Guardant Health Inc美股招股说明书(2025-11-06版)

Common Stock We are offering 3,333,333 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol “GH.” The last reported sale price of our common stock on theNasdaq Global Select Market on November4, 2025 was $98.14. Concurrently with this offering of shares of our common stock, we are offering 0% Convertible Senior Notes due 2033 (the “notes”) in theaggregate principal amount of $350.0million (or $402.5million if the initial purchasers of the notes in such offering exercise their option to purchaseadditional notes in full) to persons reasonably believed to be qualified institutional buyers (“QIBs”) in an offering exempt from registration under theSecurities Act of 1933, as amended (the “Securities Act”) pursuant to a separate offering memorandum (the “concurrent convertible notes offering”).Neither the completion of this offering nor the completion of the concurrent convertible notes offering is contingent upon the completion of the other, so itis possible that this offering occurs but the concurrent convertible notes offering does not occur, and vice versa, or neither occurs, or either offering resultsin lower net proceeds than we currently estimate. We cannot assure you that the concurrent convertible notes offering will be completed on the termsdescribed herein, or at all. This prospectus supplement and the accompanying prospectus are not an offer to sell or a solicitation of an offer to buy anysecurities being offered in the concurrent convertible notes offering. See “Description of Concurrent Convertible Notes Offering” for a summary of theterms of the notes and a further description of the concurrent convertible notes offering. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page S-8 of this prospectus supplement and in thedocuments that are incorporated by reference into this prospectus supplement and the accompanying prospectus to read about factors you shouldconsider before deciding to invest in shares of our common stock. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securitiesor passed upon the adequacy or accuracy of this prospectus supplement. Any representation to the contrary is a criminal offense. Public offering price We intend to grant the underwriters an option for a period of 30 days to purchase up to an additional 499,999shares of our common stock, at thepublic offering price, less the underwriting discounts and commissions. We expect to deliver the shares of common stock to investors in book-entry form through the facilities of The Depository Trust Company on orabout November7, 2025, which will be the second trading day following the initial trade date for the shares offered pursuant to this prospectussupplement (this settlement cycle being referred to as “T+2”). Under Rule15c6-1 under the Exchange Act, trades in the secondary market generally arerequired to settle in one trading day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the sharesof common stock being offered hereby prior to the trading day preceding the settlement date will be required, by virtue of the fact that the shares initiallywill settle T+2, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the shares who wish totrade the shares prior to the trading day preceding the settlement date should consult their own advisors. GoldmanSachs&Co.LLC GuggenheimSecurities LeerinkPartners Table of Contents TABLE OF CONTENTS PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARYRISK FACTORSCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDIVIDEND POLICYDESCRIPTION OF CONCURRENT CONVERTIBLE NOTES OFFERINGDILUTIONMATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TONON-U.S.HOLDERSUNDERWRITINGLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE PROSPECTUSABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCETHE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF OTHER SECURITIESGLOBAL SECURITIESSELLING SECURITYHOLDERSPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Table of Contents ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offeringand also supplements and updates information contained in the accompanying prospectus and the documents incorporated by referenceinto this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus, which providesmore general information, some of which may not apply to this offering. If the information contained in this prospectus supplement differsor varies from the information contained in the