01—Abstract
Summary
Summary of the 8-K filed November 7, 2025. Cited figures are marked; the original filing is the authoritative source.
On November 7, 2025, Guardant Health closed two concurrent capital raises that together bring in roughly $717 milliona in net proceeds.
The first is a public offering of 3,833,332 common shares at $90.00b per share, including the full 499,999-share underwriter option. Net proceeds were about $327.2 million. The second is a private offering of $402.5 million of 0% convertible senior notes due May 15, 2033, including the full $52.5 million option.
Net proceeds were about $390.0 millionc. The company says the proceeds will fund general corporate purposes, which may include repurchasing a portion of its 0% convertible senior notes due 2027. The convertible notes carry an initial conversion price of about $121.50 per share, a 35% premium to the $90.00 offering price.
Holders can convert before February 15, 2033 only under specified conditions, including a share-price test and the company's call or certain corporate events. From February 15, 2033, conversion is unrestricted. Guardant may not call the notes before November 20, 2029, and any call requires the stock to trade above 130%d of the conversion price.
Settlement can be in cash, shares, or a mix, at the company's election. The indenture includes customary events of default, including a $100.0 million cross-acceleration threshold. For investors, the key trade-off is dilution and balance-sheet management.
The equity raise adds about 3.8 million shares now, and the notes could add up to about 4.47 million more shares on conversion, though cash settlement would avoid that issuance. The 0% coupon keeps near-term interest cost low.
The company is also using the new capital to address its 2027 notes, so the net effect on leverage depends on how much of those notes it actually repurchases. The filing does not state the company's share count or current cash position, so the dilution percentage and liquidity impact cannot be fully quantified from this document alone.
02—Key points
Key Highlights
- Common stock offering: 3,833,332 shares priced at $90.00 including the full underwriter option, with about $327.2 million in net proceeds, closed November 7, 2025.
- Convertible notes offering: $402.5 million of 0% convertible senior notes due 2033, including the full $52.5 million option, with about $390.0 million in net proceeds.
- Conversion terms: initial rate of 8.2305 shares per $1,000 principal, a conversion price of about $121.50 (a 35% premium to the offering price), and a maximum of 4,472,217 shares at the 11.1111 maximum rate.
- Call protection: no optional redemption before November 20, 2029, and redemption requires the stock to exceed 130% of the conversion price, which protects noteholders' conversion value.
- Use of proceeds: general corporate purposes, potentially including repurchases of the 0% convertible senior notes due 2027, with no assurance any repurchase will occur.
- Liquidity and dilution: the common offering dilutes shareholders immediately, and conversion could add up to about 4.47 million shares, though the company may settle in cash or a mix.
- Both offerings were upsized from $250.0 million (equity) and $300.0 million (notes), which signals strong investor demand at the time of pricing.
03—Questions
Frequently Asked Questions
How much capital did Guardant Health raise, and what are the net proceeds?
The company raised about $327.2 million net from the common stock offering and about $390.0 million net from the convertible notes offering, for roughly $717 million in combined net proceeds. Both figures include the full exercise of the underwriters' and initial purchasers' options.
How much dilution should shareholders expect?
The common stock offering issued 3,833,332 new shares. The notes can convert into a maximum of about 4,472,217 shares at the maximum conversion rate. Actual conversion dilution depends on the share price and on whether the company settles in cash, shares, or a combination. The filing does not state total shares outstanding, so the percentage dilution cannot be calculated here.
What is the cost of the convertible notes, and when can holders convert?
The notes do not bear regular interest and do not accrete, so the coupon is 0%, though special or additional interest may apply in certain circumstances. Holders can convert before February 15, 2033 only under specified conditions, such as the stock trading above 130% of the conversion price for 20 of 30 trading days in the prior quarter, or after a trigger event. From February 15, 2033 until two trading days before maturity, holders can convert at any time.
Can Guardant force conversion or redeem the notes early?
Not before November 20, 2029. After that date, the company may redeem all or part of the notes for cash at par plus accrued interest, but only if the stock has exceeded 130% of the conversion price over a specified period. A partial redemption requires at least $75.0 million of notes to remain outstanding and not be subject to redemption. Calling a note also triggers make-whole conversion rate increases in certain cases.
What do the proceeds mean for the company's existing 2027 convertible notes?
The company says it may use part of the proceeds to repurchase some of its 0% convertible senior notes due 2027, depending on market conditions. The press releases note there is no assurance any repurchase will happen, and the equity offering is not contingent on such repurchases. The filing does not disclose how much of the 2027 notes would be repurchased or at what price.
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