Guardant Health, Inc. 10-K

Item 8. Financial Statements and Supplementary Data Guardant Health, Inc. Index to Consolidated Financial Statements As of December 31, 2025 and 2024, and For the Years Ended December 31, 2025, 2024 and 2023 Page Report of Independent Registered Public Accounting Firm (PCAOB ID: 34 ) 95 Consolidated Balance Sheets 97 Consolidated Statements of Operations 98 Consolidated Statements of Comprehensive Loss 99 Consolidated Statements of Stockholders' Equity (Deficit) 100 Consolidated Statements of Cash Flows 101 Notes to Consolidated Financial Statements 102 94 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 accompanying consolidated balance sheets of Guardant Health, Inc. 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. 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. Critical Audit Matter 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 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. Except for certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The estimated transaction price under the portfolio approach represents consideration the Company expects to receive based on historical payment data from third-party payers and patients, adjusted for known and forecasted changes in payment patterns and subject to a constraint such that revenue recognized is not expected to be reversed. 95 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 future revenue reversal. 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 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. 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 oncology and screening tests. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to estimated transaction prices for oncology and screening 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 for oncology and screening tests. • 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 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. • 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 for oncology and screening tests. /s/ Deloitte & Touche LLP San Jose, California February 19, 2026 We have served as the Company’s auditor since 2023. 96 Guardant Health, Inc. Consolidated Balance Sheets (in thousands, except share and per share data) As of December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 378,203 $ 525,540 Short-term marketable debt securities 823,395 314,438 Accounts receivable, net 137,849 110,253 Inventory, net 85,876 71,083 Prepaid expenses and other current assets, net 40,723 33,800 Total current assets 1,466,046 1,055,114 Restricted cash 111,214 104,215 Property and equipment, net 145,915 136,813 Right-of-use assets, net 158,849 142,265 Intangible assets, net 25,921 6,760 Goodwill 77,257 3,290 Other assets, net 28,457 37,152 Total Assets $ 2,013,659 $ 1,485,609 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 54,442 $ 38,551 Accrued compensation 119,646 83,219 Accrued expenses 77,889 68,345 Deferred revenue 50,753 35,468 Total current liabilities 302,730 225,583 Convertible senior notes, net 1,504,000 1,142,547 Long-term operating lease liabilities 178,463 164,292 Other long-term liabilities 127,773 92,834 Total Liabilities 2,112,966 1,625,256 Commitments and contingencies (Note 9) Stockholders’ deficit: Preferred stock, par value of $ 0.00001 per share; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024 — — Common stock, par value of $ 0.00001 per share; 350,000,000 shares authorized as of December 31, 2025 and 2024; 130,635,301 and 123,994,006 shares issued and outstanding as of December 31, 2025 and 2024, respectively 1 1 Additional paid-in capital 2,900,056 2,443,788 Accumulated other comprehensive loss ( 4,852 ) ( 5,201 ) Accumulated deficit ( 2,994,512 ) ( 2,578,235 ) Total Stockholders’ Deficit ( 99,307 ) ( 139,647 ) Total Liabilities and Stockholders’ Deficit $ 2,013,659 $ 1,485,609 The accompanying notes are an integral part of these consolidated financial statements. 97 Table of Contents Guardant Health, Inc. Consolidated Statements of Operations (in thousands, except per share data) Year Ended December 31, 2025 2024 2023 Revenue $ 982,021 $ 739,016 $ 563,948 Costs and operating expenses: Cost of revenue 349,007 289,799 227,052 Research and development expense 364,191 347,753 367,194 Sales and marketing expense 494,661 364,935 295,227 General and administrative expense 211,410 180,123 155,800 Other operating expense — — 83,400 Total costs and operating expenses 1,419,269 1,182,610 1,128,673 Loss from operations ( 437,248 ) ( 443,594 ) ( 564,725 ) Interest income 34,095 53,691 35,365 Interest expense ( 3,897 ) ( 2,581 ) ( 2,578 ) Other income (expense), net ( 10,490 ) ( 42,605 ) 53,174 Loss before (benefit from) provision for income taxes ( 417,540 ) ( 435,089 ) ( 478,764 ) (Benefit from) provision for income taxes ( 1,263 ) 1,284 685 Net loss $ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 ) Net loss per share, basic and diluted $ ( 3.32 ) $ ( 3.56 ) $ ( 4.28 ) Weighted-average shares used in computing net loss per share, basic and diluted 125,374 122,745 111,988 The accompanying notes are an integral part of these consolidated financial statements. 98 Table of Contents Guardant Health, Inc. Consolidated Statements of Comprehensive Loss (in thousands) Year Ended December 31, 2025 2024 2023 Net loss $ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 ) Other comprehensive income (loss): Unrealized (loss) gain on available-for-sale securities ( 142 ) 244 16,758 Foreign currency translation adjustments 491 ( 1,770 ) ( 911 ) Other comprehensive income (loss) 349 ( 1,526 ) 15,847 Comprehensive loss $ ( 415,928 ) $ ( 437,899 ) $ ( 463,602 ) The accompanying notes are an integral part of these consolidated financial statements. 99 Guardant Health, Inc. Consolidated Statements of Stockholders’ Equity (Deficit) (in thousands, except share data) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Loss Accumulated Deficit Total Stockholders’ Equity (Deficit) 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 — — — — — — Issuance of common stock under employee stock purchase plan 464,870 — — 10,154 — — 10,154 Employee taxes paid related to net share settlement of restricted stock units — — — ( 11,197 ) — — ( 11,197 ) Stock-based compensation — — — 90,759 — — 90,759 Other comprehensive income — — — — 15,847 — 15,847 Net loss — — — — — ( 479,449 ) ( 479,449 ) Balance as of December 31, 2023 121,629,861 1 — 2,304,220 ( 3,675 ) ( 2,141,862 ) 158,684 Issuance of common stock upon exercise of stock options 609,495 — — 3,119 — — 3,119 Vesting of restricted stock units 1,176,892 — — — — — — Issuance of common stock under employee stock purchase plan 577,758 — — 11,719 — — 11,719 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 loss — — — — ( 1,526 ) — ( 1,526 ) Net loss — — — — — ( 436,373 ) ( 436,373 ) Balance as of December 31, 2024 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 Vesting of restricted stock units 2,674,890 — — — — — — Issuance of common stock under employee stock purchase plan 482,099 — — 13,585 — — 13,585 Employee taxes paid related to net share settlement of restricted stock units — — — ( 30,535 ) — — ( 30,535 ) Stock-based compensation — — — 166,217 — — 166,217 Unwinding of convertible note hedges — — — 5,456 — — 5,456 Other comprehensive income — — — — 349 — 349 Net loss — — — — — ( 416,277 ) ( 416,277 ) Balance as of December 31, 2025 130,635,301 $ 1 $ — $ 2,900,056 $ ( 4,852 ) $ ( 2,994,512 ) $ ( 99,307 ) The accompanying notes are an integral part of these consolidated financial statements. 100 Table of Contents Guardant Health, Inc. Consolidated Statements of Cash Flows (in thousands) Year Ended December 31, 2025 2024 2023 OPERATING ACTIVITIES: Net loss $ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 39,736 42,387 42,881 Operating lease costs 33,577 31,133 29,699 Gain on extinguishment of convertible notes ( 13,672 ) — — Stock-based compensation 166,217 140,411 90,759 Interest income received on marketable debt securities 7,677 — — 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 Other ( 294 ) 5,819 1,503 Changes in operating assets and liabilities: Accounts receivable, net ( 28,175 ) ( 21,389 ) 8,378 Inventory, net ( 14,792 ) ( 9,135 ) ( 10,350 ) Prepaid expenses and other current assets, net ( 6,354 ) ( 7,691 ) ( 4,332 ) Other assets, net 212 ( 2,375 ) 1,298 Accounts payable and accrued liabilities 52,749 ( 2,820 ) 5,191 Other legal liabilities — — 83,400 Operating lease liabilities ( 37,524 ) ( 36,115 ) ( 31,478 ) Deferred revenue 19,455 18,663 1,733 Net cash used in operating activities ( 184,760 ) ( 239,858 ) ( 324,975 ) INVESTING ACTIVITIES: Purchases of marketable debt securities ( 818,231 ) ( 307,323 ) ( 629,902 ) Maturities of marketable debt securities 307,323 35,000 1,494,700 Sales of marketable equity securities and other related assets — 53,600 1,531 Purchases of non-marketable equity securities and other related assets ( 9,000 ) ( 7,500 ) ( 5,593 ) Purchases of property and equipment ( 48,306 ) ( 35,085 ) ( 20,486 ) 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: Proceeds from issuance of common stock under employee stock purchase plan 13,585 11,719 10,154 Proceeds from issuance of common stock upon exercise of stock options 19,223 3,119 405 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 87,872 — — Proceeds from equity offerings 257,128 — 493,116 Payment of equity offering costs ( 17,668 ) — ( 21,131 ) Proceeds from borrowings on convertible senior notes 402,500 — — Payment of debt issuance costs ( 24,588 ) — — Proceeds from unwinding of convertible note hedges 5,030 — — 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 Cash, cash equivalents and restricted cash – Beginning of period 629,755 1,133,687 141,948 Cash, cash equivalents and restricted cash – End of period $ 489,417 $ 629,755 $ 1,133,687 Supplemental Disclosures of Cash Flow Information: Cash paid for interest $ 3,771 $ — $ — Cash paid for income taxes $ 869 $ 1,007 $ 1,969 Supplemental Disclosures of Noncash Investing and Financing Activities: Operating lease liabilities arising from obtaining right-of-use assets $ 41,224 $ 7,899 $ 5,015 Purchases of property and equipment included in accounts payable and accrued liabilities $ 4,111 $ 3,809 $ 5,279 Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents $ 378,203 $ 525,540 $ 1,133,537 Restricted cash – included in restricted cash 111,214 104,215 150 Total cash, cash equivalents and restricted cash $ 489,417 $ 629,755 $ 1,133,687 The accompanying notes are an integral part of these consolidated financial statements. 101 Table of Contents Guardant Health, Inc. Notes to Consolidated Financial Statements 1. Description of Business 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, 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. 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, colorectal cancer and breast cancer. 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. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation 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. and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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 structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital. 102 Table of Contents Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. 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, 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. Actual results may differ materially from management’s estimates. Segment Information The Company operates as one operating and reportable segment. The Company's chief operating decision makers are its Co-Chief Executive Officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources. Cash, Cash Equivalents and Restricted Cash Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are carried at cost, which approximates their fair value. 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. Marketable Debt Securities Marketable debt securities consist primarily of high-grade U.S. government and agency securities and corporate bonds. Marketable debt securities with original maturities at the time of purchase between three and twelve months from balance sheet dates are classified as short-term marketable debt securities and those with maturities over twelve months from balance sheet dates are classified as long-term marketable debt securities. The Company classifies all marketable debt securities as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive gain (loss) in stockholders’ equity (deficit). Any premium or discount arising at purchase is amortized or accreted to interest income or expense. The Company periodically evaluates its available-for-sale marketable debt securities for impairment. When the fair value of a marketable debt security is below its amortized cost, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost basis, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive gain (loss) in stockholders’ equity (deficit). 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 103 Table of Contents 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; changes in operating structure or management of the investee; and additional funding requirements of the investee. 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 The Company is subject to credit risk from its portfolio of cash equivalents, restricted cash and investments in marketable debt securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure. The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after‑tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments. The Company is subject to credit risk from its accounts receivable. 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. The Company does not require collateral. Accounts receivable are recorded net of allowance for credit losses, if any. A significant customer is any biopharmaceutical customer, clinical testing payer, or international laboratory partner that represents 10% or more of the Company’s total revenue or accounts receivable balance. Revenue attributable to each significant customer, including its affiliated entities, as a percentage of the Company’s total revenue, for the respective period, and accounts receivable balance attributable to each significant customers, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance, at the respective consolidated balance sheet date, are as follows: Revenue Accounts Receivable, Net Year Ended December 31, As of December 31, 2025 2024 2023 2025 2024 Customer A * * * * 14 % Customer B 28 % 29 % 31 % 23 % 12 % Customer C * * * 12 % 11 % * less than 10% 104 Table of Contents Accounts Receivable, Net 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. The Company evaluates the collectability of its accounts receivable based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. The Company recorded immaterial credit losses related to its accounts receivable for the years ended December 31, 2025, 2024 and 2023. Inventory, Net Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consisted entirely of supplies, which are consumed when providing tests, and therefore the Company does not maintain any finished goods inventory. In order to assess the ultimate realization of inventories, the Company is required to make judgments as to future demand requirements compared to current or committed inventory levels. The Company periodically reviews its inventories for excess or obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. 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 revenue. Property and Equipment, Net Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The Company periodically reviews the depreciable lives assigned to property and equipment placed in service and changes the estimates of useful lives, if necessary. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred. Estimated useful lives for property and equipment are as follows: Property and Equipment Estimated Useful Life Machinery and equipment 5 years Furniture and fixtures 7 years Computer hardware and computer software 3 years 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 Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill is not amortized but is tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate its value may no longer be recoverable. The Company continues to operate in one segment, which is considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. As of December 31, 2025, there has been no impairment of goodwill. 105 Table of Contents 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. Impairment for Long-Lived Assets The Company evaluates its long-lived assets, including property and equipment, finite-lived intangible assets, and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. The Company had immaterial amount of impairment for long-lived assets for the years ended December 31, 2025, 2024 and 2023. Leases The Company determines if an arrangement contains a lease at inception. 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. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less. Convertible Senior Notes Convertible senior notes are accounted for as a liability and measured at their amortized cost. 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 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. 106 Table of Contents The following table presents the Company’s revenue disaggregated by revenue source: Year Ended December 31, 2025 2024 2023 (in thousands) Oncology $ 683,595 $ 542,827 $ 403,876 Biopharma and data 210,132 177,579 136,351 Screening 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. Oncology 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. The Company identifies each sale of its test to a clinical customer as a single performance obligation. With the exception of certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. 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. 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. 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 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 107 Table of Contents 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. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. 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. 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. 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 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 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. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated. For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract. Deferred revenue 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 108 Table of Contents 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. Transaction price allocated to the remaining performance obligations Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 1 - 2 years. 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; freight; curation of test results for physicians; phlebotomy; 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 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 Research and development expenses consist of costs incurred to develop technology and include salaries and benefits including stock-based compensation, reagents and supplies used in research and development laboratory work, infrastructure expenses, including facility occupancy and information technology costs, contract services, other outside costs and costs to develop the Company's technology capabilities. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies before technological feasibility has been achieved. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop technology capabilities are recorded as research and development expenses unless they meet the criteria to be capitalized as internal-use software costs. Advertising 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 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 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. 109 Table of Contents The Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees and non-employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics, or PSUs, is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award. No stock-based compensation expense is recorded for PSUs, unless it is determined to be probable that the related performance metrics will be met. In addition, a cumulative adjustment will be recorded in the period when the probability of achieving the related performance metrics is adjusted. 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. Income Taxes Income taxes are recorded using an asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Tax benefits are recognized when it is more likely than not that a tax position will be sustained during an audit. Deferred tax assets are reduced by a valuation allowance if current evidence indicates that it is considered more likely than not that these benefits will not be realized. The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. 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 (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 The Company calculates basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the as-if converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, shares issuable pursuant to the employee stock purchase plan, and contingently issuable shares under the convertible senior notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive. Accounting Pronouncements Adopted In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. 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. 2023-09, Income Taxes (Topic 740): 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 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. 110 Table of Contents New Accounting Pronouncements Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures , which requires additional disclosures of specified information about certain costs and expenses in the notes to financial statements. 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. 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. 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 prospectively or retrospectively. The Company is currently assessing the impact of adopting this accounting pronouncement on its consolidated financial statements. 3. Consolidated Balance Sheet Components Property and Equipment, Net Property and equipment, net consist of the following: As of December 31, 2025 2024 (in thousands) Machinery and equipment $ 144,069 $ 124,567 Leasehold improvements 107,696 103,569 Computer hardware 41,329 36,497 Construction in progress 41,252 28,136 Furniture and fixtures 8,464 7,874 Computer software 2,006 1,695 Property and equipment, gross 344,816 302,338 Less: accumulated depreciation ( 198,901 ) ( 165,525 ) Property and equipment, net $ 145,915 $ 136,813 Depreciation expense related to property and equipment was $ 38.1 million, $ 40.1 million and $ 40.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. 111 Table of Contents Accrued Expenses Accrued expenses consist of the following: As of December 31, 2025 2024 (in thousands) Operating lease liabilities $ 27,679 $ 29,213 Other 50,210 39,132 Total accrued expenses $ 77,889 $ 68,345 4. Acquisition 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: Amount (in thousands) Cash and cash equivalents $ 3,638 Prepaid expenses and other current assets, net 178 Property and equipment, net 478 IPR&D 20,831 Goodwill 73,967 Net liabilities assumed ( 1,400 ) Deferred tax liabilities ( 1,066 ) 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. 112 Table of Contents 5. Fair Value Measurements, Cash Equivalents and Marketable Securities Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, and accounts payable and accrued liabilities. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, and accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date. Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows: December 31, 2025 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 31,775 $ 31,775 $ — $ — Income deposit funds 107,709 — 107,709 — Commercial paper 182,739 — 182,739 — U.S. government debt securities 112,000 — 112,000 — Total cash equivalents and restricted cash $ 434,223 $ 31,775 $ 402,448 $ — Commercial paper $ 647,117 $ — $ 647,117 $ — U.S. government debt securities 176,278 — 176,278 — Total short-term marketable debt securities $ 823,395 $ — $ 823,395 $ — Total $ 1,257,618 $ 31,775 $ 1,225,843 $ — Financial Liabilities: Contingent consideration $ 34,000 $ — $ — $ 34,000 Total $ 34,000 $ — $ — $ 34,000 113 Table of Contents December 31, 2024 Fair Value Level 1 Level 2 Level 3 (in thousands) Financial Assets: Money market funds $ 57,151 $ 57,151 $ — $ — Income deposit funds 103,581 — 103,581 — U.S. government debt securities 429,294 — 429,294 — Total cash equivalents and restricted cash $ 590,026 $ 57,151 $ 532,875 $ — U.S. government debt securities $ 314,438 $ — $ 314,438 $ — Total short-term marketable debt securities $ 314,438 $ — $ 314,438 $ — Total $ 904,464 $ 57,151 $ 847,313 $ — Financial Liabilities: Contingent consideration $ 6,050 $ — $ — $ 6,050 Total $ 6,050 $ — $ — $ 6,050 The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Income deposit funds, commercial paper and U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; 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. In November 2023, Lunit issued bonus shares to its existing shareholders by allocating one new share for each existing share, and the Company was subject to the same lock-up period with the same restrictions for these bonus shares which expired in July 2024. In 2024, the Company sold all of its investment in Lunit. 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 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, 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. 114 Table of Contents The following table summarizes the activities for the Level 3 financial instruments for the years ended December 31, 2025, 2024 and 2023: Contingent Consideration Year Ended December 31, 2025 2024 2023 (in thousands) Fair value — beginning of period $ 6,050 $ 6,540 $ 6,430 Initial valuation on the date of acquisition 34,000 — — Increase in fair value 950 1,010 110 Settlement ( 7,000 ) ( 1,500 ) — 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, 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 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: December 31, 2025 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (in thousands) Money market funds $ 31,775 $ — $ — $ 31,775 Income deposit funds 107,709 — — 107,709 Commercial paper 829,896 — ( 40 ) 829,856 U.S. government debt securities 288,148 130 — 288,278 Total $ 1,257,528 $ 130 $ ( 40 ) $ 1,257,618 December 31, 2024 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value (in thousands) Money market funds $ 57,151 $ — $ — $ 57,151 Income deposit funds 103,581 — — 103,581 U.S. government debt securities 743,500 232 — 743,732 Total $ 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, 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. 115 Table of Contents 6. Intangible Assets, Net and Goodwill The following table presents details of purchased intangible assets as of December 31, 2025 and 2024: December 31, 2025 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ ( 6,901 ) $ 4,985 4.8 Non-compete agreements and other covenant rights 5,100 ( 4,995 ) 105 0.3 Total intangible assets subject to amortization $ 16,986 $ ( 11,896 ) $ 5,090 Intangible assets not subject to amortization: IPR&D $ 20,831 $ — $ 20,831 Goodwill 77,257 — 77,257 Total purchased intangible assets $ 115,074 $ ( 11,896 ) $ 103,178 December 31, 2024 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Remaining Weighted-Average Useful Life (in thousands) (in years) Intangible assets subject to amortization: Acquired license $ 11,886 $ ( 5,795 ) $ 6,091 5.8 Non-compete agreements and other covenant rights 5,100 ( 4,431 ) 669 1.1 Acquired technology 1,600 ( 1,600 ) — 0.0 Total intangible assets subject to amortization $ 18,586 $ ( 11,826 ) $ 6,760 Intangible assets not subject to amortization: Goodwill $ 3,290 $ — $ 3,290 Total purchased intangible assets $ 21,876 $ ( 11,826 ) $ 10,050 Amortization of finite-lived intangible assets was $ 1.7 million, $ 2.2 million and $ 2.7 million, for the years ended December 31, 2025, 2024 and 2023, respectively. The following table summarizes estimated future amortization expense of finite-lived intangible assets, net: Year Ending December 31, (in thousands) 2026 $ 1,212 2027 1,107 2028 1,109 2029 765 2030 600 2031 and thereafter 297 Total $ 5,090 116 7. Debt 2027 Notes In November 2020, the Company issued $ 1.15 billion principal amount of its 0 % Convertible Senior Notes due 2027, or the 2027 Notes. The 2027 Notes do not bear interest, and the principal amount of the 2027 Notes will not accrete. However, special interest and additional interest may accrue on the 2027 Notes at a rate per annum not exceeding 0.50 % (subject to certain exceptions) upon the occurrence of certain events such as the failure to file certain reports to the Securities and Exchange Commission, or to remove certain restrictive legends from the 2027 Notes. The 2027 Notes will mature on November 15, 2027, unless repurchased, redeemed or converted earlier. Before August 15, 2027, holders of the 2027 Notes will have the right to convert their 2027 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, 2021, 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, or the sale price condition; • 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 the 2027 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; or • upon the occurrence of specified corporate events From and after August 15, 2027, holders of the 2027 Notes may convert their 2027 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 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. 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 2027 Notes at its option at any time before November 20, 2024. The 2027 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, 2024 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 2027 Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, 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 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. 117 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. 2031 Notes 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; or • 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. 118 2033 Notes 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; or • 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. 119 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, 2025 2024 (in thousands) 2027 Notes Outstanding principal amount $ 490,660 $ 1,150,000 Less: unamortized debt issuance costs ( 2,076 ) ( 7,453 ) Net carrying amount $ 488,584 $ 1,142,547 2031 Notes Outstanding principal amount $ 600,000 $ — Add: unamortized debt premium 35,652 — Less: unamortized debt issuance costs ( 10,575 ) — Net carrying amount $ 625,077 $ — 2033 Notes Outstanding principal amount $ 402,500 $ — Less: unamortized debt issuance costs ( 12,161 ) — 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. 120 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, 2025 2024 2023 (in thousands) Coupon interest expense $ 6,583 $ — $ — Amortization of debt premium ( 5,929 ) — — Amortization of debt issuance costs 3,243 2,581 2,575 Total interest expense recognized $ 3,897 $ 2,581 $ 2,575 Effective interest rate 2027 Notes 0.2 % 0.2 % 0.2 % 2031 Notes 0.4 % * * 2033 Notes 0.4 % * * * Not applicable Note Hedges 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. The 2027 Note Hedges cover, subject to customary adjustments, the number of shares of common stock initially underlying the 2027 Notes. The strike price of the 2027 Note Hedges will initially be approximately $ 182.60 per share, which represents a premium of 75 % over the last reported sale price of the Company’s common stock of $ 104.34 per share on November 16, 2020, and is subject to certain adjustments under the terms of the 2027 Note Hedges. The 2027 Note Hedges will expire upon maturity of the 2027 Notes. The 2027 Note Hedges are separate transactions and are not part of the terms of the 2027 Notes. Holders of the 2027 Notes will not have any rights with respect to the 2027 Note Hedges. The shares receivable related to the 2027 Note Hedges are excluded from the calculation of diluted earnings per share as they are anti-dilutive. As these transactions meet certain accounting criteria, the 2027 Note Hedges are recorded in stockholders’ equity and are not accounted for as derivatives. 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. 8. Leases 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. 121 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). As of December 31, 2025 2024 Weighted-average remaining lease term (in years) 6.7 7.5 Weighted-average discount rate 4.50 % 3.82 % The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2025: Year Ending December 31, (in thousands) 2026 $ 33,786 2027 35,344 2028 35,198 2029 34,443 2030 34,809 2031 and thereafter 64,148 Total operating lease payments 237,728 Less: imputed interest ( 31,586 ) Total operating lease liabilities $ 206,142 Finance leases are not material to the Company's consolidated financial statements. 9. Commitments and Contingencies Indemnification Agreements The Company has entered into indemnification agreements with certain directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no such matters have arisen and the Company does not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on its financial positions, results of operations or cash flows. Accordingly, the Company has not recorded a liability related to such indemnifications as of December 31, 2025. Legal Proceedings In addition to commitments and obligations incurred in the ordinary course of business, from time to time the Company may be subject to a variety of claims and legal proceedings, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations and other matters. For example, the Company has received, and may in the future continue to receive letters, claims or complaints from others alleging false advertising, patent infringement, violation of employment practices and trademark infringement. The Company has also instituted, and may in the future institute, additional legal proceedings to enforce its rights and seek remedies, such as monetary damages, injunctive relief and declaratory relief. The Company cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on the Company because of diversion of management time and attention as well as the financial costs related to resolving such disputes. 122 Table of Contents The Company and its affiliates are parties to the legal claims and proceedings described below. The Company is vigorously defending itself against those claims and in those proceedings. Significant developments in those matters are described below. If the Company is unsuccessful in defending, or if it determines to settle, any of these matters, it may be required to pay substantial sums, be subject to injunction and/or be forced to change how it operates its business, which could have a material adverse impact on its financial position or results of operations. Unless otherwise stated, the Company is unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, it is not reasonably possible for the Company to determine that a loss is probable for a claim, or to reasonably estimate the amount of loss or a range of loss, because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. Many of the matters described are at preliminary stages, raise novel theories of liability or seek an indeterminate amount of damages. It is not uncommon for claims to be resolved over a number of years. The Company reviews loss contingencies at least quarterly to determine whether the loss probability has changed and whether it can make a reasonable estimate of the possible loss or range of loss. When the Company determines that a loss from a claim is probable and reasonably estimable, it records a liability in the amount of its estimate for the ultimate loss. The Company also provides disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability. Intellectual Property Disputes In August 2021, TwinStrand Biosciences, Inc., or TwinStrand Biosciences, and the University of Washington filed a patent infringement suit in the United States District Court for the District of Delaware alleging that the Company infringes U.S. Patent Nos. 10,287,631; 10,689,699; 10,752,951; and 10,760,127. The Company answered the complaint in October 2021, denying TwinStrand Biosciences’ allegations and asserted counterclaims of invalidity, unenforceability due to inequitable conduct and infringement of four of the Company’s patents. Discovery in the case has concluded. In October 2023, the District Court dismissed with prejudice TwinStrand’s infringement claims related to U.S. Patent Nos. 10,689,699 and 10,752,951. On November 14, 2023, a jury verdict was entered in favor of TwinStrand Biosciences and the University of Washington and against the Company. The jury found that the Company willfully infringed U.S. Patent Nos. 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 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. 123 Table of Contents On June 11, 2024, the Company filed a patent infringement suit against Tempus AI, Inc. or Tempus, in the United States District Court for the District of Delaware alleging that Tempus infringes U.S. Patent Nos. 11,149,306; 9,902,992; 10,501,810; 10,793,916; and 11,643,693. The Company is seeking an injunction to stop Tempus’ infringement and compensatory damages. The case is Guardant Health, Inc. v. 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 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. Patent Nos. 10,957,041; 10,991,097; 11,640,859; 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. Patent No. 10,947,589. 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 In May 2021, the Company also filed a lawsuit against Natera, Inc., or Natera, in the United States District Court for the Northern District of California, wherein the Company alleged that Natera is misleading healthcare providers about the performance of the Company’s new oncology test, Guardant Reveal, by suggesting the test is inaccurate and/or insensitive, and inferior to Natera’s Signatera assay. The Company is seeking an injunction to prevent Natera from continuing to make false and misleading statements and to require Natera to take corrective actions. Natera asserted counterclaims of false and misleading statements, false advertising, unlawful trade practices and unfair competition. 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, 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 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. The Company strongly disagrees with Tempus’ allegations and responded to each allegation. 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 124 Table of Contents discovery has not yet commenced in either action. At this early stage of the litigation, the outcome of these two pending matters remains uncertain. 10. Common Stock 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. As of December 31, 2025 and 2024, no dividends on the Company’s common stock had been declared by the Board of Directors. The Company’s common stock has been reserved for the following potential future issuances: As of December 31, 2025 2024 Shares underlying outstanding stock options 4,548,494 4,631,750 Shares underlying unvested restricted stock units 6,315,213 7,020,251 Shares underlying unvested performance-based restricted stock units 1,280,838 1,290,684 Shares available for issuance under the 2018 Incentive Award Plan 9,811,870 8,079,498 Shares available for issuance under the 2018 Employee Stock Purchase Plan 2,833,178 2,208,577 Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan 3,369,319 3,916,766 Total 28,158,912 27,147,526 Equity Offering In May 2023, the Company completed a follow-on underwritten public offering, in which it issued and sold 14,375,000 shares of its common stock at a price of $ 28.00 per share, and received net proceeds of $ 381.4 million after deducting underwriting discounts and commissions and other offering costs of $ 21.1 million. 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. As of December 31, 2025, no shares of the Company's common stock have been sold under the Sales Agreement. 125 Table of Contents 11. Stock-Based Compensation 2012 Stock Plan and 2018 Incentive Award Plan In June 2012 and September 2018, the Company’s Board of Directors adopted and its stockholders approved the Company’s 2012 Stock Plan (as amended and restated), or the 2012 Plan, and the Company’s 2018 Incentive Award Plan, or the 2018 Plan, respectively, under which the Company may grant cash and equity incentive awards to its employees and non-employees. Upon effectiveness of the 2018 Plan in connection with the IPO in October 2018, the 2012 Plan was terminated and 508,847 shares reserved under the 2012 Plan were forfeited. Any outstanding awards granted under the 2012 Plan remain outstanding, subject to the terms of the 2012 Plan and applicable award agreement, and further cancellation of awards granted under the 2012 Plan are not available for grant in the future. No further grants will be made under the 2012 Plan. The number of shares of common stock available for issuance under the 2018 Plan may be increased on January 1 of each calendar year beginning in 2019 and ending in 2028 by an amount equal to the least of (i) 3,689,000 shares, (ii) four percent of the shares of common stock outstanding (on an as-converted basis) on the final 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. 2023 Employment Inducement Incentive Award Plan In August 2023, the Company’s Board of Directors adopted the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, under which the Company may exclusively grant awards to its new employees as an inducement material to the employee’s entry into employment with the Company. The 2023 Plan was approved by the Company's Board of Directors without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules. Stock Option Activity A summary of the Company’s stock option activity and related information is as follows: 126 Table of Contents Options Outstanding Shares 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, 2023 5,438,296 3,402,574 $ 34.34 6.8 $ 39,749 2018 Plan annual increase (1) 3,689,000 — Shares authorized under the 2023 Plan 5,000,000 — Granted ( 1,000,760 ) 1,000,760 30.80 Exercised — ( 51,124 ) 7.93 Canceled 338,570 ( 339,307 ) 58.45 Restricted stock units granted ( 2,436,947 ) — Restricted stock units canceled 1,049,447 — Performance-based restricted stock units granted ( 126,041 ) — Performance-based restricted stock units canceled 51,829 — Balance as of December 31, 2023 12,003,394 4,012,903 31.76 6.6 39,115 2018 Plan annual increase (1) 3,689,000 — Granted ( 1,440,273 ) 1,440,273 27.07 Exercised — ( 609,495 ) 5.12 Canceled 211,931 ( 211,931 ) 49.71 Restricted stock units granted ( 5,004,910 ) — Restricted stock units canceled 1,164,260 — 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 ( 48,234 ) — Performance-based restricted stock units canceled 74,161 — Balance as of December 31, 2024 11,996,264 4,631,750 32.98 7.1 35,980 2018 Plan annual increase (1) 3,689,000 — Granted ( 649,423 ) 649,423 45.23 Exercised — ( 627,325 ) 30.64 Canceled 105,354 ( 105,354 ) 42.81 Restricted stock units granted ( 2,842,050 ) — Restricted stock units canceled 1,142,190 — 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 — Balance as of December 31, 2025 13,181,189 4,548,494 $ 34.83 6.4 $ 310,466 Vested and Exercisable as of December 31, 2025 2,878,206 $ 34.25 5.1 $ 199,675 (1) Effective as of January 1, 2023, 2024 and 2025, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of the automatic annual increase provision therein. 127 Table of Contents Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised was $ 33.2 million, $ 9.4 million and $ 1.0 million for the years ended December 31, 2025, 2024 and 2023, respectively. The weighted-average grant date fair value of options granted was $ 28.32 , $ 17.20 and $ 19.90 per share for the years ended December 31, 2025, 2024 and 2023, respectively. Future stock-based compensation for unvested options as of December 31, 2025 was $ 31.6 million, which is expected to be recognized over a weighted-average period of 1.7 years. Restricted Stock Units 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 Balance as of January 1, 2023 3,687,888 $ 60.70 Granted 2,436,947 26.62 Vested and released ( 728,603 ) 60.07 Canceled ( 1,049,447 ) 56.85 Balance as of December 31, 2023 4,346,785 42.63 Granted 5,004,910 25.94 Vested and released ( 1,167,184 ) 46.36 Canceled ( 1,164,260 ) 42.61 Balance as of December 31, 2024 7,020,251 30.11 Granted 2,842,050 47.56 Vested and released ( 2,404,898 ) 32.69 Canceled ( 1,142,190 ) 32.47 Balance as of December 31, 2025 6,315,213 $ 36.56 Future stock-based compensation for unvested restricted stock units as of December 31, 2025 was $ 179.6 million, which is expected to be recognized over a weighted-average period of 1.9 years. Performance-based Restricted Stock Units Since November 2020, the Compensation Committee of the Board of Directors started to approve, and the Company started to grant performance-based restricted stock units, or PSUs, to its employees and non-employees. The PSUs granted consist of financial and/or operational metrics to be met over a performance period of approximately 1.0 to 3.0 years and an additional service period requirement of up to 2.0 years after the performance metrics are met. In addition, granted units might be adjusted when certain performance metrics are met. The PSUs are expected to be expensed over a period of approximately 1.0 to 3.1 years subject to meeting the respective performance metrics and service requirements. In November 2020 and May 2021, and as part of these PSU programs, the Company granted PSUs consisting of a performance period of 4 years combined with an additional service period requirement of six months should the vesting criteria be met with a grant date fair value of $ 113.40 per share and $ 148.19 per share, respectively. Before 2024, no compensation expense for these PSUs had been recorded since the achievement of the performance metrics did not meet the criteria for accrual. In 2024, the performance metrics of these PSUs were considered to be achieved; 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. In the first quarter of 2025, these PSUs were vested after the additional six months service requirements were fulfilled. 128 Table of Contents 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 Balance as of January 1, 2023 341,713 $ 110.64 Granted 126,041 32.84 Vested and released ( 3,435 ) 32.86 Canceled ( 51,829 ) 80.91 Balance as of December 31, 2023 412,490 91.25 Granted 913,829 18.73 Vested and released ( 9,708 ) 94.73 Adjusted for performance achievement 48,234 32.84 Canceled ( 74,161 ) 102.14 Balance as of December 31, 2024 1,290,684 37.07 Granted 293,981 49.21 Vested and released ( 269,992 ) 69.33 Adjusted for performance achievement 144,972 19.29 Canceled ( 178,807 ) 63.34 Balance as of December 31, 2025 1,280,838 $ 27.38 Stock-based compensation recorded for the PSUs for the years ended December 31, 2025, 2024 and 2023 was $ 19.4 million, $ 33.3 million and $ 2.6 million, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of December 31, 2025 was $ 24.4 million, which is expected to be recognized over a weighted-average period of 1.8 years. Market-based Restricted Stock Units In May 2020, the Board of Directors approved and granted 1,695,574 market-based restricted stock units, or MSUs, under the 2018 Plan to each of the Company's Co-Chief Executive Officers, which is subject to the achievement of market-based share price goals established by the Board of Directors. The MSUs consist of three separate tranches and the vesting of each tranche is subject to the Company's common stock closing price being maintained at or above a predetermined share price goal for a period of 30 consecutive calendar days. The grant date fair values of the MSUs were determined using a Monte Carlo valuation model for each tranche. The related stock-based compensation expense for each tranche was recognized based on an accelerated attribution method over the estimated derived service period, which was the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model. The weighted-average grant date fair value of the MSUs was $ 67.00 per share and the weighted-average derived service period was estimated to be in the range of 0.83 - 2.07 years. All three tranches of the MSUs were fully expensed as of June 30, 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. 129 Table of Contents Stock‑Based Compensation Expense The following table presents the effect of employee and non‑employee related stock‑based compensation expense: Year Ended December 31, 2025 2024 2023 (in thousands) Cost of revenue $ 10,699 $ 9,365 $ 6,465 Research and development expense 50,937 50,566 34,682 Sales and marketing expense 44,724 36,479 24,764 General and administrative expense 59,857 44,001 24,848 Total stock-based compensation expense $ 166,217 $ 140,411 $ 90,759 Valuation of Stock Options The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions: Year Ended December 31, 2025 2024 2023 Expected term (in years) 5.50 – 6.10 5.50 – 6.09 5.50 – 6.10 Expected volatility 65.4 % – 67.2 % 67.4 % – 69.4 % 69.3 % – 70.5 % Risk-free interest rate 3.7 % – 4.3 % 3.8 % – 4.5 % 3.4 % – 4.5 % Expected dividend yield — % — % — % The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of common stock of the Company, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows: Fair Value of Common Stock The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the Nasdaq Global Select Market. Expected Term The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term. Expected Volatility 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, 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 The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options. 130 Table of Contents Expected Dividend Yield The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero . 2018 Employee Stock Purchase Plan In September 2018, the Company’s Board of Directors adopted and its stockholders approved the 2018 Employee Stock Purchase Plan, or the ESPP. A total of 922,250 shares of common stock were initially reserved for issuance under the ESPP. 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. 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. The price at which common stock is purchased under the ESPP is equal to 85 % of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods beginning on May 15 and November 15 of each year. 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 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, 2025 2024 2023 Expected term (in years) 0.50 0.50 0.50 Expected volatility 59.5 % – 69.0 % 62.7 % – 64.2 % 51.5 % – 76.6 % Risk-free interest rate 3.8 % – 4.3 % 4.4 % – 5.4 % 5.2 % – 5.4 % 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. 12. Net Loss Per Share The following table sets forth the computation of the basic and diluted net loss per share: Year Ended December 31, 2025 2024 2023 (in thousands, except per share data) Net loss, basic and diluted $ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 ) Net loss per share, basic and diluted $ ( 3.32 ) $ ( 3.56 ) $ ( 4.28 ) Weighted-average shares used in computing net loss per share, basic and diluted 125,374 122,745 111,988 131 Table of Contents Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect: Year Ended December 31, 2025 2024 2023 (in thousands) Stock options 4,910 3,990 3,566 Restricted stock units 7,283 5,199 3,474 MSUs — 484 2,261 PSUs 1,258 1,125 389 ESPP obligation 170 209 176 Convertible senior notes 12,489 8,225 8,225 Total 26,110 19,232 18,091 13. Income Taxes The components of (loss) income before (benefit from) provision for income taxes are as follows: Year Ended December 31, 2025 2024 2023 (in thousands) United States $ ( 413,482 ) $ ( 437,179 ) $ ( 481,405 ) Foreign ( 4,058 ) 2,090 2,641 Total $ ( 417,540 ) $ ( 435,089 ) $ ( 478,764 ) The components of the (benefit from) provision for income taxes are as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Current: State $ 90 $ 126 $ 35 Foreign 352 871 1,191 Total current tax expense 442 997 1,226 Deferred: Foreign ( 1,705 ) 287 ( 541 ) Total deferred tax expense ( 1,705 ) 287 ( 541 ) Total (benefit from) provision for income taxes $ ( 1,263 ) $ 1,284 $ 685 132 Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows: As of December 31, 2025 2024 (in thousands) Deferred tax assets: Net operating losses carryforwards $ 491,136 $ 422,990 Net operating losses - foreign 3,842 — Capitalized research and development costs 134,447 118,340 Property, equipment and intangible assets 18,175 14,429 Accruals and reserves 47,906 42,043 Research and development credits 80,954 71,330 Stock-based compensation 4,642 12,923 Lease liabilities 51,852 49,538 Other 7,010 2,379 Total deferred tax assets 839,964 733,972 Deferred tax liabilities: IPR&D ( 4,791 ) — Right-of-use asset ( 39,964 ) ( 36,426 ) Other ( 225 ) ( 313 ) Total deferred tax liabilities ( 44,980 ) ( 36,739 ) Less: valuation allowance ( 788,795 ) ( 696,473 ) Net deferred tax assets $ 6,189 $ 760 133 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. 2023-09: Year Ended December 31, 2025 (in thousands) Tax at the statutory federal rate $ ( 87,683 ) 21.0 % State and local income taxes, net of federal benefit * 60 — % Foreign tax effects ( 500 ) 0.1 % Tax credits: 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: Other 78 — % 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. 2023-09: Year Ended December 31, 2024 2023 (in thousands) Taxes at the statutory federal rate $ ( 91,369 ) $ ( 100,553 ) Change in valuation allowance 92,726 114,707 Stock-based compensation 12,012 8,077 Research and development credits ( 11,000 ) ( 14,549 ) State taxes, net of federal benefits ( 15,918 ) ( 19,117 ) Prior period true-up 7,962 8,212 Other 6,871 3,908 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, 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, $ 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. 134 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. As of December 31, 2024, the Company had federal and state research and development tax credit carryforwards of $ 47.9 million, net of reserve of $ 25.8 million, and $ 29.7 million, net of reserve of $ 16.0 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in the year 2032. The Company’s state research and development tax credit carryforwards do not expire. Utilization of the net operating loss, or NOL, carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. Current laws impose substantial restrictions on the utilization of NOL carryforwards and credits in the event of an “ownership change” within a three-year period as defined by the Internal Revenue Code Section 382, or Section 382. If there should be an ownership change, the Company’s ability to utilize its NOL carryforwards and credits could be limited. The Company has not performed a Section 382 analysis. Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to the Company’s history of U.S. operating losses, the Company believes that the recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net U.S. deferred tax assets. The net change in total valuation allowance was an increase of $ 92.3 million, an increase of $ 92.7 million and an increase of $ 114.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. The Company considers the earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. The Company has not recorded a provision for deferred U.S. federal and state income tax expense and foreign withholding taxes on approximately $ 1.9 million of undistributed earnings of foreign subsidiaries indefinitely reinvested outside the United States. If the foreign earnings are repatriated, the income tax provision would be adjusted in the period the earnings are determined to be no longer indefinitely reinvested outside the United States. 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. 2023-09: Year Ended December 31, 2025 (in thousands) Domestic: Texas $ 65 Other * 82 Foreign: Japan 280 Singapore 55 India 357 Other 30 Total $ 869 * 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 The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of $ 47.8 million and $ 42.1 million as of December 31, 2025 and 2024, respectively, which, if recognized, would not affect the effective income tax rate due to the valuation allowance that currently offsets the deferred tax assets. 135 A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows: Year Ended December 31, 2025 2024 2023 (in thousands) Unrecognized tax benefits - Beginning of period $ 42,086 $ 36,946 $ 29,634 Increases related to current year’s tax positions 232 6,414 8,465 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 The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. During the years ended December 31, 2025, 2024 and 2023, the Company recognized no interest and penalties associated with unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date. Due to the net operating loss carryforwards, all years remain open for income tax examination by tax authorities in the United States, various states and foreign tax jurisdictions in which the Company files tax returns. 14. Employee Benefit Plan The Company sponsors a defined contribution plan, or a 401(k) plan, and pursuant to its terms, eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100 % of eligible compensation on a pre-tax basis. For the years ended December 31, 2025, 2024 and 2023, the Company contributed $ 9.7 million, $ 7.9 million and $ 7.1 million, respectively, to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan. 15. Segment and Geographic Information The Company operates as one operating segment, and the Company's chief operating decision makers, or the CODMs, are its Co-Chief Executive Officers. The CODMs review segment financial information presented on a consolidated basis, including revenue, gross profit, operating expenses, net loss and adjusted EBITDA, and considers budget-to-actual variances for the purposes of making operating decisions, assessing financial performance and allocating resources. The CODMs do not evaluate operating segment performance using asset information. 136 Table of Contents The following table presents a summary of the Company's segment information: Year Ended December 31, 2025 2024 2023 (in thousands) Revenue $ 982,021 $ 739,016 $ 563,948 Less: Cost of revenue (1) 337,195 279,437 219,065 Research and development expense (1) 309,178 295,866 329,826 Sales and marketing expense (1) 448,419 328,064 270,132 General and administrative expense (1) 146,145 133,352 129,247 Other segment items (2) 157,361 138,670 95,127 Net loss $ ( 416,277 ) $ ( 436,373 ) $ ( 479,449 ) (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: Year Ended December 31, 2025 2024 2023 (in thousands) United States $ 923,279 $ 697,162 $ 526,524 International 58,742 41,854 37,424 Total revenue $ 982,021 $ 739,016 $ 563,948 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. 137 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.