\nGuardant Health, Inc. (\u201cGuardant Health\u201d) (Nasdaq: GH), a leading precision oncology company, today announced the pricing of its offering of $500 million aggregate principal amount of 0% convertible senior notes due 2032 (the \u201cnotes\u201d) in a private offering (the \u201coffering\u201d) to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the \u201cSecurities Act\u201d). The issuance and sale of the notes are scheduled to settle on November 16, 2026, subject to customary closing conditions. Guardant Health also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $50.0 million aggregate principal amount of notes.<\/p>\n
\nThe notes will be senior, unsecured obligations of Guardant Health. The notes will not bear regular interest, and the principal amount of the notes will not accrete. The notes will mature on May 15, 2032, unless earlier converted, redeemed or repurchased by Guardant Health. Before February 15, 2032, noteholders will have the right to convert all or any portion of their notes only in certain circumstances. From and after February 15, 2032 until the close of business on the second scheduled trading day immediately before the maturity date, noteholders may convert their notes at any time at their election. Guardant Health 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 Guardant Health\u2019s election. The initial conversion rate is 4.7858 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $208.95 per share of common stock, and will be subject to customary anti-dilution adjustments. The initial conversion price represents a premium of approximately 35.0% above the last reported sale price of $154.78 per share of Guardant Health\u2019s common stock on November 11, 2026.<\/p>\n
\nExcept as described in the second succeeding sentence with respect to a cleanup redemption, the notes will not be redeemable at Guardant Health\u2019s election at any time before November 20, 2029. The notes will be redeemable, in whole or in part, for cash at Guardant Health\u2019s option at any time, and from time to time, on a redemption date on or after November 20, 2029 and on or before the 25th scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of Guardant Health\u2019s common stock exceeds 130% of the conversion price for a specified period of time (each, a \u201cprovisional redemption\u201d). In addition, Guardant Health may redeem for cash all, but not less than all, of the notes at any time on or before the 25th scheduled trading day immediately before the maturity date if the aggregate principal amount of the notes outstanding at the time Guardant Health sends the related redemption notice is less than $50.0 million and the notes are freely tradable as of the date Guardant Health sends the related redemption notice (each, a \u201ccleanup redemption\u201d). The redemption price for any provisional redemption or cleanup redemption, as applicable, will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date.<\/p>\n
\nIf a \u201cfundamental change\u201d (as defined in the indenture for the notes) occurs, then, subject to limited exceptions, noteholders may require Guardant Health to repurchase their notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the applicable fundamental change repurchase date. In addition, following certain corporate events that occur prior to the maturity date of the notes or if Guardant Health delivers a notice of redemption, Guardant Health will, in certain circumstances, increase the conversion rate of the notes for a noteholder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called) for redemption during the related redemption period, as the case may be.<\/p>\n
\nGuardant Health estimates that the net proceeds from the offering will be approximately $489.3 million (or approximately $538.3 million if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers\u2019 discounts and commissions and estimated offering expenses. Assuming the initial purchasers exercise their option to purchase additional notes in full and the entry into the additional capped call transactions, Guardant Health expects to use approximately $501.7 million of the net proceeds to repurchase for cash approximately $395.2 aggregate principal amount of its 0% convertible senior notes due 2027 (the \u201c2027 notes\u201d) in the note repurchase transactions described below and Guardant Health intends to use the remaining net proceeds, plus cash on hand, to fund the $51.7 million cost of entering into the capped call transactions described below. This press release is not an offer to repurchase any 2027 notes and the offering is not contingent upon the repurchase of any 2027 notes.<\/p>\n
\nIn connection with the pricing of the notes, Guardant Health entered into privately negotiated capped call transactions with certain financial institutions (the \u201coption counterparties\u201d). The capped call transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the notes. The capped call transactions are expected generally to reduce potential dilution to Guardant Health\u2019s common stock upon conversion of the notes or at Guardant Health\u2019s election (subject to certain conditions) offset any cash payments Guardant Health is required to make in excess of the aggregate principal amount of converted notes, as the case may be, with such reduction or offset subject to a cap. The cap price of the capped call transactions is initially $309.5600, which represents a premium of 100.0% above the last reported sale price of Guardant Health\u2019s common stock of $154.78 per share on November 11, 2026, and is subject to certain adjustments under the terms of the capped call transactions.<\/p>\n
\nAssuming the initial purchasers exercise their option to purchase additional notes in full, Guardant Health expects to use approximately $501.7 million of the net proceeds to repurchase for cash approximately $395.2 aggregate principal amount of the 2027 notes in privately negotiated transactions (each, a \u201cnote repurchase transaction\u201d) entered into concurrently with the pricing of the offering through one of the initial purchasers or its affiliate, as Guardant Health\u2019s agent.<\/p>\n
\nGuardant Health has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Guardant Health\u2019s common stock and\/or enter into various derivative transactions with respect to Guardant Health\u2019s common stock concurrently with or shortly after the pricing of the notes. Further, in connection with any note repurchase transaction, Guardant Health expects that holders of the 2027 notes who agreed to have their 2027 notes repurchased and who have hedged their equity price risk with respect to such 2027 notes (the \u201chedged holders\u201d) will, concurrently with, or shortly after, the pricing of the notes, unwind all or part of their hedge positions by buying Guardant Health\u2019s common stock and\/or entering into or unwinding various derivative transactions with respect to Guardant Health\u2019s common stock. The amount of Guardant Health\u2019s common stock that may be purchased by the hedged holders or in connection with such derivative transactions may be substantial in relation to the historic average daily trading volume of Guardant Health\u2019s common stock. These activities by the option counterparties and the hedged holders could increase (or reduce the size of any decrease in) the market price of Guardant Health\u2019s common stock, including concurrently with the pricing of the notes, which could have resulted in a higher effective conversion price of the notes. Guardant Health cannot predict the magnitude of any such market activity or the overall effect it would have on the trading price of the notes or Guardant Health\u2019s common stock.<\/p>\n
\nIn addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Guardant Health\u2019s common stock and\/or purchasing or selling Guardant Health\u2019s common stock or other securities of Guardant Health in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so on each exercise date of the capped call transactions, which are expected to occur during the 25 trading day period beginning on the 26th scheduled trading day prior to the maturity date of the notes, or following any termination of any portion of the capped call transactions in connection with any repurchase, redemption or early conversion of the notes). This activity could also cause or avoid an increase or a decrease in the market price of Guardant Health\u2019s common stock or the notes, which could affect a noteholder\u2019s ability to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of the notes, it could affect the number of shares and value of the consideration that a noteholder will receive upon conversion of the notes.<\/p>\n
\nIn addition, if any such capped call transaction fails to become effective, whether or not the offering of the notes is completed, the option counterparty party thereto may unwind its hedge positions with respect to Guardant Health\u2019s common stock, which could adversely affect the value of Guardant Health\u2019s common stock and, if the notes have been issued, the value of the notes.<\/p>\n
\nThe notes sold in the offering were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.<\/p>\n
\nThis press release is not an offer to sell nor a solicitation of an offer to buy any of the securities being offered in the offering or any shares of common stock issuable upon conversion of the notes, nor shall it constitute an offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.<\/p>\n
About Guardant Health<\/b><\/p>\n
\nGuardant Health is a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer. Founded in 2012, Guardant is transforming patient care and accelerating new cancer therapies by providing critical insights into what drives disease through its advanced blood and tissue tests, real-world data and AI analytics. Guardant tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and treatment selection for patients with advanced cancer.<\/p>\n
Forward-Looking Statements<\/b><\/p>\n
\nThis press release contains forward-looking statements within the meaning of federal securities laws, including statements regarding the timing and completion of the offering on the anticipated terms, or at all, including statements concerning the expected closing of the offering of the notes, the capped call transactions, any note repurchase transactions, market conditions, statements regarding the expected net proceeds from the offering, the anticipated use of proceeds from the offering, including the note repurchase transactions, and the effects of entering into the capped call transactions described above and the actions of the option counterparties or their respective affiliates, and the potential impact of the foregoing or related transactions on dilution to holders of Guardant Health\u2019s common stock and the market price of Guardant Health\u2019s common stock, the trading price of the notes or the conversion price of the notes, each of which involve risks and uncertainties that could cause the actual results to differ materially from the anticipated results and expectations expressed in these forward-looking statements. These statements are based on current expectations, forecasts and assumptions, and actual outcomes and results could differ materially from these statements due to a number of factors. These and additional risks and uncertainties that could affect Guardant Health\u2019s financial and operating results and cause actual results to differ materially from those indicated by the forward-looking statements made in this press release include those discussed under the captions \u201cRisk Factors\u201d and \u201cManagement\u2019s Discussion and Analysis of Financial Condition and Results of Operation\u201d and elsewhere in its Annual Report on Form 10-K for the year ended December 31, 2025, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026, June 30, 2026 and September 30, 2026 and in its other reports filed with or furnished to the SEC thereafter. The forward-looking statements in this press release are based on information available to Guardant Health as of the date hereof, and Guardant Health disclaims any obligation to update any forward-looking statements provided to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, except as required by law. These forward-looking statements should not be relied upon as representing Guardant Health\u2019s views as of any date subsequent to the date of this press release.<\/p>\n
\nSource: Guardant Health, Inc.<\/p>\n
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View source version on businesswire.com: <\/span>https:\/\/www.businesswire.com\/news\/home\/20261111786767\/en\/<\/a><\/span><\/p>\n Contacts<\/b><\/p>\n Investor Contact<\/span>:
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<\/span><\/b>Zarak Khurshid
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investors@guardanthealth.com<\/a><\/p>\n