On November 11, 2026 Guardant Health, Inc. ("Guardant Health") (Nasdaq: GH), a leading precision oncology company, reported its intention to offer $500.0 million aggregate principal amount of convertible senior notes due 2032 (the "notes") in a private offering (the "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 intends 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 $50.0 million aggregate principal amount of notes. The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.
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The notes will be senior, unsecured obligations of Guardant Health, will accrue interest payable semi-annually in arrears and will mature on May 15, 2032, 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.
Except as described in the second succeeding sentence with respect to a cleanup redemption, the notes will not be redeemable at Guardant Health’s election at any time 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. 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. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.
Guardant Health expects to use a portion of the net proceeds to repurchase for cash a portion of its 0% convertible senior notes due 2027 (the "2027 notes") in the note repurchase transactions described below. In addition, Guardant Health intends to use a portion of the net proceeds to fund the cost of entering into the capped call transactions described below. Guardant Health intends to use the remainder of the net proceeds, if any, for general corporate purposes. General corporate purposes may include the acquisition of complementary products, technologies, intellectual property or businesses as part of Guardant Health’s growth strategy; 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 a portion of the additional net proceeds from the sale of the additional notes to fund the cost of entering into additional capped call transactions as 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. There can be no assurances that Guardant Health will repurchase any 2027 notes.
In connection with the pricing of the notes, Guardant Health intends to enter into privately negotiated capped call transactions with one or more of the initial purchasers and/or their respective affiliates and/or other financial institutions (the "option counterparties"). The capped call transactions will 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’s common stock upon conversion of the notes or at Guardant Health’s 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.
Guardant Health expects to use a portion of the net proceeds to repurchase for cash a portion of the 2027 notes in privately negotiated transactions (each, a "note repurchase transaction") entered into concurrently with the pricing of the offering through one of the initial purchasers or its affiliate, as Guardant Health’s agent. The terms of each note repurchase transaction will depend on a variety of factors, including the market price of Guardant Health’s common stock and the trading price of the 2027 notes at the time of such note repurchase transactions. No assurance can be given as to how much, if any, of the 2027 notes will be repurchased or the terms on which they will be repurchased.
Guardant 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’s common stock and/or enter into various derivative transactions with respect to Guardant Health’s 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 agree to have their 2027 notes repurchased and who have hedged their equity price risk with respect to such 2027 notes (the "hedged holders") will, concurrently with, or shortly after, the pricing of the notes or during any agreed measurement period, unwind all or part of their hedge positions by buying Guardant Health’s common stock and/or entering into or unwinding various derivative transactions with respect to Guardant Health’s common stock. The amount of Guardant Health’s 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’s 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’s common stock, including concurrently with the pricing of the notes, resulting 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’s common stock.
In 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’s common stock and/or purchasing or selling Guardant Health’s 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’s common stock or the notes, which could affect a noteholder’s 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.
In 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’s common stock, which could adversely affect the value of Guardant Health’s common stock and, if the notes have been issued, the value of the notes.
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.
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 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.
(Press release, Guardant Health, NOV 11, 2026, View Source [SID1234674621])