Item 5. Other Information
Item 5. Other Information
(a) None.
(b) None.
(c) Rule 10b5-1 Trading Plans
During the quarter ended March 31, 2025 , the following of our directors and 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.
On March 13, 2025 , Aaron Freidin , our Chief Financial Officer, entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 64,000 shares of common stock until March 14, 2027 .
On March 13, 2025 , Joshua Ofman , our President , entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 100% of the net shares of common stock received by Mr. Ofman from his RSU award covering 92,269 shares of common stock until May 29, 2026 .
On March 13, 2025 , Sarah Krevans , a member of the Board of Directors , entered into a Rule 10b5-1 trading arrangement intended to satisfy the affirmative defense of Rule 10b5-1(c) for the sale of up to 6,210 shares of common stock until June 19, 2026 .
44
Item 6. Exhibits
The following documents are filed as exhibits hereto:
Exhibit Number Exhibit Description Incorporated by Reference Filed Herewith
Form Date Number
2.1 Separation and Distribution Agreement, dated June 21, 2024, between Illumina, Inc. and GRAIL, Inc.
8-K 6/24/24 2.1
3.1 Certificate of Incorporation of GRAIL, Inc. , dated June 21, 2024
S-8 6/21/24 4.1
3.2 Amended and Restated Bylaws of GRAIL, Inc. , dated June 21, 2024
S-8 6/21/24 4.2
3.3 Certificate of Conversion
8-K 6/24/24 3.3
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.
*
31.2 Certification of Principal Financial 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.
*
32.1+ Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
32.2+ Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
**
101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document ***
101.SCH Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents ***
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
***
101.DEF
Inline XBRL Extension Definition Linkbase Document
***
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
***
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document ***
104 Cover Page Interactive Data File (embedded within the Inline XBRL document) ***
_________
+ This certification accompanies the Quarterly Report on Form 10-Q pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
* Filed herewith
** Furnished herewith
*** Submitted electronically herewith
45
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GRAIL, Inc.
Date:
May 14, 2025 By:
/s/ Robert Ragusa
Robert Ragusa
Chief Executive Officer
(Principal Executive Officer)
Date: May 14, 2025 By:
/s/ Aaron Freidin
Aaron Freidin
Chief Financial Officer
(Principal Financial Officer)
46
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.