GRAIL Inc美股招股说明书(2025-11-14版)

Up to $300,000,000 GRAIL, Inc. Common Stock We have entered into an equity distribution agreement, or the Equity Distribution Agreement, with Morgan Stanley & Co. LLCand TD Securities (USA) LLC, or the Sales Agents, dated November 14, 2025, relating to the sale of shares of our common stockoffered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Equity DistributionAgreement, under this prospectus supplement and the accompanying prospectus, we may offer and sell shares of our common stock,$0.001 par value per share, having an aggregate offering price of up to $300,000,000 from time to time through or to the Sales Agents,acting as our agent or principal. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus will be made by anymethod permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, asamended, or the Securities Act, including by means of ordinary brokers’ transactions, directly on Nasdaq or to or through a marketmaker other than on an exchange at prevailing market prices, at prices related to prevailing market prices or at negotiated prices or byany other method permitted by law. The Sales Agents are not required to sell any specific amount, but will act as our sales agent usingcommercially reasonable efforts consistent with its normal trading and sales practices. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. The Sales Agents will be entitled to compensation at a commission rate of up to 3.0% of the gross sales price per share sold underthe Equity Distribution Agreement. See “Plan of Distribution” beginning on pageS-15for additional information regarding thecompensation to be paid to the Sales Agents. In connection with the sale of shares of our common stock on our behalf, the SalesAgents may be deemed to be “underwriters” within the meaning of the Securities Act and the compensation of the Sales Agents willbe deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification and contribution to the SalesAgents with respect to certain liabilities, including liabilities under the Securities Act. Our common stock is listed on the Nasdaq Global Select Market under the symbol “GRAL.” On November 13, 2025, the lastreported sale price of our common stock on the Nasdaq Global Select Market was $83.20 per share. Investing in our common stock involves risks. See the section titled “Risk Factors” beginning on pageS-4. The Securities and Exchange Commission and state securities regulators have not approved or disapproved these securities, ordetermined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary isa criminal offense. MORGAN STANLEY TD SECURITIES Prospectus Supplement dated November 14, 2025 TABLE OF CONTENTS Prospectus Supplement S-iiDILUTIONS-9S-1MATERIAL U.S. FEDERAL INCOME TAXCONSEQUENCES TO NON-U.S. HOLDERSS-11S-4PLANOF DISTRIBUTIONS-15S-6LEGAL MATTERSS-17S-7EXPERTSS-17S-8WHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCES-18 ABOUT THIS PROSPECTUS SUPPLEMENTPROSPECTUS SUPPLEMENT SUMMARY RISK FACTORS SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS USE OF PROCEEDSDIVIDEND POLICY Prospectus 1DESCRIPTION OF DEBT SECURITIES152DESCRIPTION OF OTHER SECURITIES233GLOBAL SECURITIES245SELLING SECURITYHOLDERS286PLAN OF DISTRIBUTION297LEGAL MATTERS308EXPERTS30 ABOUT THIS PROSPECTUS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS WHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCE THE COMPANYRISK FACTORSUSE OF PROCEEDSDESCRIPTION OF CAPITAL STOCK ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering ofcommon stock and also adds to and updates information contained in the accompanying prospectus and the documents incorporatedby reference into this prospectus supplement and the accompanying prospectus. The second part is the accompanying prospectus datedNovember 13, 2025, included in our registration statement on FormS-3 (File No. 333-291503), along with the documentsincorporated by reference therein, which provides more general information, some of which may not apply to this offering. Generally,when we refer to this prospectus, we are referring to both parts of this document combined. To the extent there is a conflict betweenthe information contained in this prospectus supplement, on the one hand, and the information contained in the accompanyingprospectus or in any document incorporated by reference that was filed with the Securities and Exchange Commission (the “SEC”)before the date of this prospectus supplement, on the other hand, you should rely on the information contained in this prospectussupplement. If any statement in one of these documents is incons