Guardant Health, Inc. ("Guardant Health") (NASDAQ:GH), a leading precision oncology company, today announced its intention to offer $300.0 million aggregate principal amount of convertible senior notes due 2033 (the "notes") in a private offering (the "convertible notes offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). Guardant Health also expects to grant 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 $45.0 million aggregate principal amount of notes. The convertible notes offering is subject to market and other conditions, and there can be no assurance as to whether or when the convertible notes offering may be completed, or as to the actual size or terms of the convertible notes offering.

The notes will be senior, unsecured obligations of Guardant Health, will accrue interest payable semi-annually in arrears and will mature on May 15, 2033, unless earlier converted, redeemed or repurchased by Guardant Health. Noteholders will have the right to convert all or any portion of their notes in certain circumstances and during specified periods. 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's election.

The notes will not be redeemable at Guardant Health's election before November 20, 2029. The notes will be redeemable, in whole or in part, for cash at Guardant Health's 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's common stock exceeds 130% of the conversion price for a specified period of time. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the convertible notes offering.

Guardant Health intends to use the net proceeds from the convertible notes offering, together with the net proceeds from Guardant Health's concurrent common stock offering (as defined below), if consummated, for general corporate purposes, which may include, depending on market conditions, repurchasing a portion of Guardant Health's 0% convertible senior notes due 2027 (the "2027 notes"). General corporate purposes may also include the acquisition of complementary products, technologies, intellectual property or businesses; however, Guardant Health currently does not have any agreements or commitments to complete any such transactions. If the initial purchasers exercise their option to purchase additional notes, then Guardant Health intends to use the net proceeds from the sale of the additional notes for general corporate purposes as described above. This press release is not an offer to repurchase any 2027 notes and the convertible notes offering is not contingent upon the repurchase of any 2027 notes. There can be no assurances that Guardant Health will repurchase any 2027 notes.

In a separate press release and concurrently with the convertible notes offering, Guardant Health also announced today its intent, subject to market and other conditions, to offer $250.0 million of shares of its common stock in an underwritten public offering (the "concurrent common stock offering" and, together with the convertible notes offering, the "offerings"). Guardant Health also intends to grant to the underwriters in the concurrent common stock offering a 30-day option to purchase up to an additional $37.5 million of shares of its common stock. The completion of the convertible notes offering is not contingent on the completion of the concurrent common stock offering, and the completion of the concurrent common stock offering is not contingent on the completion of the convertible notes offering.

The offer and sale of the notes and any shares of common stock potentially 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.

This press release is not an offer to sell nor a solicitation of an offer to buy any of the securities being offered in the offerings 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.

About Guardant Health

Guardant 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.

Forward Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws, including statements regarding the proposed terms of the notes, the completion, timing and size of the proposed offerings, the grant to the initial purchasers in the convertible notes offering of the option to purchase additional notes, the grant to the underwriters in the concurrent common stock offering of the option to purchase additional shares and the anticipated use of proceeds from the offerings, including any potential repurchases of the 2027 notes, 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's 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 "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operation" and elsewhere in its Annual Report on Form 10-K for the year ended December 31, 2024, its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2025, June 30, 2025 and September 30, 2025 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's views as of any date subsequent to the date of this press release.

Source: Guardant Health, Inc.

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Investor Contact:

Zarak Khurshid

investors@guardanthealth.com

Media Contact:

Meaghan Smith

press@guardanthealth.com

Guardant Health Announces Proposed $300.0 Million Offering of Convertible Senior Notes Due 2033