Guardant Health Awards Co-CEOs Long-Term Performance-Based Stock Units Tied to Relative TSR

Executive Summary

On November 2, 2026, the independent members of the Board of Directors of Guardant Health, Inc. approved the grant of performance-based restricted stock units (PSUs) under the company's 2018 Incentive Award Plan to founders and Co-CEOs Helmy Eltoukhy and AmirAli Talasaz. Each executive was granted 465,413 target PSUs (930,826 in aggregate), designed to link multi-year compensation directly to shareholder value creation.

Award Structure and Performance Conditions

The awards are 100% performance-contingent and evaluate the company's relative Total Shareholder Return (TSR) against the S&P 500 Index constituents:

• 3-Year Performance Period (25% of Target / 116,353 PSUs each): June 1, 2026 through May 31, 2029.
• 5-Year Performance Period (75% of Target / 349,060 PSUs each): June 1, 2026 through May 31, 2031.

Payout Scale

• < 40th Percentile: 0%
• 40th Percentile (Threshold): 50%
• 55th Percentile (Target): 100%
• 75th Percentile: 150%
• ≥ 90th Percentile (Maximum): 250%
• Payouts between the 40th and 90th percentiles follow straight-line linear interpolation.
• Absolute TSR Cap: If the company's absolute TSR over the applicable period is negative, payout is capped at 100% of target regardless of relative ranking.
• Carry-Forward Mechanism: If 3-year relative TSR falls below the 55th percentile, the unearned portion remains eligible to vest at the end of the 5-year period if 5-year relative TSR meets or exceeds the 75th percentile.

Post-Vesting Holding and Termination Terms

• Holding Period: Settled shares from the 3-Year PSUs are subject to a one-year lockup through May 31, 2030. For the 5-Year PSUs, 50% of net after-tax shares are subject to a six-month lockup through November 30, 2031.
• Qualifying Termination: Termination without cause or resignation for good reason triggers pro-rata vesting based on actual performance through the termination date.
• Death or Disability: Triggers target vesting.
• Change in Control: Deemed earned at the higher of target or actual performance through the transaction date, subject to proration if occurring on or before May 31, 2027.