Plan, the 2018 Incentive Award Plan, or the 2018 Plan, the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, and stock purchase rights granted under the 2018 Employee Stock Purchase Plan.

The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected volatility, risk-free rate and expected dividend yield.

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In addition, a cumulative adjustment will be recorded in the period when the probability of achieving the related performance metrics is adjusted.

Any PSUs that remain unvested at the end of the performance period will be forfeited.

For awards granted with a market condition, the Company derives the grant date fair value using the Monte Carlo simulation model and the related compensation expense is recognized over the requisite service period using an accelerated attribution model commencing on the grant date.

Any awards that remain unvested at the end of the performance period will be forfeited.

Forfeitures are accounted for as they occur.

For market-based restricted stock units, or MSUs, the Company derived the grant date fair value and requisite service period using the Monte Carlo simulation model and the related compensation expense was recognized over the derived service period using an accelerated attribution model commencing on the grant date.

Stock-based compensation expense was recorded regardless of whether the market conditions were achieved or not.

The MSUs were fully expensed as of June 30, 2022.

Income taxes are recorded using an asset and liability approach.

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The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues.

The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.

The provision for (benefit from) income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.

Net Loss Per Share

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Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis.

This guidance is effective for the annual reporting periods beginning the year ended December 31, 2024, and will be effective for interim reporting periods beginning January 1, 2025, and should be applied retrospectively.

The Company adopted this pronouncement retrospectively in

the fiscal year of 2024 and provided required disclosures in Note 15 Segment and Geographic Information to the consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

This guidance became effective for the annual reporting periods beginning the year ended December 31, 2024, and for interim reporting periods beginning January 1, 2025, and should be applied retrospectively.

The Company adopted this pronouncement retrospectively in the fiscal year of 2024 and provided required disclosures in Note 15, Segment and Geographic Information to the consolidated financial statements.

In December 2023, the FASB issued ASU No.

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Improvements to Income Tax Disclosures , which amended existing income tax disclosure guidance, primarily requiring more detailed disclosures on the effective tax rate reconciliation and income taxes paid.

This guidance will be effective for annual reporting periods beginning the year ended December 31, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company expects to provide required disclosures upon the effective date.

This guidance became effective for the annual reporting periods beginning the year ended December 31, 2025.

The Company adopted this pronouncement prospectively in the fiscal year of 2025 and provided required disclosures in Note 13, Income Taxes to the consolidated financial statements.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU No.

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This guidance will be effective for annual reporting periods beginning the year ended December 31, 2027, and for interim reporting periods beginning January 1, 2028, with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company expects to provide required disclosures upon the effective date.

In July 2025, the FASB issued ASU No.

2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets , which provides a practical expedient that in developing reasonable and supportable forecasts as part of estimating expected credit losses, all entities may assume that current conditions as of the balance sheet date do not change for the remaining life of the asset.

This guidance will be effective for annual reporting periods beginning the year ended December 31, 2026, and for interim reporting periods within those annual reporting periods, with early adoption permitted and should be applied prospectively.

The Company does not expect the adoption of this accounting pronouncement to have a material impact on its financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles-Goodwill and Other (Topic 350):

Targeted Improvements to the Accounting for Internal-Use Software , which provides updates on the criteria for capitalizing internal-use software costs and related disclosure requirements.

This guidance will be effective for annual reporting periods beginning the year ended December 31, 2028, and for interim reporting periods within those annual reporting periods, with early adoption permitted and can be applied using either a prospective transition approach, a modified transition approach or a retrospective transition approach.

The Company is currently assessing the impact of adopting this accounting pronouncement on its consolidated financial statements.

Joint Venture

In May 2018, the Company and an affiliate of SoftBank formed and capitalized Guardant Health AMEA, Inc., the Joint Venture, for the sale, marketing and distribution of the Company’s tests generally outside the Americas and Europe, and to accelerate commercialization of its products in Asia, the Middle East and Africa.

Under the terms of the joint venture agreement, each party held an approximately 50 % ownership interest in the Joint Venture and two seats on the board of the Joint Venture.

In June 2022, the Company purchased all of the shares held by SoftBank and its affiliates in consideration for a cash payment of the aggregate purchase price of $ 177.8 million, which resulted in $ 99.8 million of fair value adjustments to the noncontrolling interest liability for the year ended December 31, 2022.

In connection with the Joint Venture Acquisition, the Company also issued a tender offer to purchase the Joint Venture's Class B common stock issued and issuable upon exercise of vested Joint Venture's stock options held by the Joint Venture's employees (see Note 11, Stock-Based Compensation ).

Prior to the completion of the Joint Venture Acquisition, the Joint Venture was deemed to be a VIE, and the Company had been identified as the VIE’s primary beneficiary.

As the primary beneficiary, the Company had consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances had been eliminated in consolidation.

Upon completion of the Joint Venture Acquisition and the tender offer, Guardant Health AMEA, Inc.

became the Company's wholly owned subsidiary.

In December 2025, the FASB issued ASU No.

2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements , which clarifies interim disclosure requirements and the applicability of Topic 270.

The Company is currently assessing the impact of adopting this accounting pronouncement on its consolidated financial statements.

Consolidated Balance Sheet Components

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Construction in progress

41,252 28,136

Furniture and fixtures

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$ 77,889 $ 68,345

In December 2025, the Company purchased all of the outstanding shares of MetaSight Diagnostics Ltd., or MetaSight, a health technology company.

The transaction includes $ 59.0 million in upfront cash consideration paid at closing, plus up to $ 90.0 million in variable contingent consideration tied to future commercial performance and regulatory approvals of the MetaSight technology.

The Company accounted for the acquisition as a business combination.

Total purchase consideration net of cash acquired was $ 93.0 million, consisting of $ 59.0 million in net cash paid upon closing, and variable contingent consideration with a fair value of $ 34.0 million as of the acquisition date.

See Note 5, Fair Value Measurements, Cash Equivalents and Marketable Securities , for additional information related to the valuation and fair value of the contingent consideration.

The excess purchase consideration over the fair value of assets acquired and liabilities assumed was recorded as goodwill.

Goodwill is attributable to future revenue opportunities that the Company expects to achieve from leveraging the acquired technologies, as well as the assembled workforce.

The following table summarizes the allocation of the total purchase consideration to the estimated fair values of assets acquired and liabilities assumed:

(in thousands)

Cash and cash equivalents

Prepaid expenses and other current assets, net

Property and equipment, net

Net liabilities assumed

Deferred tax liabilities

Total $ 96,626

The fair value of IPR&D was determined using the multi-period excess earnings method under the income approach, which reflects the present value of the projected net cash flows that are expected to be generated by the IPR&D.

In addition, the fair value of the IPR&D was determined based on currently available information and reasonable assumptions.

For the year ended December 31, 2025, the Company incurred immaterial acquisition-related transaction costs, included in general and administrative expense on the accompanying consolidated statements of operations.

In addition, proforma financial information has not been disclosed as the acquisition was not considered material to the Company's overall consolidated financial statements during the periods presented, in accordance with the SEC's rules and regulations.

Fair Value Measurements, Cash Equivalents and Marketable Securities

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107,709 — 107,709 —

Commercial paper

182,739 — 182,739 —

government debt securities

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$ 434,223 $ 31,775 $ 402,448 $ —

Commercial paper $ 647,117 $ — $ 647,117 $ —

government debt securities

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$ 57,151 $ 57,151 $ — $ —

Total cash equivalents

Income deposit funds

103,581 — 103,581 —

government debt securities 429,294 — 429,294 —

Total cash equivalents and restricted cash

$ 590,026 $ 57,151 $ 532,875 $ —

Total short-term marketable debt securities

government debt securities

$ 314,438 $ — $ 314,438 $ —

Long-term marketable equity securities

Total short-term marketable debt securities

$ 314,438 $ — $ 314,438 $ —

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The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities.

Income deposit funds and U.S.

Income deposit funds, commercial paper and U.S.

government debt securities are valued taking into consideration valuations obtained from third-party pricing services.

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and other observable inputs.

In July 2022, one of the Company's equity investees, Lunit Inc., or Lunit, completed its initial public offering, or IPO, subsequent to which, the Company started to account for the investment in Lunit at fair value on a recurring basis, and classified the investment as marketable equity securities within Level 1 of the fair value hierarchy as the

investment is valued using the quoted market price.

The Company was subject to a 2-year lock-up period from Lunit's IPO date, during which the Company shall not transfer Lunit's shares between accounts, establish or cancel pledges, sell, or withdraw such shares, without approval from the Korea Exchange.

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In 2024, the Company sold all of its investment in Lunit.

As of December 31, 2023, the balance of the Company's investment in Lunit was $ 98.0 million, included in other assets, net, on the accompanying consolidated balance sheets.

In addition, the Company recorded $ 79.7 million unrealized gains and $ 7.8 million unrealized losses for the years ended December 31, 2023 and 2022, on its investment in Lunit, respectively, included in other income (expense), net on the accompanying consolidated statements of operations.

In addition, the Company recorded $ 79.7 million unrealized gains for the year ended December 31, 2023, on its investment in Lunit held as of December 31, 2023, included in other income (expense), net on the accompanying consolidated statements of operations.

There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.

Acquisition-related contingent consideration is measured at fair value on a quarterly basis and changes in estimated contingent consideration to be paid are included in general and administrative expense in the consolidated statements of operations.

The fair value of acquisition-related contingent consideration is estimated using a multiple-outcome discounted cash flow valuation technique.

Contingent consideration is classified within Level 3 of the fair value hierarchy, as it is based on a probability that includes significant unobservable inputs.

The significant unobservable inputs include a probability-weighted estimate of achievement of certain commercialization milestones, and discount rate to present value the expected payments.

Acquisition-related contingent considerations are measured at fair value on a quarterly basis and changes in estimated contingent consideration to be paid are included in general and administrative expense on the consolidated statements of operations.

The fair value of acquisition-related contingent considerations is estimated using a multiple-outcome discounted cash flow valuation technique.

Contingent considerations are classified within Level 3 of the fair value hierarchy, as they are based on a probability that includes significant unobservable inputs.

The significant unobservable inputs include a probability-weighted estimate of achievement of certain commercialization and regulatory milestones, and discount rate to present value the expected payments.

A significant change in any of these input factors in isolation could have a material impact to fair value measurement.

As of December 31, 2024 and 2023, the Company's acquisition-related contingent consideration liability was $ 6.1 million and $ 6.5 million, respectively, of which $ 2.1 million and $ 5.0 million was considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets.

Prior to the completion of the Joint Venture Acquisition in June 2022, the fair value of the noncontrolling interest liability was considered to be a Level 3 measurement and was determined based on an annual internal rate of return of 20 % on the initial amount of $ 41.0 million invested by SoftBank in May 2018, to the date of Company's exercising the call right in November 2021.

The noncontrolling interest liability was fully paid by June 30, 2022 (see Note 3, Joint Venture ).

The following tables summarize the activities for the Level 3 financial instruments for the years ended December 31, 2024, 2023 and 2022:

As of December 31, 2025 and 2024, the Company's acquisition-related contingent consideration liabilities were $ 34.0 million and $ 6.1 million, respectively, of which $ 34.0 million and $ 2.1 million were considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets.

The following table summarizes the activities for the Level 3 financial instruments for the years ended December 31, 2025, 2024 and 2023:

Contingent Consideration

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Fair value — beginning of period $ 6,050 $ 6,540 $ 6,430

Increase in fair value 1,010 110 4,305

Settlement ( 1,500 ) — ( 1,500 )

Fair value — end of period $ 6,050 $ 6,540 $ 6,430

Noncontrolling Interest Liability

Year Ended December 31,

2024 2023 2022

(in thousands)

Fair value — beginning of period $ — $ — $ 78,000

Initial valuation on the date of acquisition 34,000 — —

Increase in fair value 950 1,010 110

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Fair value — end of period $ 34,000 $ 6,050 $ 6,540

The Company considers the fair value of the Convertible Notes as of December 31, 2024 to be a Level 2 measurement.

The Company considers the fair value of the Convertible Notes as of December 31, 2025 and 2024 to be a Level 2 measurement.

The fair value of the Convertible Notes is primarily affected by the trading price of the Company's common stock and market interest rates.

As such, the carrying value of the Convertible Notes does not reflect the market rate.

See Note 7, Debt , for additional information related to the Convertible Notes.

See Note 7, Debt , for additional information related to the fair values of the Convertible Notes.

The following tables summarize the Company’s cash equivalents, restricted cash and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:

6 unchanged sentences

107,709 — — 107,709

Commercial paper 829,896 — ( 40 ) 829,856

government debt securities

6 unchanged sentences

$ 57,151 $ — $ — $ 57,151

Income deposit funds

103,581 — — 103,581

government debt securities

1 unchanged sentence

$ 904,232 $ 232 $ — $ 904,464

None of the Company’s marketable debt securities had been in a continuous unrealized loss position for more than one year as of December 31, 2024 and 2023, respectively.

There have been no material realized gains or losses on marketable debt securities for the periods presented.

In addition, there has been no recognition of credit losses on marketable debt securities for the periods presented.

None of the Company’s marketable debt securities had been in a continuous unrealized loss position for more than one year as of December 31, 2025 and 2024.

There have been no realized gains or losses, and no recognition of credit losses on marketable debt securities for the periods presented.

Intangible Assets, Net and Goodwill

7 unchanged sentences

5,100 ( 4,995 ) 105 0.3

Acquired technology 1,600 ( 1,600 ) — 0.0

Total intangible assets subject to amortization

1 unchanged sentence

Intangible assets not subject to amortization:

IPR&D $ 20,831 $ — $ 20,831

Goodwill 77,257 — 77,257

20 unchanged sentences

Total $ 5,090

Convertible Senior Notes

In November 2020, the Company issued $ 1.15 billion principal amount of its 0 % Convertible Senior Notes due 2027, or the 2027 Notes.

8 unchanged sentences

The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

The initial conversion rate is 7.1523 shares of common stock per $1,000 principal amount of 2027 Notes, which represents an initial conversion price of approximately $ 139.82 per share of common stock.

The initial conversion rate is 7.1523 shares of common stock per $1,000 principal amount of the 2027 Notes, which represents an initial conversion price of approximately $ 139.82 per share of common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

3 unchanged sentences

and (ii) the trading day immediately before the date the Company sends such notice.

In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of Notes may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date.

In addition, calling any 2027 Notes for redemption will constitute a Make-Whole Fundamental Change with respect to the 2027 Notes, in which case the conversion rate applicable to the conversion of the 2027 Notes will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of the 2027 Notes may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date.

The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

Since the 2027 Notes were not convertible as of December 31, 2024, the net carrying amount of the 2027 Notes was classified as a long-term liability.

In February 2025, the Company entered into privately negotiated exchange agreements with certain holders of its 2027 Notes.

See Note 17, Subsequent Events, for additional information related to this transaction.

The following table sets forth the net carrying amounts of the 2027 Notes as of December 31, 2024 and 2023:

In February 2025, the Company entered into privately negotiated exchange agreements with certain holders of its 2027 Notes, pursuant to which the Company issued $ 600.0 million aggregate principal amount of 1.25 % Convertible Senior Notes due 2031, or the 2031 Notes, in exchange for the retirement of $ 659.3 million aggregate principal amount of the 2027 Notes, or the Note Exchange Transaction.

Following the closing of the Note Exchange Transaction, $ 490.7 million in aggregate principal amount of the 2027 Notes remain outstanding with terms unchanged.

In addition, as a result of the Note Exchange Transaction, the Company recognized a gain on extinguishment of convertible notes of $ 13.7 million for the year ended December 31, 2025, included in other income (expense), net on the Company's consolidated statements of operations.

The 2031 Notes bear interest at a rate of 1.25 % per annum, payable semi-annually in arrears on each February 15 and August 15, commencing on August 15, 2025.

Special interest may accrue on the 2031 Notes at a rate per annum not exceeding 0.50 % (subject to certain exceptions).

The 2031 Notes will mature on February 15, 2031, unless repurchased, redeemed or converted earlier.

Before November 15, 2030, holders of the 2031 Notes will have the right to convert the 2031 Notes only under the following circumstances:

• during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2025, if the last reported sale price of the Company's common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter;

• during the five consecutive business days immediately after any ten consecutive trading day period, or the measurement period, if the trading price per $1,000 principal amount of 2031 Notes for each trading day of the measurement period is less than 98 % of the product of the last reported sale price of the Company's common stock on such trading day and the conversion rate on such trading day;

• upon the occurrence of specified corporate events.

From and after November 15, 2030, holders of 2031 Notes may convert their 2031 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

The initial conversion rate is 16.0716 shares of common stock per $1,000 principal amount of 2031 Notes, which represents an initial conversion price of approximately $ 62.22 per share of common stock.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The Company may not redeem the 2031 Notes at its option at any time before February 21, 2028.

The 2031 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after February 21, 2028 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (ii) the trading day immediately before the date the Company sends such notice.

In addition, calling any 2031 Notes for redemption will constitute a Make-Whole Fundamental Change with respect to the 2031 Notes, in which case the conversion rate applicable to the conversion of the 2031 Notes will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of the 2031 Notes may require the Company to repurchase their 2031 Notes at a cash repurchase price equal to the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

In November 2025, the Company issued $ 402.5 million principal amount of its 0 % Convertible Senior Notes due 2033, or the 2033 Notes.

The 2033 Notes do not bear interest, and the principal amount of the 2033 Notes will not accrete.

However, special interest and additional interest may accrue on the 2033 Notes at a rate per annum not exceeding 0.5 % (subject to certain exceptions).

The 2033 Notes will be mature on May 15, 2033, unless repurchased, redeemed, or converted earlier.

Before February 15, 2033, holders of the 2033 Notes will have the right to convert the 2033 Notes only under the following circumstances:

• during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2026, if the last reported sale price of the Company’s common stock exceeds 130 % of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter;

• during the five consecutive business day period after any ten consecutive trading day period (the “Measurement Period”) if the trading price (as defined in the Indenture) per $1,000 principal amount of Notes for each trading day of the Measurement Period was less than 98 % of the product of the last reported sale price of the common stock and the conversion rate for the Notes on each such trading day;

• upon the occurrence of specified corporate events.

From and after February 15, 2033, holder of 2033 Notes may convert their 2033 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

The Company will settle conversions by paying or delivering, as applicable, cash, shares of the common stock or a combination of cash and shares of the common stock, at the Company’s election.

The initial conversion rate for the Notes is initially 8.2305 shares of common stock per $1,000 principal amount of Notes, which represents an initial conversion price of approximately $ 121.50 per share of common stock.

The conversion rate and conversion price will be subject to customary adjustment upon the occurrence of certain events.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occurs, then the conversion rate will in certain circumstances, be increased for a specified period of time.

The Company may not redeem the 2033 Notes at its option at any time before November 20, 2029.

The 2033 Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2029 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2033 Notes to be redeemed, plus accrued and unpaid interest, but excluding, the redemption date, but only if the last reported sale price per share of the common stock exceeds 130 % of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice;

and (ii) the trading day immediately before the date the Company sends such notice.

In addition, calling any 2033 Notes for redemption will constitute a make-whole fundamental change with respect to the 2033 Notes, in which case the conversion rate applicable to the conversion of the 2033 Notes will be increased in certain circumstances if it is converted after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of the 2033 Notes may require the Company to repurchase their 2033 Notes at a cash repurchase price equal to the principal amount of the 2033 Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

During the three months ended December 31, 2025, the conditional conversion feature of the 2031 Notes was triggered as the last reported sale price of the Company's common stock exceeded 130 % of the conversion price for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the fiscal quarter and therefore the 2031 Notes became convertible, in whole or in part, at the option of the holders from January 1, 2026 through March 31, 2026.

Whether the 2031 Notes will be convertible following such period will depend on the continued satisfaction of this condition or another conversion condition in the future.

As of February 13, 2026, the Company had not received any conversion notices.

Since the Company has the election of settling conversions by paying or delivering, as applicable, cash, shares of the Company’s common stock, or a combination of both, the Company continued to classify the 2031 Notes as long-term liabilities on the Company’s consolidated balance sheet as of December 31, 2025.

In addition, since the Company's 2027 Notes and 2033 Notes were not convertible as of December 31, 2025 and 2024, the net carrying amounts of the Convertible Notes were classified as long-term liabilities on the Company’s consolidated balance sheet.

The following table sets forth the net carrying amounts of the Company's Convertible Notes as of December 31, 2025 and 2024:

As of December 31,

(in thousands)

Principal $ 1,150,000 $ 1,150,000

debt issuance costs, net of amortization ( 7,453 ) ( 10,034 )

Outstanding principal amount

$ 490,660 $ 1,150,000

unamortized debt issuance costs

( 2,076 ) ( 7,453 )

Net carrying amount $ 488,584 $ 1,142,547

The total estimated fair value of the 2027 Notes was $ 964.9 million and $ 809.3 million as of December 31, 2024 and 2023, respectively.

The fair value was determined based on the closing trading price per $ 100 of the 2027 Notes as of the last day of trading for the period.

The following table sets forth interest expense recognized and effective interest rate represented related to the 2027 Notes:

Outstanding principal amount

$ 600,000 $ —

unamortized debt premium

unamortized debt issuance costs

Net carrying amount $ 625,077 $ —

Outstanding principal amount

$ 402,500 $ —

unamortized debt issuance costs

Net carrying amount $ 390,339 $ —

Total net carrying amount

$ 1,504,000 $ 1,142,547

As of December 31, 2025 and 2024, the total estimated fair value of the 2027 Notes was $ 524.2 million and $ 964.9 million, respectively.

As of December 31, 2025, the total estimated fair value of the 2031 Notes and the 2033 Notes was $ 1.1 billion and $ 439.9 million, respectively.

The fair values were determined based on the closing trading price per $ 100 of the respective Notes as of the last day of trading for the period.

The following table sets forth interest expenses recognized and effective interest rates represented related to the Company's Convertible Notes:

For the Year Ended December 31,

1 unchanged sentence

(in thousands)

Coupon interest expense

$ 6,583 $ — $ —

Amortization of debt premium

( 5,929 ) — —

Amortization of debt issuance costs 3,243 2,581 2,575

1 unchanged sentence

Effective interest rate

0.2 % 0.2 % 0.2 %

* Not applicable

To minimize the impact of potential economic dilution upon conversion of the 2027 Notes, the Company entered into convertible note hedge transactions, or the 2027 Note Hedges, with respect to its common stock concurrent with the issuance of the 2027 Notes.

7 unchanged sentences

The Company paid an aggregate amount of $ 90.0 million for the 2027 Note Hedges, which has been recorded as a reduction to additional paid-in capital and will not be remeasured.

In March 2025, in connection with the Note Exchange Transaction, the Company entered into unwind agreements with certain financial institutions with respect to the 2027 Note Hedges, under which the parties terminated a portion of the 2027 Note Hedges up to the notional amounts corresponding to the amount of the 2027 Notes retired in the Note Exchange Transaction.

As a result, the Company recorded an increase of $ 5.5 million to its additional paid-in capital.

The terms of the remaining 2027 Note Hedges remain unchanged.

The Company did not enter into any convertible note hedge transactions in connection with the 2031 Notes and the 2033 Notes.

The Company has entered into various operating lease agreements for office space, data center, lab and warehouse use, with remaining terms ranging from 0.3 to 7.5 years, some of which include one or more options to renew.

As leases approach maturity, the Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it will renew the lease, as such, the Company does not include renewal options in its lease terms for calculating its lease liability, as the renewal options allow it to maintain operational flexibility and the Company is not reasonably certain it will exercise these renewal options at the time of the lease commencement.

In April 2025, the Company entered into a lease amendment for its office and lab space of approximately 163,000 square feet in Redwood City, California, the Redwood City lease, and extended the lease terms by additional 3.1 to 6.0 years to December 31, 2030, and December 31, 2031.

The Company accounted for this amendment as a lease modification by remeasuring the ROU assets and lease liabilities as of the effective date, and recorded additional ROU assets and lease liabilities of $ 35.4 million, respectively.

In addition, the Redwood City lease has been classified as an operating lease.

The Company estimated the incremental borrowing rate of 7.98 % to determine the present value of lease payments for the Redwood City lease using market yield curves based on similar terms and the Company's credit rating.

Operating lease expense for the years ended December 31, 2025, 2024 and 2023, was $ 33.6 million, $ 31.1 million and $ 29.7 million, respectively, which includes both lease and non-lease components (primarily common area maintenance charges and property taxes).

42 unchanged sentences

The jury found that the Company willfully infringed U.S.

10,287,631 and 10,760,127, and awarded TwinStrand Biosciences and the University of Washington $ 83.4 million in damages, representing a 6 % royalty on past sales.

10,287,631, or the '631 Patent, and 10,760,127, or the '127 Patent, and awarded TwinStrand Biosciences and the University of Washington $ 83.4 million in damages, representing a 6 % royalty on past sales.

As a result, the Company recorded a liability of $ 83.4 million in the fourth quarter of 2023, which was reflected as a charge to other operating expense on its consolidated statements of operations, and as a component of other long-term liabilities on its consolidated balance sheets.

Post-trial motions were filed on March 4, 2024, where the Company moved to overturn the jury’s verdict, seek a new trial, and/or amend the judgment, and TwinStrand Biosciences moved for enhanced damages based on the jury’s finding of willful infringement, pre- and post-judgment interest, and a go-forward running royalty.

A hearing date has not yet been set on the post-trial motions.

A hearing has been scheduled for May 2026 on the post-trial motions.

The Company strongly disagrees with the jury verdict and will vigorously contest the verdict and judgment through post-trial motions in the District Court, and if needed, through appeal to the U.S.

Court of Appeals for the Federal Circuit.

Both asserted patents that form the basis of TwinStrand’s verdict are under review at the United States Patent and Trademark Office, or USPTO, with substantial invalidity questions.

On January 13, 2026, the USPTO issued an office action in the ongoing ex parte reexamination of the '631 Patent, rejecting all claims of the '631 Patent as invalid in view of several prior art references.

On January 23, 2026, the U.S.

Court of Appeals for the Federal Circuit held that the USPTO erred when it required the Company to show in an invalidity proceeding for the '127 Patent a motivation to combine and a reasonable expectation of success with regard to a combination of prior art references.

The Federal Circuit remanded the case to the USPTO for further proceedings, which should rule on the invalidity of the patent in 2026.

All claims of the '127 Patent are subject to this invalidity review.

On June 11, 2024, the Company filed a patent infringement suit against Tempus AI, Inc.

2 unchanged sentences

The Company is seeking an injunction to stop Tempus’ infringement and compensatory damages.

The case Guardant Health, Inc.

Tempus AI, Inc.

1:24-cv-00687, has been assigned to Judge Richard Andrews and does not yet have a scheduling order.

The case is Guardant Health, Inc.

Tempus AI, Inc., Case No.

1:24-cv-00687.

On October 21, 2024, Tempus moved to dismiss the Company’s suit alleging that some of the asserted patents were invalid.

The Company disagrees and will be responding accordingly.

The Company opposed the motion, which is pending.

The Court also entered a scheduling order with a trial set for October 2028.

On March 14, 2025, Tempus filed a patent infringement lawsuit in the United States District Court for the Southern District of California, alleging that the Company infringes U.S.

and 12,112,839.

The patents are generally directed at bioinformatic analysis technology.

In May 2025, the court granted the Company's motion to transfer the case to the Northern District of California.

On January 21, 2026, the court granted the Company's motion to dismiss Tempus patent infringement lawsuit with prejudice all of the claims in the four asserted Tempus patents because they are directed at patent-ineligible subject matter.

On February 9, 2026, the court entered final judgment in the Company’s favor and Tempus has indicated that it will appeal the ruling.

The Company maintains that Tempus’ allegations are without merit.

On March 6, 2025, Cold Spring Harbor Laboratory, or CSHL, filed a patent infringement lawsuit against the Company in the United States District Court for the District of Delaware, alleging that Copy Number Variation, or CNV, calling in Guardant360 infringes U.S.

The patent is generally directed at gene sequencing and analysis technology.

Discovery is ongoing, with a Markman hearing scheduled for April 2, 2026 and trial in April 2027.

The Company maintains that CSHL’s allegations are without merit.

False Advertising Disputes

3 unchanged sentences

The Company moved to dismiss Natera’s counterclaims, and in January 2022, the court granted in part and denied in part the Company's motion to dismiss.

On November 25, 2024, after a three-week trial before Judge Edward M.

Chen, the jury unanimously found in favor of the Company on all of its claims against Natera for false advertising and unfair competition.

On November 25, 2024, after a three-week trial, the jury unanimously found in favor of the Company on all of its claims against Natera for false advertising and unfair competition.

The jury awarded the Company $ 292.5 million, including $ 175.5 million in punitive damages.

The jury also unanimously rejected all of Natera’s counterclaims against the Company.

Both parties have filed post-trial briefing, which will be considered by Judge Chen at a hearing scheduled for March 2025.

Both parties have filed post-trial motions.

On July 9, 2025, the court granted the Company’s motions for sanctions, awarding approximately $ 3.0 million in attorneys’ fees and ordering the assignment of a special master to evaluate additional punitive sanctions against Natera.

On July 28, 2025, the court issued orders on the remaining outstanding post-trial motions, denying Natera’s motion for a new trial and motion for equitable claims.

The court also granted in part the Company’s motions, including providing injunctive relief preventing Natera from continuing its false advertising and affirming a total damages award of $ 287.0 million.

On January 13, 2025, Tempus sent the Company a letter alleging that the Company made certain false or misleading statements in its advertising related to Guardant360 and Tempus’ xF+ assay.

1 unchanged sentence

On January 17, 2025, the Company filed a declaratory judgment action against Tempus in the United States District Court for the District of Delaware, seeking to show that Tempus’ allegations are without merit.

On March 17, 2025, Tempus responded to the Company’s complaint and filed false advertising counterclaims.

Discovery is ongoing and a trial has been set for September 2027.

Other Legal Matters

The Company is currently a defendant in two wage and hour class action lawsuits filed in two separate California Superior Courts alleging violations of various provisions of the California Labor Code, including overlapping claims for failure to pay minimum wage, failure to pay overtime wage, off-the-clock work, meal and rest period violations, failure to reimburse business expenses, failure to pay all wages due upon termination, and failure to provide accurate wage statements.

In one of the lawsuits, the plaintiff is also asserting class claims that the Company required employees to sign agreements containing an unlawful post-employment non-compete/non-solicitation clause restraining their engagement in a lawful trade or business.

The plaintiffs in both actions seek class certification on behalf of similarly situated employees employed by the Company in California during the relevant statutory period.

Each complaint seeks unspecified monetary damages, penalties, interest, and attorneys’ fees.

The Company denies the allegations.

At this stage of the proceedings, the court has not certified the case as a class action, and formal

discovery has not yet commenced in either action.

At this early stage of the litigation, the outcome of these two pending matters remains uncertain.

The Company’s common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors, or the Board of Directors.

5 unchanged sentences

Shares underlying unvested restricted stock units 6,315,213 7,020,251

Shares underlying unvested market-based restricted stock units — 2,260,764

Shares underlying unvested performance-based restricted stock units 1,280,838 1,290,684

7 unchanged sentences

In December 2023, the Company completed a registered direct offering with an investment management firm, in which it issued and sold 3,387,446 shares of its common stock at a price of $ 26.77 per share, and received net proceeds of $ 90.6 million.

In November 2025, the Company completed a follow-on underwritten public offering, in which it issued and sold 2,856,981 shares of its common stock, and reissued and sold 976,351 shares of its treasury stock, at a price of $ 90.00 per share.

The Company received net proceeds of $ 327.3 million after deducting underwriting discounts and commissions and other offering costs of $ 17.7 million.

Treasury stock repurchase and reissuance

In February 2025, in connection with the Note Exchange Transaction, the Company repurchased $ 45.0 million of shares of its common stock through a financial intermediary at a price of $ 46.09 per share.

The repurchased common stock was accounted for as treasury stock at cost, and recorded as a reduction of the Company's stockholders’ equity on the consolidated balance sheets.

In November 2025, as part of the follow-on underwritten public offering, the Company reissued all of its treasury stock and recorded a gain of $ 42.9 million included in its additional paid-in capital on the consolidated balance sheets.

At-The-Market Offering Program

In August 2024, the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with Jefferies LLC, or the Agent, with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having aggregate gross proceeds of up to $ 400.0 million through the Agent, subject to the terms and conditions of the Sales Agreement.

During the year ended December 31, 2024, no shares of the Company's common stock were sold under the Sales Agreement.

As of December 31, 2025, no shares of the Company's common stock have been sold under the Sales Agreement.

Stock-Based Compensation

9 unchanged sentences

Stock Option Activity

A summary of the Company’s stock option activity under the 2012 Plan, the 2018 Plan and the 2023 Plan, and related information is as follows:

A summary of the Company’s stock option activity and related information is as follows:

Options Outstanding

4 unchanged sentences

2018 Plan annual increase (1)

Shares authorized under the 2023 Plan 5,000,000 —

Granted ( 1,000,760 ) 1,000,760 30.80

Granted in connection with the Joint Venture Acquisition ( 15,128 ) 15,128 4.90

Exercised — ( 51,124 ) 7.93

7 unchanged sentences

2018 Plan annual increase (1)

Shares authorized under the 2023 Plan 5,000,000 —

Granted ( 1,440,273 ) 1,440,273 27.07

3 unchanged sentences

Restricted stock units canceled

Market-based restricted stock units canceled 2,260,764 —

Performance-based restricted stock units granted ( 913,829 ) —

Performance-based restricted stock units adjusted for performance achievement

Performance-based restricted stock units canceled 74,161 —

7 unchanged sentences

Restricted stock units canceled

Market-based restricted stock units canceled 2,260,764 —

Performance-based restricted stock units granted ( 293,981 ) —

Performance-based restricted stock units adjusted for performance achievement

( 144,972 ) —

Performance-based restricted stock units canceled 178,807 —

9 unchanged sentences

Restricted Stock Units

A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan, the 2018 Plan and the 2023 Plan, and related information is as follows:

A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units and related information is as follows:

Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value

2 unchanged sentences

Granted 2,436,947 26.62

Granted in connection with the Joint Venture Acquisition 93,316 38.24

Vested and released ( 728,603 ) 60.07

22 unchanged sentences

as such the Company recorded $ 24.8 million in stock-based compensation expense related to these PSUs, based on 219,161 shares granted with fair values of $ 113.40 per share and $ 148.19 per share.

A summary of the Company’s PSU activity under the 2018 Plan and related information is as follows:

In the first quarter of 2025, these PSUs were vested after the additional six months service requirements were fulfilled.

A summary of the Company’s PSU activity and related information is as follows:

Performance-based Restricted Stock Units Outstanding Weighted-Average Grant Date Fair Value

2 unchanged sentences

Granted 126,041 32.84

Vested and released ( 3,435 ) 32.86

Canceled ( 51,829 ) 80.91

3 unchanged sentences

Vested and released ( 9,708 ) 94.73

Adjusted for performance achievement

Canceled ( 74,161 ) 102.14

4 unchanged sentences

Adjusted for performance achievement

144,972 19.29

Canceled ( 178,807 ) 63.34

10 unchanged sentences

All three tranches of the MSUs were fully expensed as of June 30, 2022.

Stock-based compensation for the MSUs for the year ended December 31, 2022 was $ 16.1 million, which was recorded in general and administrative expenses on the accompanying consolidated statement of operations.

On January 1, 2021, Tranche 1 of the MSUs became vested because it had met both service requirement and market-based performance metrics.

No MSUs were granted, vested or canceled during the years ended December 31, 2023, and 2022.

No MSUs were granted, vested or canceled during the year ended December 31, 2023.

As of December 31, 2023, 2,260,764 shares of the MSUs, with a weighted-average grant date fair value of $ 65.20 per share, were outstanding under the 2018 Plan.

In March 2024, the Board of Directors approved to cancel the unvested MSUs and concurrently approved to grant new awards to the Co-Chief Executive Officers, which was accounted for as a modification, however no stock-based compensation expense was reversed as the Company's Co-Chief Executive Officers had fulfilled the service requirement.

AMEA 2020 Equity Incentive Plan

In August 2020, the board of directors of the Joint Venture approved its 2020 Equity Incentive Plan, or the AMEA 2020 Plan, under which the Joint Venture may grant equity incentive awards to its employees and non-employees.

In June 2022, in connection with the Joint Venture Acquisition, the Company issued a tender offer to purchase the Joint Venture's Class B common stock issued and issuable upon exercise of vested Joint Venture's stock options, at a price of $ 4.44 per share determined pursuant to an independent valuation.

In July 2022, the Company settled the tender offer with the 39 grantees for a total amount of $ 13.7 million.

In addition, in connection with the Joint Venture Acquisition, the unvested Joint Venture's stock options were cancelled and such grantees received replacement awards covering a number of shares of the Company's common stock.

The replacement awards, valued at $ 4.1 million, are subject to the same vesting schedule that applied to the unvested Joint Venture's stock option immediately prior to the close of the Joint Venture Acquisition transaction, to be recognized over a weighted-average period of 2.2 years.

The Company accounted for this as a modification which resulted in an immaterial incremental stock-based compensation expense.

After the settlement of the tender offer in July 2022, the Company cancelled the AMEA 2020 Plan.

A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows:

Options Outstanding

Available for Grant Shares Subject to Options Outstanding Weighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years) Aggregate Intrinsic Value

(in thousands)

Balance as of January 1, 2022

340,928 3,652,219 $ 0.58 8.8 $ —

Exercised — ( 2,051,645 ) 0.58

Canceled 82,407 ( 82,407 ) 0.58

Canceled in connection with the Joint Venture Acquisition ( 423,335 ) ( 1,518,167 ) 0.58

Balance as of December 31, 2022

— — $ — 0.0 $ —

Stock‑Based Compensation Expense

The following table presents the effect of employee and non‑employee related stock‑based compensation expense including the Joint Venture:

The following table presents the effect of employee and non‑employee related stock‑based compensation expense:

Year Ended December 31,

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(in thousands)

Cost of precision oncology testing

Cost of revenue

$ 10,699 $ 9,365 $ 6,465

Cost of development services and other 4,050 1,851 —

Research and development expense

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Prior to the commencement of trading of the Company’s common stock on the Nasdaq Global Select Market on October 4, 2018 in connection with its IPO, there was no active trading market for the Company’s common stock.

Due to limited historical data for the trading of the Company’s common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies in the same industry plus the Company's expected volatility for the available periods.

Due to limited historical data for the trading of the Company’s common stock, for awards granted prior to fiscal year 2025, expected volatility was estimated based on the average volatility for comparable publicly traded peer group companies in the same industry plus the Company's expected volatility for the available periods.

The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.

As sufficient historical trading data became available, for awards granted since fiscal year 2025, the Company estimates expected volatility based on its own historical stock price volatility.

Risk-Free Interest Rate

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On the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028, the number of shares of common stock available for issuance under the ESPP may be increased by the least of (i) 1,106,700 shares, (ii) 1 % of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and (iii) such smaller number of shares as determined by the Company’s Board of Directors.

Effective as of January 1, 2020, March 2, 2023 and February 23, 2024, an additional 942,614 , 1,026,194 and 1,106,700 shares of common stock became available for issuance under the ESPP.

Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 10 % of their earnings for the purchase of the Company’s common stock at a discounted price per share.

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Shares of common stock purchased under the ESPP were 482,099 , 577,758 and 464,870 , for the years ended December 31, 2025, 2024 and 2023, respectively.

The total compensation expense related to the ESPP was $ 4.7 million, $ 5.1 million and $ 4.6 million, for the years ended December 31, 2024, 2023 and 2022, respectively.

The grant date fair value of the stock purchase right granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model.

The following assumptions used in the valuation were substantially consistent with the assumptions used to value stock options with the exception of the expected term which was based on the term of each purchase period:

The grant date fair value of the stock purchase rights granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model.

The following valuation assumptions used were substantially consistent with the assumptions used to value stock options with the exception of the expected term which was based on the term of each purchase period:

Year Ended December 31,

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Expected dividend yield — %

The total compensation expense related to the ESPP was $ 5.8 million, $ 4.7 million and $ 5.1 million, for the years ended December 31, 2025, 2024 and 2023, respectively.

As of December 31, 2025, the unrecognized stock-based compensation expense related to the ESPP was $ 3.3 million , which is expected to be recognized over the remaining term of the offering period of 0.4 years.

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Total 26,110 19,232 18,091

The components of (loss) income before provision for income taxes are as follows:

The components of (loss) income before (benefit from) provision for income taxes are as follows:

Year Ended December 31,

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Total $ ( 417,540 ) $ ( 435,089 ) $ ( 478,764 )

The components of the provision for income taxes are as follows:

The components of the (benefit from) provision for income taxes are as follows:

Year Ended December 31,

5 unchanged sentences

442 997 1,226

Federal — — 18

Foreign ( 1,705 ) 287 ( 541 )

1 unchanged sentence

( 1,705 ) 287 ( 541 )

Total provision for income taxes

Total (benefit from) provision for income taxes

$ ( 1,263 ) $ 1,284 $ 685

6 unchanged sentences

$ 491,136 $ 422,990

Net operating losses - foreign

Capitalized research and development costs 134,447 118,340

5 unchanged sentences

Stock-based compensation

12,923 18,278

Lease liabilities

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Right-of-use asset ( 39,964 ) ( 36,426 )

Equity security investments — ( 9,044 )

Other ( 225 ) ( 313 )

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Net deferred tax assets $ 6,189 $ 760

The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company’s income tax expense for the periods presented:

The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company's income tax expense for the year ended December 31, 2025 in accordance with the new guidance in ASU No.

Year Ended December 31,

(in thousands)

Tax at the statutory federal rate $ ( 87,683 ) 21.0 %

State and local income taxes, net of federal benefit *

Foreign tax effects ( 500 ) 0.1 %

Research and development credits ( 6,900 ) 1.6 %

Changes in valuation allowance

81,080 ( 19.4 ) %

Nontaxable or nondeductible items:

Stock-based compensation

( 6,520 ) 1.5 %

Nondeductible executive compensation

11,797 ( 2.8 ) %

Other 4,268 ( 1.0 ) %

Changes in unrecognized tax benefits

3,057 ( 0.7 ) %

Other adjustments:

Total benefit from income taxes

$ ( 1,263 ) 0.3 %

* State taxes in California made up the majority (greater than 50 %) of the tax effect in this category.

The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company’s income tax expense for the years ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU No.

Year Ended December 31,

(in thousands)

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Prior period true-up 7,962 8,212

6,871 3,908 ( 1,146 )

Total provision for income taxes

$ 1,284 $ 685

The Company’s actual tax expense differed from the statutory federal income tax expense using a tax rate of 21% for the years ended December 31, 2024, 2023 and 2022, primarily due to the change in valuation allowance, state income taxes net of federal benefits, withholding taxes, research and development tax credits, and stock-based compensation expenses.

The Company’s actual tax expense differed from the statutory federal income tax expense using a tax rate of 21% for the years ended December 31, 2025, 2024 and 2023, primarily due to the change in valuation allowance, nondeductible expenses, research and development tax credits, state and foreign income taxes, and withholding taxes.

As of December 31, 2025 and 2024, the Company had net operating loss carryforwards of $ 1.9 billion and $ 1.6 billion for federal purposes, and $ 1.6 billion and $ 1.4 billion for state and local purposes, respectively, which may be subject to limitations as described below.

If not utilized, these carryforwards will begin to expire in 2031 for federal purposes, and 2025 for state and local purposes.

Federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited.

If not utilized, $ 1.8 billion of these carryforwards could be carried forward indefinitely and the remaining will begin to expire in 2031 for federal purposes, and these carryforwards will begin to expire in 2026 for state and local purposes.

Federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses could be limited.

Some but not all states conform to the federal treatment of net operating losses.

As of December 31, 2025, the Company had foreign net operating loss carryforwards of $ 15.3 million, the majority of which are indefinite lived.

As of December 31, 2024, the Company had zero foreign net operating loss carryforwards.

As of December 31, 2025, the Company had federal and state research and development tax credit carryforwards of $ 53.7 million, net of reserve of $ 28.9 million, and $ 34.5 million, net of reserve of $ 18.6 million, respectively.

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The Company has made an accounting policy election to treat Global Intangible Low-Taxed Income, or GILTI, taxes as a current period expense rather than including these amounts in the measurement of deferred taxes.

The following table presents the Company's income taxes paid (net of refunds received) for the year ended December 31, 2025 in accordance with the new guidance in ASU No.

Year Ended December 31,

(in thousands)

* Including amounts paid to 13 jurisdictions that do not meet the 5% disaggregation threshold, primarily related to extension payments, estimate taxes and tax return payments.

Uncertain Tax Positions

7 unchanged sentences

Increases related to current year’s tax positions 232 6,414 8,465

(Decreases) increases related to prior years’ tax positions ( 1,274 ) ( 1,153 ) 301

Increases (decreases) related to prior years’ tax positions

5,501 ( 1,274 ) ( 1,153 )

Unrecognized tax benefits - End of period $ 47,819 $ 42,086 $ 36,946

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Revenue $ 982,021 $ 739,016 $ 563,948

Cost of precision oncology testing (1)

254,551 200,202 141,691

Cost of development services and other (1)

Cost of revenue (1)

337,195 279,437 219,065

8 unchanged sentences

Net loss $ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 )

(1) Excludes stock-based compensation and related employer payroll tax payments, contingent consideration, and amortization of intangible assets.

(2) Includes stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, interest income and expense, provision for income taxes, and other income and expense.

(1) Excludes stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, and non-recurring other operating expense.

(2) Includes stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, non-recurring other operating expense, interest income and expense, provision for (benefit from) income taxes, and other income and expense.

The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:

7 unchanged sentences

As of December 31, 2025 and 2024, 100 % and 99 %, respectively, of the Company’s long-lived assets and right-of-use assets are located in the United States.

Related Party Transactions

As discussed in Note 3, Joint Venture , in May 2018, the Company and an affiliate of SoftBank formed and capitalized the Joint Venture to accelerate commercialization of its products in Asia, the Middle East and Africa.

Prior to the completion of the Joint Venture Acquisition in June 2022, the Company had consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances had been eliminated in consolidation.

Subsequent Events

In February 2025, the Company entered into privately negotiated exchange agreements with certain holders of its 2027 Notes, pursuant to which the Company issued $ 600.0 million aggregate principal amount of 1.25 % Convertible Senior Notes due 2031, or the New Notes, in exchange for the retirement of $ 659.3 million aggregate principal amount of the 2027 Notes, or the Transaction.

The Company will settle conversions of the New Notes by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election.

The initial conversion rate of the New Notes is 16.0716 shares of common stock per $1,000 principal amount of the New Notes, which represents an initial conversion price of approximately $ 62.22 per share of common stock, which reflects a conversion premium of approximately 35 % to the last reported sale price of the Company’s common stock on February 6, 2025.

The conversion rate and conversion price is subject to customary adjustments upon the occurrence of certain events.

Following the closing of the Transaction, $ 490.7 million in aggregate principal amount of the 2027 Notes remain outstanding with terms unchanged.

In connection with the Transaction, in February 2025, the Company repurchased $ 45.0 million of shares of its common stock from certain participants in the Transaction through a financial intermediary at a price of $ 46.09 per share, which was the last reported sale price of its common stock on February 6, 2025.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data