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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-05 · 111 added, 40 removed, 221 unchanged (41% of the section changed)

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Management’s Annual Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) or an attestation report of our independent registered accounting firm due to a transition period established by rules of the SEC for newly public companies.

Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules13a-15(f).

Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on the results of our assessment under the framework in the Internal Control—Integrated Framework (2013), our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm due to a transition period established by rules of the SEC for “emerging growth companies”.

C hanges in Internal Control over Financial Reporting

Following the Spin-Off, new corporate and governance functions, such as finance, tax, information technology, human resources, treasury and legal, have been implemented to meet all regulatory requirements for a standalone public company.

Apart from the foregoing changes, there were no changes in our internal controls over financial reporting the period for the fourth quarter of December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

There were no changes in our internal controls over financial reporting during the fourth quarter of December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

(a) Disclosure in lieu of reporting on a Current Report on Form 8-K.

Item 5.02 Departure of Directors or Certain Officers;

Election of Directors;

Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

On March 10, 2026, the Board of Directors appointed Joshua Ofman, M.D., MSHS, age 61, to serve as Chief Executive Officer of the Company, effective June 1, 2026 (the “Transition Effective Date”).

The Board also appointed Dr.

Ofman to serve as a Class III director, effective on March 12, 2026, immediately following the filing of this Annual Report on Form 10-K and a Registration Statement on Form S-8 relating to the registration of certain shares under our Employee Stock Purchase Plan and Incentive Award Plan, to hold office until the 2027 annual meeting of stockholders.

We intend to nominate Dr.

Ofman for reelection to the Board at the 2027 annual meeting of stockholders.

Ofman has served as the Company's President since June 2021 and previously served as the Company's Chief Medical Officer from November 2021 until June 2022, as the Company's Chief Medical Officer

and Head of External Affairs from June 2020 until August 2021, and as Chief of Corporate Strategy and External Affairs from June 2019 until January 2020.

Ofman has previously served on the Board of Directors of two privately held biotechnology companies.

Previously, Dr.

Ofman spent more than 15 years at Amgen, where he last served in the role of Senior Vice President, Global Value, Access and Policy.

Prior to that, Dr.

Ofman was a faculty member in the Department of Medicine and Health Services Research at University of California, Los Angeles ("UCLA") School of Medicine, Cedars-Sinai Medical Center, as well as Senior Vice President of Zynx Health, Inc.

Ofman holds a B.A.

in history and philosophy of science from the University of California, Berkeley, an M.D.

from the University of California, Irvine, School of Medicine, and an MSHS from the UCLA School of Public Health.

There are no arrangements or understandings between Dr.

Ofman and any other persons pursuant to which Dr.

Ofman was appointed as Chief Executive Officer.

Ofman has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, and there are no family relationships between Dr.

Ofman and any director or executive officer of the Company.

The material terms of any compensatory arrangements entered into with Dr.

Ofman in connection with his appointment as Chief Executive Officer will be disclosed once determined in a subsequent periodic or current report, as required.

On March 12, 2026, Robert Ragusa announced his retirement as Chief Executive Officer of the Company and as a Class III director, in each case, effective on the Transition Effective Date (June 1, 2026).

In connection with Mr.

Ragusa's retirement, the Company and Mr.

Ragusa entered into a Transition Agreement, dated as of March 10, 2026 (the "Transition Agreement").

A copy of the Transition Agreement is filed as Exhibit 10.15 to this Annual Report on Form 10-K and is incorporated herein by reference.

Pursuant to the Transition Agreement, Mr.

Ragusa will continue to serve as our Chief Executive Officer until the Transition Effective Date and, following the Transition Effective Date, will serve as a senior executive advisor until March 12, 2027 (such period the “Transition Period”).

During the Transition Period, Mr.

Ragusa will assist and cooperate with the Company with respect to the transition of the position of Chief Executive Officer to Dr.

Pursuant to the Transition Agreement, Mr.

Ragusa will continue to receive the same compensation and benefits as currently in effect until the Transition Date.

During the Transition Period, we will pay or provide to Mr.

(i) an annualized base salary of $300,000, (ii) continued participation in health and welfare benefits or comparable subsidized healthcare continuation coverage, (iii) a pro-rated bonus under the Company’s Variable Compensation Plan for portion of calendar year 2026 preceding the Transition Date, subject to Mr.

Ragusa’s continued employment through the end of the Transition Period, execution of a release of claims, and continued compliance with restrictive covenants, and (iv) continued vesting of outstanding and unvested equity awards (without eligibility for accelerated vesting, except as described below).

If the Company terminates Mr.

Ragusa’s employment without Cause (as defined in the Transition Agreement) prior to March 12, 2027, subject to his execution of a release of claims and continued compliance with restrictive covenants, Mr.

Ragusa will be entitled to receive:

(i) continued payment of his base salary through March 12, 2027, (ii) subsidized healthcare continuation coverage through March 2027, (iii) his pro-rated bonus (if earned), and (iv) accelerated vesting solely as to the portion of his outstanding and unvested equity awards that would have vested had his employment continued through March 12, 2027.

The Transition Agreement includes a general release of claims in favor of the Company and provides that Mr.

Ragusa will continue to comply with certain restrictive covenants, including confidentiality, non-disparagement, non-competition, and non-solicitation provisions contained therein.

The foregoing description of the Transition Agreement is qualified in its entirety by reference to a copy of the Transition Agreement which is hereby incorporated herein by reference.

(b) Insider Trading Arrangements and Policies.

During the three months ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

During the three months ended December 31, 2025, the following of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement”, as each term is defined in Item 408(a) of Regulation S-K.

None of our other directors or officers adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” during this period, other than as set forth below.

On December 2, 2025 , Dr.

Joshua Ofman , President of the Company, modified a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (as modified, the “2026 Ofman Trading Arrangement”).

The 2026 Ofman Trading Arrangement modifies the 2025 Ofman Trading Arrangement, as defined in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and provides for the sale of up to 86,452 shares of common stock, subject to price limitations, until February 20, 2027 .

On December 11, 2025 , Mr.

Aaron Freidin , Chief Financial Officer of the Company, modified a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) (as modified, the “2026 Freidin Trading Arrangement”).

The 2026 Freidin Trading Arrangement modifies the 2025 Freidin Trading Arrangement, as defined in our Quarterly Report on Form 10-Q for the three months ended March 31, 2025, and provides for the sale of up to 21,000 shares of common stock, subject to price limitations, until March 19, 2027 .

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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The following table presents information concerning our board of directors.

William (Bill) Chase 57 Director

William Chase 58 Director

Sarah Krevans 67 Director

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The following are brief biographies describing the backgrounds of our directors.

William (Bill) Chase has served as a member of our Board since June 2024.

William Chase has served as a member of our Board since June 2024.

Chase most recently served for 7 years in roles as Executive Vice President, Finance and Administration and Executive Vice President and Chief Financial Officer at AbbVie Inc.

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Krevans has served as a Board Member for The Acacium Group since 2021 and is the Chair for CaringBridge, where she has served as a director since 2022.

She has also served on Boards of many not-for-profit organizations and served as Chair of the California Hospital Association in 2022 and as a director from 2016 until 2022.

She also serves as an Advisory Board Member for Alignment Health Plan.

Krevans served on Boards of many not-for-profit organizations and served as Chair of the California Hospital Association in 2022 and as a director from 2016 until 2022.

Krevans earned master’s degrees in business administration and in public health from the University of California, Berkeley, and a bachelor’s degree from Boston University.

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and previous to that held several key human resources management roles at companies across the energy, defense, manufacturing, communications and technology sectors.

He currently serves on the boards of Allegion Plc., a publicly-traded security products company, since February 2020, and Group 1 Automotive, Inc., a publicly-traded

automotive retailer since March 2021, and has earned a Directorship Certification ® from the National Association of Corporate Directors.

He currently serves on the boards of Allegion Plc., a

publicly-traded security products company, since February 2020, and Group 1 Automotive, Inc., a publicly-traded automotive retailer since March 2021, and has earned a Directorship Certification ® from the National Association of Corporate Directors.

Mizell holds a B.S.

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Mizell is qualified to serve as a member of our board of directors because of his extensive experience in risk management, human capital management and leadership.

Gregory (Greg) Summe has served as Chair of our Board since June 2024.

Gregory Summe has served as Chair of our Board since June 2024.

Summe is the Founder of investment fund Glen Capital Partners LLC and has served as the Managing Partner since June 2014.

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Previously, he was the General Manager of General Electric Commercial Motors and a Partner at McKinsey and Company.

He currently serves on the boards of NXP Semiconductors N.V., a publicly-traded semiconductor company, since December 2015, State Street Corporation, a publicly-traded financial services company, since 2001, Avantor, Inc., a publicly-traded Life Sciences company, since May 2020, Wheels Up, a publicly traded private aviation company since September 2024 and is a Senior Advisor at Star Mountain Capital, LLC.

Summe previously served on the board of Virgin Orbit Holdings, Inc., a publicly-traded space launch services company, from January 2022 until August 2023, and on the boards of NextGen Acquisition Corp I & II from July 2020 until December 2021.

He currently serves on the boards of NXP Semiconductors N.V., a publicly-traded semiconductor company, since December 2015, Avantor, Inc., a publicly-traded Life Sciences company, since May 2020 and is the chairman, Wheels Up, a publicly traded private aviation company since September 2024 and is a Senior Advisor at Star Mountain Capital, LLC.

Summe previously served on the boards of State Street Corp., a publicly traded financial services company from 2001 until May 2025, Virgin Orbit Holdings, Inc., a publicly-traded space launch services company, from January 2022 until August 2023, and NextGen Acquisition Corp I & II from July 2020 until December 2021.

Summe holds a B.S.

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Aaron Freidin 47 Chief Financial Officer

Josh Ofman 60 President

Joshua Ofman 61 President

The following are brief biographies describing the backgrounds of our executive officers.

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Before this, Mr.

Freidin led the SEC Reporting and Revenue functions at Cepheid, and managed multinational and cross-functional client service teams at PricewaterhouseCoopers LLP.

Freidin led the SEC Reporting and Revenue functions at Cepheid, and managed multinational and cross-functional client service teams at

PricewaterhouseCoopers LLP.

Freidin has over 24 years of finance and accounting experience.

a Certified Public Accountant (Inactive) and holds a B.A.

Freidin is a Certified Public Accountant (Inactive) and holds a B.A.

in business management from the University of California, Santa Cruz.

Josh Ofman , M.D., MSHS, has served as our President since June 2021 and previously served as our Chief Medical Officer from November 2021 until June 2022, as our Chief Medical Officer and Head of External Affairs from June 2020 until August 2021, and as Chief of Corporate Strategy and External Affairs from June 2019 until January 2020.

Ofman has served on the Board of Directors of Cell BT, Inc., a privately-held immunotherapy company focused on the discovery and development of innovative cancer therapeutics, since July 2019.

Previously, Mr.

Joshua Ofman , M.D., MSHS, has served as our President since June 2021 and previously served as our Chief Medical Officer from November 2021 until June 2022, as our Chief Medical Officer and Head of External Affairs from June 2020 until August 2021, and as Chief of Corporate Strategy and External Affairs from June 2019 until January 2020.

Ofman has previously served on the Board of Directors of two privately held biotechnology companies.

Previously, Dr.

Ofman spent more than 15 years at Amgen, where he most recently held the role of Senior Vice President, Global Value, Access and Policy.

Prior to that, Mr.

Prior to that, Dr.

Ofman was a faculty member in the Department of Medicine and Health Services Research at University of California, Los Angeles (“UCLA”) School of Medicine, Cedars-Sinai Medical Center, as well as Senior Vice President of Zynx Health Inc.

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4.1 Description of Securities

10-K 001-42045 4.1 3/5/25

4.2 Form of Pre-Funded Warrant to Purchase Common Stock

8-K 001-42045 4.1 10/20/25

4.3 F orm of Indenture

333-291503 4.2 11/13/25

10.1 Tax Matters Agreement between GRAIL, LLC and Illumina, Inc.

30 unchanged sentences

10-12B/A 001-42045 10.14 5/29/24

10.15# Letter Agreement, between GRAIL, Inc.

and Aaron Freidin, dated July 5, 2018

10-12B/A 001-42045 10.15 5/29/24

10.16# Employment Offer Letter, between GRAIL, Inc.

and Josh Ofman, dated May 13, 2019

10-12B/A 001-42045 10.16 5/29/24

10.15# Transition, Separation and Release Agreement, between GRAIL, Inc.

and Robert Ragusa, dated March 11, 2026

10.16# Form of Amended Offer Letter ,

001-42045 10.1 5/16/25

10.17† License Agreement by and between The Chinese University of Hong Kong and Cirina Limited (No.

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10-12B/A 001-42045 10.24 5/29/24

10.25# GRAIL, Inc.

Non-Employee Director Compensation Program

8-K 001-42045 10.3 7/2/24

10.26 Lease, dated September 11, 2025, by and between GRAIL, Inc.

and Sunnyvale Office Acquisition, LLC

10.27 Stock Purchase Agreement, dated as of October 16, 2025, by and among GRAIL, Inc., Samsung C&T Corporation, Samsung Electronics Singapore Pte., Ltd.

and Samsung Electronics Co., Ltd.

8-K 001-42045 10.1 10/16/25

10.28 Securities Purchase Agreement, dated as of October 18, 2025, by and among GRAIL, Inc.

and the Investors named therein

8-K 001-42045 10.1 10/20/25

10.29 Registration Rights Agreement, dated as of October 18, 2025, by and among GRAIL, Inc.

and the Investors named therein

8-K 001-42045 10.2 10/20/25

10.30 Equity Distribution Agreement, dated as of November 14, 2025, by and among GRAIL, Inc., Morgan Stanley & Co.

LLC and TD Securities (USA) LLC.

001-42045 10.1

19.1 Insider Trading Policy

10-K 001-42045 19.1 3/5/25

21.1 List of subsidiaries of GRAIL, Inc.

10-12B/A 001-42045 21.1 5/6/24

23.1 Consent of Independent Registere d Public Accounting Firm

001-42045 21.1 5/6/24

23.1 Consent of Independent Registered Public Accounting Firm

31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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97.1 Policy for Recovery of Erroneously Awarded Compensation

10-K 001-42045 97.1 3/5/2025

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated

Name Title Date

/s/ Robert Ragusa

Chief Executive Officer and Director (Principal Executive Officer)

/s/ Robert Ragusa Chief Executive Officer and Director (Principal Executive Officer)

March 12, 2026

Robert Ragusa

/s/ Aaron Freidin

Chief Financial Officer

/s/ Aaron Freidin Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

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Aaron Freidin

/s/ William Chase

/s/ William Chase Director

March 12, 2026

William Chase

/s/ Steven Mizell

Director March 5, 2025

/s/ Steven Mizell Director March 12, 2026

Steven Mizell

/s/ Sarah Krevans

Director March 5, 2025

/s/ Sarah Krevans Director March 12, 2026

Sarah Krevans

/s/ Gregory Summe

Director and Chairperson of the Board

/s/ Gregory Summe Director and Chairperson of the Board

March 12, 2026

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

What changed 10-K

Item 9A. Controls and Procedures