8-KMaterial AgreementsFinancial EventsSecurities & Listing+2

Guardant Health, Inc. 8-K Report, Material Agreement (Nov 7, 2025)

Filed November 7, 2025For Securities:GH

Summary

Guardant Health, Inc. (GH) has announced the successful completion of two significant financing transactions: a public offering of common stock and a private offering of convertible senior notes, both of which closed on November 7, 2025. The common stock offering raised approximately $327.2 million in net proceeds after deducting underwriting discounts and expenses, involving the sale of 3,833,332 shares at $90.00 per share. Concurrently, the company raised approximately $390.0 million in net proceeds from the sale of $402.5 million aggregate principal amount of 0.00% Convertible Senior Notes due 2033. These combined financings, totaling over $717 million in net proceeds, are intended for general corporate purposes. A key stated use of these funds, depending on market conditions, is the potential repurchase of a portion of the Company's existing 0% convertible senior notes due 2027. The increased sizes of both offerings indicate strong investor demand and provide Guardant Health with substantial capital to support its ongoing operations and strategic initiatives.

Key Highlights

  • 1Completed a public offering of 3,833,332 shares of common stock at $90.00 per share, raising approximately $327.2 million in net proceeds.
  • 2Successfully increased the size of the common stock offering from the previously announced $250.0 million to accommodate strong demand.
  • 3Completed a private offering of $402.5 million aggregate principal amount of 0.00% Convertible Senior Notes due 2033, raising approximately $390.0 million in net proceeds.
  • 4Increased the size of the convertible notes offering from $300.0 million to $402.5 million, reflecting robust investor interest.
  • 5The net proceeds from both offerings will be used for general corporate purposes, with a potential allocation towards repurchasing existing 2027 convertible notes.
  • 6The convertible notes are unsecured, mature in May 2033, and have an initial conversion price of approximately $121.50 per share, representing a ~35% premium over the common stock offering price.
  • 7The company utilized its shelf registration statement on Form S-3 for the common stock offering and relied on Section 4(a)(2) and Rule 144A for the convertible notes offering.

Frequently Asked Questions

Guardant Health raised approximately $327.2 million in net proceeds from the common stock offering and approximately $390.0 million in net proceeds from the convertible notes offering, resulting in a combined total of approximately $717.2 million in net proceeds.

The net proceeds from both the common stock offering and the convertible notes offering are intended for general corporate purposes. Depending on market conditions, a portion of these funds may be used to repurchase some of the Company's outstanding 0% convertible senior notes due 2027.

The 0.00% Convertible Senior Notes due 2033 have an aggregate principal amount of $402.5 million, mature on May 15, 2033, and are general unsecured obligations. They do not bear regular interest, but special and additional interest may accrue under certain circumstances. The notes are convertible under specific conditions, including if the stock price exceeds 130% of the conversion price for certain periods, or at the holder's option after February 15, 2033. The initial conversion rate is 8.2305 shares per $1,000 principal amount, translating to an initial conversion price of approximately $121.50 per share, which is about a 35% premium to the common stock offering price.

Yes, both offerings were increased in size. The common stock offering was expanded from a previously announced $250.0 million to include the exercise of the underwriters' option, and the convertible notes offering was increased from $300.0 million to $402.5 million in aggregate principal amount.