Bell Michael Brian 4

What Happened

• Michael Brian Bell, Chief Financial Officer of Guardant Health (GH), had restricted stock units convert/vest on July 1, 2026, resulting in 7,278 shares issued to him (three separate RSU installments). The filing shows a tax-withholding disposition of 3,914 shares at $170.77 per share, totaling $668,394, leaving a net 3,364 shares delivered to Bell. The conversion entries are reported under Form 4 codes for exercise/conversion of derivatives (M) and tax withholding (F).

Key Details

• Transaction date: July 1, 2026; Form 4 filed July 2, 2026 (timely).
• Shares issued (from conversion/vesting): 7,278 total (2,084 + 3,324 + 1,870).
• Shares withheld to cover taxes: 3,914 at $170.77/share = $668,394 (reported as "disposed" for withholding).
• Net shares retained by insider after withholding: 3,364.
• Footnotes: F1 confirms shares were retained by the company solely to satisfy tax withholding (not in excess of liability). F2, F4, F5 indicate these shares arose from RSU awards granted on Dec 13, 2023; Nov 8, 2024; and Mar 12, 2025 with multi-year vesting schedules. F3 is not applicable.
• Shares owned after transaction: not specified in the filing.
• Transaction codes: M = exercise/conversion of derivative (here conversion of RSUs at $0.00 per share); F = shares retained/withheld for tax payment.

Context

• This was not an open-market sale or purchase: it reflects RSU vesting/conversion and routine company withholding to cover tax obligations (a common administratively required disposition). Such withholding does not necessarily indicate selling for liquidity or a change in insider sentiment.