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(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the fiscal year endedDecember31, 2024OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934For the transition period fromtoCommission File Number:001-38683_____________________ GUARDANT HEALTH, INC. (Exact Name of Registrant as Specified in its Charter)_____________________ 3100 Hanover StreetPalo Alto,California94304(Address of principal executive offices) (Zip Code)Registrant’s telephone number, including area code: (855)698-8887 Securities registered pursuant to Section12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock, par value $0.00001GHThe Nasdaq Global Select Market Securities registered pursuant to Section12(g)of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the ExchangeAct.Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large Accelerated Filer☒Non-accelerated Filer☐Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicateby check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the ExchangeAct).Yes☐No☒ The aggregate market value of the voting and non‑voting common equity held by non‑affiliates of the registrant, as of the last businessday of the registrant’s most recently completed second fiscal quarter was approximately $3.4billion (based on the closing price of theregistrant’s common stock on the Nasdaq Global Select Market on June30, 2024 of $28.88 per share). As of February14, 2025, the registrant had123,421,441shares of common stock, $0.00001 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s definitive proxy statement relating to its annual meeting of stockholders to be held in2025, or the 2025Annual Meeting, to be filed with the Securities and Exchange Commission, or the SEC, within 120 days after the end of the fiscal yearto which this Annual Report on Form 10-K relates, are incorporated herein by reference where indicated. Except with respect toinformation specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filedas part hereof. GUARDANT HEALTH, INC.FORM 10-K For the Fiscal Year Ended December31, 2024 TABLE OF CONTENTS PageItem 1.Business2Item 1A.Risk Factors26Item 1B.Unresolved Staff Comments73Item 1C.Cybersecurity73Item 2.Properties74Item 3.Legal Proceedings74Item 4.Mine Safety Disclosures74 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities74Item 6.[Reserved]75Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations76Item 7A.Quantitative and