GUARDANT HEALTH, INC., 10-K filed on 2/20/2025
Annual Report
v3.25.0.1
Cover - USD ($)
$ in Billions
12 Months Ended
Dec. 31, 2024
Feb. 14, 2025
Jun. 30, 2024
Cover [Abstract]      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2024    
Current Fiscal Year End Date --12-31    
Document Transition Report false    
Entity File Number 001-38683    
Entity Registrant Name GUARDANT HEALTH, INC.    
Entity Incorporation, State or Country Code DE    
Entity Tax Identification Number 45-4139254    
Entity Address, Address Line One 3100 Hanover Street    
Entity Address, City or Town Palo Alto    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 94304    
City Area Code 855    
Local Phone Number 698-8887    
Title of 12(b) Security Common Stock, par value $0.00001    
Trading Symbol GH    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Entity Small Business false    
Entity Emerging Growth Company false    
ICFR Auditor Attestation Flag true    
Document Financial Statement Error Correction false    
Entity Shell Company false    
Entity Public Float     $ 3.4
Entity Common Stock, Shares Outstanding   123,421,441  
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement relating to its annual meeting of stockholders to be held in 2025, or the 2025 Annual Meeting, to be filed with the Securities and Exchange Commission, or the SEC, within 120 days after the end of the fiscal year to which this Annual Report on Form 10-K relates, are incorporated herein by reference where indicated. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filed as part hereof.
   
Amendment Flag false    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Entity Central Index Key 0001576280    
v3.25.0.1
Audit Information
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Audit Information [Abstract]    
Auditor Firm ID 34 42
Auditor Name Deloitte & Touche LLP Ernst & Young LLP
Auditor Location San Jose, California San Mateo, California
v3.25.0.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 525,540 $ 1,133,537
Short-term marketable debt securities 314,438 35,097
Accounts receivable, net 110,253 88,783
Inventory, net 71,083 61,948
Prepaid expenses and other current assets, net 33,800 27,741
Total current assets 1,055,114 1,347,106
Restricted cash 104,215 150
Property and equipment, net 136,813 145,096
Right-of-use assets, net 142,265 157,616
Intangible assets, net 6,760 8,979
Goodwill 3,290 3,290
Other assets, net 37,152 124,184
Total Assets 1,485,609 1,786,421
Current liabilities:    
Accounts payable 38,551 51,741
Accrued compensation 83,219 72,736
Accrued expenses 68,345 63,475
Deferred revenue 35,468 17,965
Total current liabilities 225,583 205,917
Convertible senior notes, net 1,142,547 1,139,966
Long-term operating lease liabilities 164,292 185,848
Other long-term liabilities 92,834 96,006
Total Liabilities 1,625,256 1,627,737
Commitments and contingencies
Stockholders’ equity (deficit):    
Preferred stock, par value of $0.00001 per share; 10,000,000 shares authorized, no shares issued and outstanding as of December 31, 2024 and 2023 0 0
Common stock, par value of $0.00001 per share; 350,000,000 shares authorized as of December 31, 2024 and 2023; 123,994,006 and 121,629,861 shares issued and outstanding as of December 31, 2024 and 2023, respectively 1 1
Additional paid-in capital 2,443,788 2,304,220
Accumulated other comprehensive loss (5,201) (3,675)
Accumulated deficit (2,578,235) (2,141,862)
Total Stockholders’ Equity (Deficit) (139,647) 158,684
Total Liabilities and Stockholders’ Equity (Deficit) $ 1,485,609 $ 1,786,421
v3.25.0.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Preferred stock, par value (in usd per share) $ 0.00001 $ 0.00001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in usd per share) $ 0.00001 $ 0.00001
Common stock, shares authorized (in shares) 350,000,000 350,000,000
Common stock, shares outstanding (in shares) 123,994,006 121,629,861
Common stock, shares issued (in shares) 123,994,006 121,629,861
v3.25.0.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Revenue:      
Precision oncology testing $ 687,936 $ 514,249 $ 392,049
Development services and other 51,080 49,699 57,489
Total revenue 739,016 563,948 449,538
Costs and operating expenses:      
Cost of precision oncology testing 260,581 205,528 148,199
Cost of development services and other 29,218 21,524 8,126
Research and development expense 347,753 367,194 373,807
Sales and marketing expense 364,935 295,227 299,828
General and administrative expense 180,123 155,800 163,956
Other operating expense 0 83,400 0
Total costs and operating expenses 1,182,610 1,128,673 993,916
Loss from operations (443,594) (564,725) (544,378)
Interest income 53,691 35,365 6,069
Interest expense (2,581) (2,578) (2,577)
Other income (expense), net (42,605) 53,174 (12,778)
Fair value adjustments of noncontrolling interest liability 0 0 (99,785)
Loss before provision for income taxes (435,089) (478,764) (653,449)
Provision for income taxes 1,284 685 1,139
Net loss $ (436,373) $ (479,449) $ (654,588)
Net loss per share, basic (in usd per share) $ (3.56) $ (4.28) $ (6.41)
Net loss per share, diluted (in usd per share) $ (3.56) $ (4.28) $ (6.41)
Weighted-average shares used in computing net loss per share, basic (in shares) 122,745 111,988 102,178
Weighted-average shares used in computing net loss per share, diluted (in shares) 122,745 111,988 102,178
v3.25.0.1
Consolidated Statements of Comprehensive Loss - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Statement of Comprehensive Income [Abstract]      
Net loss $ (436,373) $ (479,449) $ (654,588)
Other comprehensive income (loss), net of tax impact:      
Unrealized gain (loss) on available-for-sale securities 244 16,758 (13,158)
Foreign currency translation adjustments (1,770) (911) (1,600)
Other comprehensive (loss) income (1,526) 15,847 (14,758)
Comprehensive loss $ (437,899) $ (463,602) $ (669,346)
v3.25.0.1
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($)
$ in Thousands
Total
Common Stock 
Additional Paid-in Capital
Accumulated Other Comprehensive Loss
  Accumulated Deficit
Beginning balance (in shares) at Dec. 31, 2021   101,767,446      
Beginning balance at Dec. 31, 2021 $ 645,005 $ 1 $ 1,657,593 $ (4,764) $ (1,007,825)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock upon exercise of stock options (in shares) 228,311 228,311      
Issuance of common stock upon exercise of stock options $ 2,625   2,625    
Vesting of restricted stock units (in shares)   315,673      
Vesting of common stock exercised early 8   8    
Issuance of common stock under employee stock purchase plan (in shares)   307,953      
Issuance of common stock under employee stock purchase plan 9,316   9,316    
Employee taxes paid related to settlement of restricted stock units (7,878)   (7,878)    
Stock-based compensation 94,685   94,685    
Tender offer issued in connection with the Joint Venture Acquisition and acquisition related costs (14,235)   (14,235)    
Other comprehensive (loss) income (14,758)     (14,758)  
Net loss (654,588)       (654,588)
Ending balance (in shares) at Dec. 31, 2022   102,619,383      
Ending balance at Dec. 31, 2022 60,180 $ 1 1,742,114 (19,522) (1,662,413)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock upon follow-on offering, net of offering costs (in shares)   14,375,000      
Issuance of common stock upon follow-on offering, net of offering costs 381,369   381,369    
Issuance of common stock upon registered direct offering (in shares)   3,387,446      
Issuance of common stock upon registered direct offering $ 90,616   90,616    
Issuance of common stock upon exercise of stock options (in shares) 51,124 51,124      
Issuance of common stock upon exercise of stock options $ 405   405    
Vesting of restricted stock units (in shares)   732,038      
Issuance of common stock under employee stock purchase plan (in shares)   464,870      
Issuance of common stock under employee stock purchase plan 10,154   10,154    
Employee taxes paid related to settlement of restricted stock units (11,197)   (11,197)    
Stock-based compensation 90,759   90,759    
Other comprehensive (loss) income 15,847     15,847  
Net loss (479,449)       (479,449)
Ending balance (in shares) at Dec. 31, 2023   121,629,861      
Ending balance at Dec. 31, 2023 $ 158,684 $ 1 2,304,220 (3,675) (2,141,862)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Issuance of common stock upon exercise of stock options (in shares) 609,495 609,495      
Issuance of common stock upon exercise of stock options $ 3,119   3,119    
Vesting of restricted stock units (in shares)   1,176,892      
Issuance of common stock under employee stock purchase plan (in shares)   577,758      
Issuance of common stock under employee stock purchase plan 11,719   11,719    
Employee taxes paid related to settlement of restricted stock units (15,681)   (15,681)    
Stock-based compensation 140,411   140,411    
Other comprehensive (loss) income (1,526)     (1,526)  
Net loss (436,373)       (436,373)
Ending balance (in shares) at Dec. 31, 2024   123,994,006      
Ending balance at Dec. 31, 2024 $ (139,647) $ 1 $ 2,443,788 $ (5,201) $ (2,578,235)
v3.25.0.1
Consolidated Statements of Stockholders’ Equity (Deficit) (Parenthetical) - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
May 31, 2023
Dec. 31, 2023
Statement of Stockholders' Equity [Abstract]    
Adjustments to additional paid in capital, stock issued, issuance costs $ 21,100 $ 21,131
v3.25.0.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
OPERATING ACTIVITIES:      
Net loss $ (436,373) $ (479,449) $ (654,588)
Adjustments to reconcile net loss to net cash used in operating activities:      
Depreciation and amortization 42,387 42,881 35,962
Operating lease costs 31,133 29,699 28,585
Contingent consideration 1,010 110 4,305
Stock-based compensation 140,411 90,759 94,685
Amortization of debt issuance costs 2,581 2,575 2,569
Amortization of (discount) premium on marketable debt securities (6,774) (13,552) 4,595
Unrealized and realized losses (gains) on marketable equity securities 44,401 (79,710) 7,793
Impairment of non-marketable equity securities and other related assets 0 29,054 5,261
Fair value adjustments of noncontrolling interest liability 0 0 99,785
Other 2,228 (1,182) 21
Changes in operating assets and liabilities:      
Accounts receivable, net (21,389) 8,378 375
Inventory, net (9,135) (10,350) (20,926)
Prepaid expenses and other current assets, net (7,691) (4,332) 20,444
Other assets, net (2,375) 1,298 11,698
Accounts payable and accrued liabilities (2,820) 5,191 60,328
Other legal liabilities 0 83,400 0
Operating lease liabilities (36,115) (31,478) (20,228)
Deferred revenue 18,663 1,733 9,873
Net cash used in operating activities (239,858) (324,975) (309,463)
INVESTING ACTIVITIES:      
Purchases of marketable debt securities (307,323) (629,902) (303,757)
Maturities of marketable debt securities 35,000 1,494,700 555,000
Sales of marketable equity securities and other related assets 53,600 1,531 0
Purchases of non-marketable equity securities and other related assets (7,500) (5,593) (23,966)
Purchases of property and equipment (35,085) (20,486) (77,461)
Net cash (used in) provided by investing activities (261,308) 840,250 149,816
FINANCING ACTIVITIES:      
Proceeds from issuance of common stock under employee stock purchase plan 11,719 10,154 9,316
Proceeds from issuance of common stock upon exercise of stock options 3,119 405 2,625
Employee taxes paid related to settlement of restricted stock units (15,681) (11,197) (7,878)
Proceeds from equity offerings 0 493,116 0
Payment of equity offering costs 0 (21,131) 0
Joint Venture Acquisition 0 0 (177,785)
Tender offer issued in connection with the Joint Venture Acquisition and acquisition related costs 0 0 (14,235)
Other (153) 6,028 (1,136)
Net cash (used in) provided by financing activities (996) 477,375 (189,093)
Net effect of foreign exchange rate changes on cash, cash equivalents and restricted cash (1,770) (911) (1,600)
Net (decrease) increase in cash, cash equivalents and restricted cash (503,932) 991,739 (350,340)
Cash, cash equivalents and restricted cash – Beginning of period 1,133,687 141,948 492,288
Cash, cash equivalents and restricted cash – End of period 629,755 1,133,687 141,948
Supplemental Disclosures of Cash Flow Information:      
Cash paid for income taxes 1,007 1,969 1,331
Supplemental Disclosures of Noncash Investing and Financing Activities:      
Operating lease liabilities arising from obtaining right-of-use assets 7,899 5,015 4,073
Purchases of property and equipment included in accounts payable and accrued liabilities 3,809 5,279 8,291
Reconciliation of cash, cash equivalents and restricted cash:      
Cash and cash equivalents 525,540 1,133,537 141,647
Restricted cash – included in restricted cash 104,215 150 0
Restricted cash – included in other assets, net 0 0 301
Total cash, cash equivalents and restricted cash $ 629,755 $ 1,133,687 $ 141,948
v3.25.0.1
Description of Business
12 Months Ended
Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business Description of Business
Guardant Health, Inc., or the Company, is a leading precision oncology company focused on guarding wellness and giving every person more time free from cancer. The Company is transforming patient care by providing critical insights into what drives disease through its advanced blood and tissue tests, and real-world data. The Company's tests help improve outcomes across all stages of care, including screening to find cancer early, monitoring for recurrence in early-stage cancer, and helping doctors select the best treatment for patients with advanced cancer. For patients with advanced stage cancer, the Company has commercially launched Guardant360 LDT and Guardant360 CDx, the first comprehensive liquid biopsy test approved by the U.S. Food and Drug Administration, or the FDA, to provide tumor mutation profiling with solid tumors and to be used as a companion diagnostic in connection with non-small cell lung cancer, or NSCLC, and breast cancer. The Company has also launched the Guardant360 TissueNext tissue test for advanced-stage cancer, Guardant Reveal blood test to detect residual and recurring disease in early-stage colorectal, breast and lung cancer patients, and Guardant360 Response blood test to predict patient response to immunotherapy or targeted therapy eight weeks earlier than current standard-of-care imaging.
The Company also collaborates with biopharmaceutical companies in clinical studies by providing the above-mentioned tests, as well as the GuardantOMNI blood test for advanced-stage cancer, and the GuardantINFINITY blood test, a next-generation Smart Liquid Biopsy that provides new, multi-dimensional insights into the complexities of tumor molecular profiles and immune response to advance cancer research and therapy development. Using data collected from its tests, the Company has also developed its GuardantINFORM platform to help biopharmaceutical companies accelerate precision oncology drug development through the use of this in-silico research platform to unlock further insights into tumor evolution and treatment resistance across various biomarker-driven cancers.
For early cancer detection, in May 2022, the Company launched the Shield LDT test to address the needs of individuals eligible for colorectal cancer screening. From a simple blood draw, Shield uses a novel multimodal approach to detect colorectal cancer signals in the bloodstream, including DNA that is shed by tumors. In December 2022, the Company announced that the ECLIPSE study, a registrational study evaluating the performance of its Shield blood test for detecting colorectal cancer in average-risk adults, met co-primary endpoints. In addition, in March 2023, the Company submitted a premarket approval application, or PMA, for its Shield blood test to the FDA. In July 2024, the Company received FDA approval of its Shield blood test for colorectal cancer screening in adults age 45 and older who are at average risk for the disease, and in August 2024, the Company's Shield blood test became commercially available in the U.S. as the first blood test approved by the FDA for primary colorectal cancer screening, meaning healthcare providers can offer Shield in a manner similar to all other non-invasive methods recommended in screening guidelines. Shield is also the first blood test for colorectal cancer screening that meets coverage requirements by Medicare.
The Company was incorporated in Delaware in December 2011 and is headquartered in Palo Alto, California.
v3.25.0.1
Summary of Significant Accounting Policies
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation and Consolidation
The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and in conjunction with the rules and regulations of the Securities and Exchange Commission, or the SEC. The accompanying consolidated financial statements include the accounts of Guardant Health, Inc., its consolidated Joint Venture (see Note 3, Joint Venture), and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company adjusted the accompanying consolidated balance sheet as of December 31, 2023 to separately present accounts payable and accrued expenses, inclusive of accrued compensation. In addition, certain other reclassifications of prior period amounts were made to conform with the current period presentation. The Company determined the adjustment is immaterial based on consideration of quantitative and qualitative factors.
The Company believes that its existing cash, cash equivalents, and marketable debt securities as of December 31, 2024 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the accompanying consolidated financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost
structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, goodwill and identifiable intangible assets, stock-based compensation, incremental borrowing rate for operating leases, contingencies, certain inputs into the provision for income taxes, including related reserves, valuation of non-marketable securities, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.
Segment Information
The Company operates as one operating and reportable segment. The Company's chief operating decision makers are its Co-Chief Executive Officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.
Cash, Cash Equivalents and Restricted Cash
Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are carried at cost, which approximates their fair value.
As of December 31, 2024, the Company had restricted cash balance of $104.2 million, of which $103.6 million was related to cash held as collateral under surety bond requirements related to the intellectual property dispute with TwinStrand Biosciences, Inc. and the University of Washington, as described in Note 9 Commitments and Contingencies - Legal Proceedings to the Company's consolidated financial statements. As of December 31, 2023, the Company's restricted cash balance was immaterial.
Marketable Debt Securities
Marketable debt securities consist primarily of high-grade U.S. government and agency securities and corporate bonds. Marketable debt securities with original maturities at the time of purchase between three and twelve months from balance sheet dates are classified as short-term marketable debt securities and those with maturities over twelve months from balance sheet dates are classified as long-term marketable debt securities. The Company classifies all marketable debt securities as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive gain (loss) in stockholders’ equity (deficit). Any premium or discount arising at purchase is amortized or accreted to interest income or expense.
The Company periodically evaluates its available-for-sale marketable debt securities for impairment. When the fair value of a marketable debt security is below its amortized cost, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost basis, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive gain (loss) in stockholders’ equity (deficit).
Non-Marketable Securities
The Company acquires certain equity investments in private companies to promote business and strategic objectives. The Company's investments in non-marketable equity securities do not give the Company the ability to control or exercise significant influence over the investees. One of the investees is concluded to be a variable interest entity, or
VIE, but the Company is deemed not to be the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company's non-marketable equity and other related investments totaled $16.1 million and $8.6 million as of December 31, 2024, and 2023, respectively, and are included in other assets, net on the accompanying consolidated balance sheets.
Non-marketable securities are recorded at cost, subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions. The Company's evaluation of impairment of such non-marketable securities is based on adverse changes in market conditions and the regulatory or economic environment; qualitative and quantitative analysis of the operating performance and financial condition of the investee; changes in operating structure or management of the investee; and additional funding requirements of the investee. As a result of the evaluation, the Company recorded an impairment of $22.1 million for the year ended December 31, 2023 for one of its non-marketable equity security investments, included in other income (expense), net on the accompanying consolidated statements of operations. In addition, in connection with the investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the investee, on or before December 31, 2022. In September 2022, the Company decided not to exercise such rights to purchase the investee and recorded an impairment of $5.3 million for the year ended December 31, 2022, included in other income (expense), net on the accompanying consolidated statements of operations.
Pursuant to another investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the Company, on or before October 1, 2023, and acquired rights to obtain the exclusive license of the investee's certain technologies. In June 2023, the Company decided not to exercise such rights and recorded an impairment of $7.0 million for the year ended December 31, 2023, included in other income (expense), net on the accompanying consolidated statements of operations.
No other impairment or downward adjustments to the carrying value of the Company's non-marketable securities have been otherwise recorded.
Concentration of Risk
The Company is subject to credit risk from its portfolio of cash equivalents, restricted cash and investments in marketable debt securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure.
The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after‑tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments.
The Company is subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services and development services and other, primarily with biopharmaceutical companies and international laboratory partners, all of which have high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded net of allowance for credit losses, if any.
A significant customer is any biopharmaceutical customer, clinical testing payer, or international laboratory partner that represents 10% or more of the Company’s total revenue or accounts receivable balance. Revenue attributable to each significant customer, including its affiliated entities, as a percentage of the Company’s total revenue, for the respective period, and accounts receivable balance attributable to each significant customers, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance, at the respective consolidated balance sheet date, are as follows:
RevenueAccounts Receivable, Net
Year Ended December 31,As of December 31,
20242023202220242023
Customer A
***14 %12 %
Customer B
29 %31 %30 %12 %12 %
Customer C
***11 %10 %
*    less than 10%
Accounts Receivable, Net
Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, international laboratory partners and distributors, including unbilled receivables, and royalty payments due from third parties for licensing the Company’s technologies. Unbilled receivables include balances due from biopharmaceutical customers related to development services and other revenues that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights. As of December 31, 2024 and 2023, the Company had unbilled receivables of $3.4 million and $4.9 million, respectively.
The Company evaluates the collectability of its accounts receivable based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses. The Company recorded immaterial credit losses related to its accounts receivable for the years ended December 31, 2024, 2023 and 2022.
Inventory, Net
Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consisted entirely of supplies, which are consumed when providing tests, and therefore the Company does not maintain any finished goods inventory.
In order to assess the ultimate realization of inventories, the Company is required to make judgments as to future demand requirements compared to current or committed inventory levels. The Company periodically reviews its inventories for excess or obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. If the actual net realizable value is less than that estimated by the Company, or if it is determined that inventory utilization will further diminish based on estimates of demand, additional inventory write-downs may be required. Amounts written-down due to unmarketable inventory are recorded in cost of precision oncology testing and cost of development services and other, as appropriate.
Property and Equipment, Net
Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The Company periodically reviews the depreciable lives assigned to property and equipment placed in service and changes the estimates of useful lives, if necessary. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.
Estimated useful lives for property and equipment are as follows:
Property and EquipmentEstimated Useful Life
Machinery and equipment
5 years
Furniture and fixtures
7 years
Computer hardware and computer software
3 years
Leasehold improvementsLesser of estimated useful life or remaining lease term
Goodwill and Intangible Assets, net
Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill is not amortized but is tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate its value may no longer be recoverable. The Company continues to operate in one segment, which is considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. As of December 31, 2024, there has been no impairment of goodwill.
Intangible assets are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 6—12 years.
Impairment for Long-Lived Assets
The Company evaluates its long-lived assets, including property and equipment, finite-lived intangible assets, and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value. The Company had immaterial amount of impairment for long-lived assets for the years ended December 31, 2024, 2023 and 2022.
Leases
The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use, or ROU, assets and operating leases liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received or receivable. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.
Convertible Senior Notes
Convertible senior notes are accounted for as a liability and measured at their amortized cost. Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes, using an effective interest rate method.
Revenue Recognition
The Company derives revenue from the provision of precision oncology testing services, as well as from development services and other. Precision oncology testing revenue includes amounts derived from the delivery of the Company's precision oncology tests, including those tests delivered by labs operated by our strategic partners. Development services include companion diagnostic development and regulatory approval, clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. Other revenue includes amounts derived from licensing the Company's technologies, kit fulfillment, and delivery of the Company's Shield screening tests. The Company currently receives payments from third-party commercial and governmental payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies, research institutes, international laboratory partners and distributors.
Revenues are recognized when control of services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. FASB ASC Topic 606, Revenue from Contracts with Customers, provides for a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Precision oncology testing
The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians. Most precision oncology tests requested by clinical customers are sold without a written agreement; however, the Company determines an implied contract exists with its clinical customers. The Company identifies each sale of its test to a clinical customer as a single performance obligation. With the exception of certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each portfolio and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of cumulative future revenue reversal.
Revenue from sales of precision oncology tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period. The Company identifies its promise to transfer a series of distinct tests to biopharmaceutical customers as a single performance obligation. Precision oncology tests to biopharmaceutical customers are generally billed at a fixed price for each test performed. For agreements involving testing volume to be satisfied over a defined period, revenue is recognized over time based on the number of tests performed as the performance obligation is satisfied over time. Results of the Company’s precision oncology services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.
Development services and other
The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Development services typically represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions. The individual promises are not separately identifiable from other promises in the contracts and, therefore, are not distinct. However, under certain contracts, a biopharmaceutical customer may engage the Company for multiple distinct development services which are both capable of being distinct and separately identifiable from other promises in the contracts and, therefore, distinct performance obligations.
The Company collaborates with biopharmaceutical companies in the development of new drugs. As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic device submissions for the Company’s testing panels. Under these collaborations, the Company generates revenue from achievement of milestones, as well as provision of on-going support. For the companion diagnostic development and regulatory approval services performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and other developmental milestone payments. The transaction price of these contracts typically represents variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company. The constraint for variable consideration is applied to the contract price such that it is probable a significant cumulative reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price.
The Company recognizes companion diagnostic development and regulatory approval services revenue over the period in which biopharmaceutical research and development services are provided. Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to total expected costs as its measure of progress. The Company assesses the changes to the total expected cost estimates as well as any incremental fees negotiated resulting from changes to the scope of the original contract in determining the revenue recognition at each reporting period. For development of new products or services under these arrangements, costs incurred before technological feasibility is reached are included as research and development expenses in the Company’s consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services and other.
The Company also recognizes revenue from other development services, in addition to companion diagnostic development and regulatory approval services noted above, such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. These revenues are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed.
In addition, the Company licenses its digital sequencing technologies to its domestic customers and international laboratory partners. For the licensed technology, the Company is compensated through royalty-based payments, non-refundable upfront payments, guaranteed minimum payments, and/or sample milestone payments. Depending on the nature of the technology licensing arrangements, and considering factors including but not limited to enforceable right to payment and payment terms, and if an asset with alternative use is created, these revenues are recognized in the period when royalty-bearing sales occur, when the technology transfer is complete or over the technology transfer period. Other revenue also includes kit fulfillment, which is recognized when such products are delivered. In addition, other revenue includes amounts derived from delivery of the Company's Shield screening tests.
For the years ended December 31, 2024, 2023 and 2022, the Company recorded $35.3 million, $14.2 million and $8.8 million, respectively, as revenue related to performance obligations satisfied in prior periods.
Contracts with multiple performance obligations
Contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as provision of precision oncology testing, the above-mentioned development services, and digital sequencing technology licensing, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners to ensure appropriate revenue recognition, including whether services are considered distinct performance obligations that should be accounted for separately versus together. The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated.
For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract.
Deferred revenue
Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition from contracts with customers. For example, development services and other contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent cash is received prior to the Company’s performance of the related services. Contract liabilities are
relieved as the Company performs its obligations under the contract and revenue is consequently recognized. As of December 31, 2024 and 2023, the Company's deferred revenue balance was $41.6 million and $22.9 million, respectively, of which $6.1 million and $5.0 million was considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets. Revenue recognized in the year ended December 31, 2024 that was included in the deferred revenue balance as of December 31, 2023 was $14.5 million, and revenue recognized in the year ended December 31, 2023 that was included in the deferred revenue balance as of December 31, 2022 was $13.9 million, respectively.
Transaction price allocated to the remaining performance obligations
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 1-2 years.
Costs of Precision Oncology Testing
Cost of precision oncology testing generally consists of cost of materials, cost of labor, including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, and quality control analyses), freight, curation of test results for physicians, phlebotomy, and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, lease costs, amortization of leasehold improvements, and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test.
Cost of Development Services and Other
Cost of development services and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers, and costs associated with the Company's partnership agreements and delivery of the Company's Shield screening tests. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services and other.
Research and Development Expenses
Research and development expenses consist of costs incurred to develop technology and include salaries and benefits including stock-based compensation, reagents and supplies used in research and development laboratory work, infrastructure expenses, including facility occupancy and information technology costs, contract services, other outside costs and costs to develop the Company's technology capabilities. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies before technological feasibility has been achieved. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop technology capabilities are recorded as research and development expenses unless they meet the criteria to be capitalized as internal-use software costs.
Advertising
The Company expenses advertising costs as incurred. For the years ended December 31, 2024, 2023 and 2022, the Company's advertising costs were not material to the consolidated financial statements.
Stock‑Based Compensation
Stock‑based compensation related to stock options granted to the Company’s and the Joint Venture's employees, directors and nonemployees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation expense for stock options with performance metrics is calculated based upon expected achievement of the metrics specified in the grant.
The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan (as amended and restated), or the 2012 Plan, the 2018 Incentive Award Plan, or the 2018 Plan, the former Joint Venture's 2020 Equity Incentive Plan (see Note 11, Stock-Based Compensation), and the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, and stock purchase rights granted under the 2018
Employee Stock Purchase Plan. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected volatility, risk-free rate and expected dividend yield.
The Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees and non-employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics, or PSUs, is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award. No stock-based compensation expense is recorded for PSUs, unless it is determined to be probable that the related performance metrics will be met. In addition, a cumulative adjustment will be recorded in the period when the probability of achieving the related performance metrics is adjusted. Any PSUs that remain unvested at the end of the performance period will be forfeited. Forfeitures are accounted for as they occur.
For market-based restricted stock units, or MSUs, the Company derived the grant date fair value and requisite service period using the Monte Carlo simulation model and the related compensation expense was recognized over the derived service period using an accelerated attribution model commencing on the grant date. Stock-based compensation expense was recorded regardless of whether the market conditions were achieved or not. The MSUs were fully expensed as of June 30, 2022.
Income Taxes
Income taxes are recorded using an asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Tax benefits are recognized when it is more likely than not that a tax position will be sustained during an audit. Deferred tax assets are reduced by a valuation allowance if current evidence indicates that it is considered more likely than not that these benefits will not be realized.
The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.
Net Loss Per Share
The Company calculates basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the as-if converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, shares issuable pursuant to the employee stock purchase plan, and contingently issuable shares under the convertible senior notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive.
Accounting Pronouncements Adopted
In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for the annual reporting periods beginning the year ended December 31, 2024, and will be effective for interim reporting periods beginning January 1, 2025, and should be applied retrospectively. The Company adopted this pronouncement retrospectively in
the fiscal year of 2024 and provided required disclosures in Note 15 Segment and Geographic Information to the consolidated financial statements.
New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amended existing income tax disclosure guidance, primarily requiring more detailed disclosures on the effective tax rate reconciliation and income taxes paid. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company expects to provide required disclosures upon the effective date.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which requires additional disclosures of specified information about certain costs and expenses in the notes to financial statements. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2027, and for interim reporting periods beginning January 1, 2028, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently assessing the impact of adopting this accounting pronouncement on its consolidated financial statements.
v3.25.0.1
Joint Venture
12 Months Ended
Dec. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]  
Joint Venture Joint Venture
In May 2018, the Company and an affiliate of SoftBank formed and capitalized Guardant Health AMEA, Inc., the Joint Venture, for the sale, marketing and distribution of the Company’s tests generally outside the Americas and Europe, and to accelerate commercialization of its products in Asia, the Middle East and Africa. Under the terms of the joint venture agreement, each party held an approximately 50% ownership interest in the Joint Venture and two seats on the board of the Joint Venture.
In June 2022, the Company purchased all of the shares held by SoftBank and its affiliates in consideration for a cash payment of the aggregate purchase price of $177.8 million, which resulted in $99.8 million of fair value adjustments to the noncontrolling interest liability for the year ended December 31, 2022. In connection with the Joint Venture Acquisition, the Company also issued a tender offer to purchase the Joint Venture's Class B common stock issued and issuable upon exercise of vested Joint Venture's stock options held by the Joint Venture's employees (see Note 11, Stock-Based Compensation).
Prior to the completion of the Joint Venture Acquisition, the Joint Venture was deemed to be a VIE, and the Company had been identified as the VIE’s primary beneficiary. As the primary beneficiary, the Company had consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances had been eliminated in consolidation. Upon completion of the Joint Venture Acquisition and the tender offer, Guardant Health AMEA, Inc. became the Company's wholly owned subsidiary.
v3.25.0.1
Consolidated Balance Sheet Components
12 Months Ended
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]  
Consolidated Balance Sheet Components Consolidated Balance Sheet Components
Property and Equipment, Net
Property and equipment, net consist of the following:
As of December 31,
20242023
(in thousands)
Machinery and equipment
$124,567 $118,117 
Leasehold improvements
103,569 102,298 
Computer hardware
36,497 34,417 
Construction in progress
28,136 7,508 
Furniture and fixtures
7,874 7,999 
Computer software
1,695 2,065 
Property and equipment, gross
302,338 272,404 
Less: accumulated depreciation
(165,525)(127,308)
Property and equipment, net
$136,813 $145,096 
Depreciation expense related to property and equipment was $40.1 million, $40.0 million and $33.4 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Accrued Expenses
Accrued expenses consist of the following:
As of December 31,
20242023
(in thousands)
Operating lease liabilities
$29,213 $27,950 
Other
39,132 35,525 
Total accrued expenses
$68,345 $63,475 
v3.25.0.1
Fair Value Measurements, Cash Equivalents and Marketable Securities
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements, Cash Equivalents and Marketable Securities Fair Value Measurements, Cash Equivalents and Marketable Securities
Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, and accounts payable and accrued liabilities. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, and accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.
Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:
December 31, 2024
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$57,151 $57,151 $— $— 
Income deposit funds
103,581 — 103,581 — 
U.S. government debt securities
429,294 — 429,294 — 
Total cash equivalents and restricted cash
590,026 57,151 532,875 — 
U.S. government debt securities
314,438 — 314,438 — 
Total short-term marketable debt securities
314,438 — 314,438 — 
Total
$904,464 $57,151 $847,313 $— 
Financial Liabilities:
Contingent consideration
$6,050 $— $— $6,050 
Total$6,050 $— $— $6,050 
December 31, 2023
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$1,032,500 $1,032,500 $— $— 
Total cash equivalents
1,032,500 1,032,500 — — 
U.S. government debt securities
35,097 — 35,097 — 
Total short-term marketable debt securities
35,097 — 35,097 — 
Long-term marketable equity securities
98,002 98,002 — — 
Total
$1,165,599 $1,130,502 $35,097 $— 
Financial Liabilities:
Contingent consideration
$6,540 $— $— $6,540 
Total
$6,540 $— $— $6,540 
The Company measures the fair value of money market funds based on quoted prices in active markets for identical securities. Income deposit funds and U.S. government debt securities are valued taking into consideration valuations obtained from third-party pricing services. The pricing services utilize industry standard valuation models, including both income and market-based approaches, for which all significant inputs are observable, either directly or indirectly, to estimate fair value. These inputs include reported trades of and broker/dealer quotes on the same or similar securities, issuer credit spreads; benchmark securities; prepayment/default projections based on historical data; and other observable inputs.
In July 2022, one of the Company's equity investees, Lunit Inc., or Lunit, completed its initial public offering, or IPO, subsequent to which, the Company started to account for the investment in Lunit at fair value on a recurring basis, and classified the investment as marketable equity securities within Level 1 of the fair value hierarchy as the
investment is valued using the quoted market price. The Company was subject to a 2-year lock-up period from Lunit's IPO date, during which the Company shall not transfer Lunit's shares between accounts, establish or cancel pledges, sell, or withdraw such shares, without approval from the Korea Exchange. In November 2023, Lunit issued bonus shares to its existing shareholders by allocating one new share for each existing share, and the Company was subject to the same lock-up period with the same restrictions for these bonus shares which expired in July 2024. In 2024, the Company sold all of its investment in Lunit. As of December 31, 2023, the balance of the Company's investment in Lunit was $98.0 million, included in other assets, net, on the accompanying consolidated balance sheets. In addition, the Company recorded $79.7 million unrealized gains and $7.8 million unrealized losses for the years ended December 31, 2023 and 2022, on its investment in Lunit, respectively, included in other income (expense), net on the accompanying consolidated statements of operations.
There were no transfers between Level 1, Level 2 and Level 3 during the periods presented.
Acquisition-related contingent consideration is measured at fair value on a quarterly basis and changes in estimated contingent consideration to be paid are included in general and administrative expense in the consolidated statements of operations. The fair value of acquisition-related contingent consideration is estimated using a multiple-outcome discounted cash flow valuation technique. Contingent consideration is classified within Level 3 of the fair value hierarchy, as it is based on a probability that includes significant unobservable inputs. The significant unobservable inputs include a probability-weighted estimate of achievement of certain commercialization milestones, and discount rate to present value the expected payments. A significant change in any of these input factors in isolation could have a material impact to fair value measurement. As of December 31, 2024 and 2023, the Company's acquisition-related contingent consideration liability was $6.1 million and $6.5 million, respectively, of which $2.1 million and $5.0 million was considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets.
Prior to the completion of the Joint Venture Acquisition in June 2022, the fair value of the noncontrolling interest liability was considered to be a Level 3 measurement and was determined based on an annual internal rate of return of 20% on the initial amount of $41.0 million invested by SoftBank in May 2018, to the date of Company's exercising the call right in November 2021. The noncontrolling interest liability was fully paid by June 30, 2022 (see Note 3, Joint Venture).
The following tables summarize the activities for the Level 3 financial instruments for the years ended December 31, 2024, 2023 and 2022:
Contingent Consideration
Year Ended December 31,
202420232022
(in thousands)
Fair value — beginning of period$6,540 $6,430 $3,625 
Increase in fair value 1,010 110 4,305 
Settlement(1,500)— (1,500)
Fair value — end of period$6,050 $6,540 $6,430 
Noncontrolling Interest Liability
Year Ended December 31,
202420232022
(in thousands)
Fair value — beginning of period$— $— $78,000 
Increase in fair value — — 99,785 
Settlement— — (177,785)
Fair value — end of period$— $— $— 
The Company considers the fair value of the Convertible Notes as of December 31, 2024 to be a Level 2 measurement. The fair value of the Convertible Notes is primarily affected by the trading price of the Company's common stock and market interest rates. As such, the carrying value of the Convertible Notes does not reflect the market rate. See Note 7, Debt, for additional information related to the Convertible Notes.
The following tables summarize the Company’s cash equivalents, restricted cash and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:
December 31, 2024
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market funds
$57,151 $— $— $57,151 
Income deposit funds
103,581 — — 103,581 
U.S. government debt securities
743,500 232 — 743,732 
Total
$904,232 $232 $— $904,464 
December 31, 2023
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market funds
$1,032,500 $— $— $1,032,500 
U.S. government debt securities
35,108 — (11)35,097 
Total
$1,067,608 $— $(11)$1,067,597 
None of the Company’s marketable debt securities had been in a continuous unrealized loss position for more than one year as of December 31, 2024 and 2023, respectively.
There have been no material realized gains or losses on marketable debt securities for the periods presented. In addition, there has been no recognition of credit losses on marketable debt securities for the periods presented.
v3.25.0.1
Intangible Assets, Net and Goodwill
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net and Goodwill Intangible Assets, Net and Goodwill
The following table presents details of purchased intangible assets as of December 31, 2024 and 2023:
December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(5,795)$6,091 5.8
Non-compete agreements and other covenant rights
5,100 (4,431)669 1.1
Acquired technology1,600 (1,600)— 0.0
Total intangible assets subject to amortization
18,586 (11,826)6,760 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(11,826)$10,050 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(4,686)$7,200 6.8
Non-compete agreements and other covenant rights5,100 (3,588)1,512 1.9
Acquired technology1,600 (1,333)267 0.3
Total intangible assets subject to amortization
18,586 (9,607)8,979 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(9,607)$12,269 
Amortization of finite-lived intangible assets was $2.2 million, $2.7 million and $2.5 million, for the years ended December 31, 2024, 2023 and 2022, respectively.
The following table summarizes estimated future amortization expense of finite-lived intangible assets, net:
Year Ending December 31,
(in thousands)
2025$1,670 
20261,212 
20271,107 
20281,109 
2029765 
2030 and thereafter
897 
Total$6,760 
v3.25.0.1
Debt
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Debt Debt
Convertible Senior Notes
In November 2020, the Company issued $1.15 billion principal amount of its 0% Convertible Senior Notes due 2027, or the 2027 Notes. The 2027 Notes do not bear interest, and the principal amount of the Notes will not accrete. However, special interest and additional interest may accrue on the 2027 Notes at a rate per annum not exceeding 0.50% (subject to certain exceptions) upon the occurrence of certain events such as the failure to file certain reports to the Securities and Exchange Commission, or to remove certain restrictive legends from the Notes. The Notes will mature on November 15, 2027, unless repurchased, redeemed or converted earlier.
Before August 15, 2027, holders of the 2027 Notes will have the right to convert their 2027 Notes only under the following circumstances:
during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on March 31, 2021, if the last reported sale price of the Company's common stock exceeds 130% of the conversion price for each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter, or the sale price condition;
during the five consecutive business days immediately after any ten consecutive trading day period, or the measurement period, if the trading price per $1,000 principal amount of the Notes for each trading day of the measurement period is less than 98% of the product of the last reported sale price of the Company's common stock on such trading day and the conversion rate on such trading day; or
upon the occurrence of specified corporate events
From and after August 15, 2027, holders of the 2027 Notes may convert their 2027 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.
The Company 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 the Company’s election.
The initial conversion rate is 7.1523 shares of common stock per $1,000 principal amount of 2027 Notes, which represents an initial conversion price of approximately $139.82 per share of common stock. The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Company may not redeem the 2027 Notes at its option at any time before November 20, 2024. The Notes will be redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after November 20, 2024 and on or before the 25th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the redemption date, but only if the last reported sale price per share of the Company’s common stock exceeds 130% of the conversion price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (ii) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception for certain cash mergers, holders of Notes may require the Company to repurchase their 2027 Notes at a cash repurchase price equal to the principal amount of the 2027 Notes to be repurchased, plus accrued and unpaid special interest and additional interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
Since the 2027 Notes were not convertible as of December 31, 2024, the net carrying amount of the 2027 Notes was classified as a long-term liability.
In February 2025, the Company entered into privately negotiated exchange agreements with certain holders of its 2027 Notes. See Note 17, Subsequent Events, for additional information related to this transaction.
The following table sets forth the net carrying amounts of the 2027 Notes as of December 31, 2024 and 2023:
As of December 31,
20242023
(in thousands)
Principal$1,150,000 $1,150,000 
Less: debt issuance costs, net of amortization(7,453)(10,034)
Net carrying amount$1,142,547 $1,139,966 
The total estimated fair value of the 2027 Notes was $964.9 million and $809.3 million as of December 31, 2024 and 2023, respectively. The fair value was determined based on the closing trading price per $100 of the 2027 Notes as of the last day of trading for the period.
The following table sets forth interest expense recognized and effective interest rate represented related to the 2027 Notes:
For the Year Ended December 31,
202420232022
(in thousands)
Amortization of debt issuance costs$2,581 $2,575 $2,569 
Total interest expense recognized$2,581 $2,575 $2,569 
Effective interest rate0.2 %0.2 %0.2 %
Note Hedges
To minimize the impact of potential economic dilution upon conversion of the 2027 Notes, the Company entered into convertible note hedge transactions, or the 2027 Note Hedges, with respect to its common stock concurrent with the issuance of the Notes. The 2027 Note Hedges cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The strike price of the 2027 Note Hedges will initially be approximately $182.60 per share, which represents a premium of 75% over the last reported sale price of the Company’s common stock of $104.34 per share on November 16, 2020, and is subject to certain adjustments under the terms of the 2027 Note Hedges.
The 2027 Note Hedges will expire upon maturity of the 2027 Notes. The 2027 Note Hedges are separate transactions and are not part of the terms of the 2027 Notes. Holders of the 2027 Notes will not have any rights with respect to the 2027 Note Hedges. The shares receivable related to the 2027 Note Hedges are excluded from the calculation of diluted earnings per share as they are anti-dilutive.
As these transactions meet certain accounting criteria, the 2027 Note Hedges are recorded in stockholders’ equity and are not accounted for as derivatives. The Company paid an aggregate amount of $90.0 million for the 2027 Note Hedges, which has been recorded as a reduction to additional paid-in capital and will not be remeasured.
v3.25.0.1
Leases
12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Leases Leases
The Company has entered into various operating lease agreements for office space, data center, lab and warehouse use, with remaining terms ranging from 0.2 to 8.5 years, some of which include one or more options to renew. As leases approach maturity, the Company considers various factors such as market conditions and the terms of any renewal options that may exist to determine whether it will renew the lease, as such, the Company does not include renewal options in its lease terms for calculating its lease liability, as the renewal options allow it to maintain operational flexibility and the Company is not reasonably certain it will exercise these renewal options at the time of the lease commencement.
Operating lease expense for the years ended December 31, 2024, 2023 and 2022, was $31.1 million, $29.7 million and $28.6 million, respectively, which includes both lease and non-lease components (primarily common area maintenance charges and property taxes).
As of December 31,
20242023
Weighted-average remaining lease term (in years)
7.58.3
Weighted-average discount rate
3.82 %3.87 %
The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2024:
Year Ending December 31,
(in thousands)
2025$35,709 
202630,193 
202726,156 
202824,300 
202922,946 
2030 and thereafter
80,834 
Total operating lease payments220,138 
Less: imputed interest(26,633)
Total operating lease liabilities$193,505 
Finance leases are not material to the Company's consolidated financial statements.
v3.25.0.1
Commitments and Contingencies
12 Months Ended
Dec. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Indemnification Agreements
The Company has entered into indemnification agreements with certain directors and officers that require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. To date, no such matters have arisen and the Company does not believe that the outcome of any claims under indemnification arrangements will have a material adverse effect on its financial positions, results of operations or cash flows. Accordingly, the Company has not recorded a liability related to such indemnifications as of December 31, 2024.
Legal Proceedings
In addition to commitments and obligations incurred in the ordinary course of business, from time to time the Company may be subject to a variety of claims and legal proceedings, including claims from customers and vendors, pending and potential legal actions for damages, governmental investigations and other matters. For example, the Company has received, and may in the future continue to receive letters, claims or complaints from others alleging false advertising, patent infringement, violation of employment practices and trademark infringement. The Company has also instituted, and may in the future institute, additional legal proceedings to enforce its rights and seek remedies, such as monetary damages, injunctive relief and declaratory relief. The Company cannot predict the results of any such disputes, and despite the potential outcomes, the existence thereof may have an adverse material impact on the Company because of diversion of management time and attention as well as the financial costs related to resolving such disputes.
The Company and its affiliates are parties to the legal claims and proceedings described below. The Company is vigorously defending itself against those claims and in those proceedings. Significant developments in those matters are described below. If the Company is unsuccessful in defending, or if it determines to settle, any of these matters, it may be required to pay substantial sums, be subject to injunction and/or be forced to change how it operates its business, which could have a material adverse impact on its financial position or results of operations.
Unless otherwise stated, the Company is unable to reasonably estimate the loss or a range of possible loss for the matters described below. Often, it is not reasonably possible for the Company to determine that a loss is probable for a claim, or to reasonably estimate the amount of loss or a range of loss, because of the limited information available and the potential effects of future events and decisions by third parties, such as courts and regulators, that will determine the ultimate resolution of the claim. Many of the matters described are at preliminary stages, raise novel theories of liability or seek an indeterminate amount of damages. It is not uncommon for claims to be resolved over a number of years. The Company reviews loss contingencies at least quarterly to determine whether the loss probability has changed and whether it can make a reasonable estimate of the possible loss or range of loss. When the Company determines that a loss from a claim is probable and reasonably estimable, it records a liability in the amount of its estimate for the ultimate loss. The Company also provides disclosure when it is reasonably possible that a loss may be incurred or when it is reasonably possible that the amount of a loss will exceed its recorded liability.
Intellectual Property Disputes
In August 2021, TwinStrand Biosciences, Inc., or TwinStrand Biosciences, and the University of Washington filed a patent infringement suit in the United States District Court for the District of Delaware alleging that the Company infringes U.S. Patent Nos. 10,287,631; 10,689,699; 10,752,951; and 10,760,127. The Company answered the complaint in October 2021, denying TwinStrand Biosciences’ allegations and asserted counterclaims of invalidity, unenforceability due to inequitable conduct and infringement of four of the Company’s patents. Discovery in the case has concluded. In October 2023, the District Court dismissed with prejudice TwinStrand’s infringement claims related to U.S. Patent Nos. 10,689,699 and 10,752,951.
On November 14, 2023, a jury verdict was entered in favor of TwinStrand Biosciences and the University of Washington and against the Company. The jury found that the Company willfully infringed U.S. Patent Nos. 10,287,631 and 10,760,127, and awarded TwinStrand Biosciences and the University of Washington $83.4 million in damages, representing a 6% royalty on past sales. As a result, the Company recorded a liability of $83.4 million in the fourth quarter of 2023, which was reflected as a charge to other operating expense on its consolidated statements of operations, and as a component of other long-term liabilities on its consolidated balance sheets. Post-trial motions were filed on March 4, 2024, where the Company moved to overturn the jury’s verdict, seek a new trial, and/or amend the judgment, and TwinStrand Biosciences moved for enhanced damages based on the jury’s finding of willful infringement, pre- and post-judgment interest, and a go-forward running royalty. A hearing date has not yet been set on the post-trial motions. The Company strongly disagrees with the jury verdict and will vigorously contest the verdict and judgment through post-trial motions in the District Court, and if needed, through appeal to the U.S. Court of Appeals for the Federal Circuit.
On June 11, 2024, the Company filed a patent infringement suit against Tempus AI, Inc. or Tempus, in the United States District Court for the District of Delaware alleging that Tempus infringes U.S. Patent Nos. 11,149,306; 9,902,992; 10,501,810; 10,793,916; and 11,643,693. The Company is seeking an injunction to stop Tempus’ infringement and compensatory damages. The case Guardant Health, Inc. v. Tempus AI, Inc., Case No. 1:24-cv-00687, has been assigned to Judge Richard Andrews and does not yet have a scheduling order. On October 21, 2024, Tempus moved to dismiss the Company’s suit alleging that some of the asserted patents were invalid. The Company disagrees and will be responding accordingly.
False Advertising Disputes
In May 2021, the Company also filed a lawsuit against Natera, Inc., or Natera, in the United States District Court for the Northern District of California, wherein the Company alleged that Natera is misleading healthcare providers about the performance of the Company’s new oncology test, Guardant Reveal, by suggesting the test is inaccurate and/or insensitive, and inferior to Natera’s Signatera assay. The Company is seeking an injunction to prevent Natera from continuing to make false and misleading statements and to require Natera to take corrective actions. Natera asserted counterclaims of false and misleading statements, false advertising, unlawful trade practices and unfair competition. The Company moved to dismiss Natera’s counterclaims, and in January 2022, the court granted in part and denied in part the Company's motion to dismiss.
On November 25, 2024, after a three-week trial before Judge Edward M. Chen, the jury unanimously found in favor of the Company on all of its claims against Natera for false advertising and unfair competition. The jury awarded the Company $292.5 million, including $175.5 million in punitive damages. The jury also unanimously rejected all of Natera’s counterclaims against the Company. Both parties have filed post-trial briefing, which will be considered by Judge Chen at a hearing scheduled for March 2025.
On January 13, 2025, Tempus sent the Company a letter alleging that the Company made certain false or misleading statements in its advertising related to Guardant360 and Tempus’ xF+ assay. The Company strongly disagrees with Tempus’ allegations and responded to each allegation. On January 17, 2025, the Company filed a declaratory judgment action against Tempus in the United States District Court for the District of Delaware, seeking to show that Tempus’ allegations are without merit.
v3.25.0.1
Common Stock
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Common Stock Common Stock
The Company’s common stockholders are entitled to dividends if and when declared by the Company’s Board of Directors, or the Board of Directors. As of December 31, 2024 and 2023, no dividends on the Company’s common stock had been declared by the Board of Directors.
The Company’s common stock has been reserved for the following potential future issuances:
As of December 31,
20242023
Shares underlying outstanding stock options
4,631,750 4,012,903
Shares underlying unvested restricted stock units7,020,251 4,346,785
Shares underlying unvested market-based restricted stock units— 2,260,764
Shares underlying unvested performance-based restricted stock units1,290,684 412,490
Shares available for issuance under the 2018 Incentive Award Plan
8,079,498 7,053,406
Shares available for issuance under the 2018 Employee Stock Purchase Plan2,208,577 1,679,635
Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan3,916,766 4,949,988 
Total 27,147,52624,715,971
Equity Offering
In May 2023, the Company completed a follow-on underwritten public offering, in which it issued and sold 14,375,000 shares of its common stock at a price of $28.00 per share, and received net proceeds of $381.4 million after deducting underwriting discounts and commissions and other offering costs of $21.1 million. In December 2023, the Company completed a registered direct offering with an investment management firm, in which it issued and sold 3,387,446 shares of its common stock at a price of $26.77 per share, and received net proceeds of $90.6 million.
At-The-Market Offering Program
In August 2024, the Company entered into an Open Market Sales Agreement, or the Sales Agreement, with Jefferies LLC, or the Agent, with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having aggregate gross proceeds of up to $400.0 million through the Agent, subject to the terms and conditions of the Sales Agreement. During the year ended December 31, 2024, no shares of the Company's common stock were sold under the Sales Agreement.
v3.25.0.1
Stock-Based Compensation
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation Stock-Based Compensation
2012 Stock Plan and 2018 Incentive Award Plan
In June 2012 and September 2018, the Company’s Board of Directors adopted and its stockholders approved the Company’s 2012 Stock Plan (as amended and restated), or the 2012 Plan, and the Company’s 2018 Incentive Award Plan, or the 2018 Plan, respectively, under which the Company may grant cash and equity incentive awards to its employees and non-employees. Upon effectiveness of the 2018 Plan in connection with the IPO in October 2018, the 2012 Plan was terminated and 508,847 shares reserved under the 2012 Plan were forfeited. Any outstanding awards granted under the 2012 Plan remain outstanding, subject to the terms of the 2012 Plan and applicable award agreement, and further cancellation of awards granted under the 2012 Plan are not available for grant in the future. No further grants will be made under the 2012 Plan. The number of shares of common stock available for issuance under the 2018 Plan may be increased on January 1 of each calendar year beginning in 2019 and ending in 2028 by an amount equal to the least of (i) 3,689,000 shares, (ii) four percent of the shares of common stock outstanding (on an as-converted basis) on the final day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and (iii) such smaller number of shares as determined by the Company’s Board of Directors.
2023 Employment Inducement Incentive Award Plan
In August 2023, the Company’s Board of Directors adopted the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, under which the Company may exclusively grant awards to its new employees as an inducement material to the employee’s entry into employment with the Company. The 2023 Plan was approved by the Company's Board of Directors without stockholder approval in accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules.
Stock Option Activity
A summary of the Company’s stock option activity under the 2012 Plan, the 2018 Plan and the 2023 Plan, and related information is as follows:
Options Outstanding
Shares
Available for Grant 
Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2022
5,231,624 2,624,974 $29.17 6.5$193,014 
2018 Plan annual increase(1)
3,689,000 — 
Granted(1,051,466)1,051,466 44.86 
Granted in connection with the Joint Venture Acquisition(15,128)15,128 4.90 
Exercised— (228,311)6.29 
Canceled56,391 (60,683)90.84 
Restricted stock units granted(2,995,533)— 
Restricted stock units canceled
490,525 — 
Performance-based restricted stock units granted(26,935)— 
Performance-based restricted stock units canceled59,818 — 
Balance as of December 31, 2022
5,438,296 3,402,574 34.34 6.839,749 
2018 Plan annual increase(1)
3,689,000 — 
Shares authorized under the 2023 Plan5,000,000 — 
Granted(1,000,760)1,000,760 30.80 
Exercised— (51,124)7.93 
Canceled338,570 (339,307)58.45 
Restricted stock units granted(2,436,947)— 
Restricted stock units canceled
1,049,447 — 
Performance-based restricted stock units granted(126,041)— 
Performance-based restricted stock units canceled51,829 — 
Balance as of December 31, 2023
12,003,394 4,012,903 31.76 6.639,115 
2018 Plan annual increase(1)
3,689,000 — 
Granted(1,440,273)1,440,273 27.07 
Exercised— (609,495)5.12 
Canceled211,931 (211,931)49.71 
Restricted stock units granted(5,004,910)— 
Restricted stock units canceled
1,164,260 — 
Market-based restricted stock units canceled2,260,764 — 
Performance-based restricted stock units granted(913,829)— 
Performance-based restricted stock units adjusted for performance achievement
(48,234)— 
Performance-based restricted stock units canceled74,161 — 
Balance as of December 31, 2024
11,996,264 4,631,750 $32.98 7.1$35,980 
Vested and Exercisable as of December 31, 2024
2,429,278 $33.88 5.3$30,205 
(1)Effective as of January 1, 2022, 2023 and 2024, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of the automatic annual increase provision therein.
Aggregate intrinsic value represents the difference between the estimated fair value of the underlying common stock and the exercise price of outstanding, in-the-money options. The total intrinsic value of the options exercised was $9.4 million, $1.0 million and $12.2 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The weighted-average grant date fair value of options granted was $17.20, $19.90 and $28.61 per share for the years ended December 31, 2024, 2023 and 2022, respectively.
Future stock-based compensation for unvested options as of December 31, 2024 was $40.7 million, which is expected to be recognized over a weighted-average period of 2.1 years.
Restricted Stock Units
A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan, the 2018 Plan and the 2023 Plan, and related information is as follows:
Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2022
1,498,553 $109.72 
Granted2,902,217 45.04 
Granted in connection with the Joint Venture Acquisition93,316 38.24 
Vested and released(315,673)96.36 
Canceled(490,525)90.52 
Balance as of December 31, 2022
3,687,888 60.70 
Granted2,436,94726.62 
Vested and released(728,603)60.07 
Canceled(1,049,447)56.85 
Balance as of December 31, 2023
4,346,78542.63 
Granted5,004,91025.94 
Vested and released(1,167,184)46.36 
Canceled(1,164,260)42.61 
Balance as of December 31, 2024
7,020,251$30.11 
Future stock-based compensation for unvested restricted stock units as of December 31, 2024 was $181.5 million, which is expected to be recognized over a weighted-average period of 2.2 years.
Performance-based Restricted Stock Units
Since November 2020, the Compensation Committee of the Board of Directors started to approve, and the Company started to grant performance-based restricted stock units, or PSUs, to its employees and non-employees. The PSUs granted consist of financial and/or operational metrics to be met over a performance period of approximately 0.6 to 4 years and an additional service period requirement of up to 2 years after the performance metrics are met. In addition, granted units might be adjusted when certain performance metrics are met. The PSUs are expected to be expensed over a period of approximately 0.6 to 4.5 years subject to meeting the respective performance metrics and service requirements.
In November 2020 and May 2021, and as part of these PSU programs, the Company granted PSUs consisting of a performance period of 4 years combined with an additional service period requirement of six months should the vesting criteria be met with a grant date fair value of $113.40 per share and $148.19 per share, respectively. Before 2024, no compensation expense for these PSUs had been recorded since the achievement of the performance metrics did not meet the criteria for accrual. In 2024, the performance metrics of these PSUs were considered to be achieved; as such the Company recorded $24.8 million in stock-based compensation expense related to these PSUs, based on 219,161 shares granted with fair values of $113.40 per share and $148.19 per share.
A summary of the Company’s PSU activity under the 2018 Plan and related information is as follows:
Performance-based Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2022
374,596 $116.58 
Granted26,935 37.50 
Canceled(59,818)114.94 
Balance as of December 31, 2022
341,713 110.64 
Granted126,041 32.84 
Vested and released(3,435)32.86 
Canceled(51,829)80.91 
Balance as of December 31, 2023
412,490 91.25 
Granted913,829 18.73 
Vested and released(9,708)94.73 
Adjusted for performance achievement
48,234 32.84 
Canceled(74,161)102.14 
Balance as of December 31, 2024
1,290,684$37.07 
Stock-based compensation recorded for the PSUs for the years ended December 31, 2024, 2023 and 2022 was $33.3 million, $2.6 million and $1.3 million, respectively. Future stock-based compensation for unvested PSUs that are probable to vest as of December 31, 2024 was $16.1 million, which is expected to be recognized over a weighted-average period of 1.9 years.
Market-based Restricted Stock Units
In May 2020, the Board of Directors approved and granted 1,695,574 market-based restricted stock units, or MSUs, under the 2018 Plan to each of the Company's Co-Chief Executive Officers, which is subject to the achievement of market-based share price goals established by the Board of Directors. The MSUs consist of three separate tranches and the vesting of each tranche is subject to the Company's common stock closing price being maintained at or above a predetermined share price goal for a period of 30 consecutive calendar days. The grant date fair values of the MSUs were determined using a Monte Carlo valuation model for each tranche. The related stock-based compensation expense for each tranche was recognized based on an accelerated attribution method over the estimated derived service period, which was the median duration of the successful stock price paths to meet the price goal for each tranche as simulated in the Monte Carlo valuation model. The weighted-average grant date fair value of the MSUs was $67.00 per share and the weighted-average derived service period was estimated to be in the range of 0.83 – 2.07 years.
All three tranches of the MSUs were fully expensed as of June 30, 2022. Stock-based compensation for the MSUs for the year ended December 31, 2022 was $16.1 million, which was recorded in general and administrative expenses on the accompanying consolidated statement of operations.
On January 1, 2021, Tranche 1 of the MSUs became vested because it had met both service requirement and market-based performance metrics. No MSUs were granted, vested or canceled during the years ended December 31, 2023, and 2022. As of December 31, 2023, 2,260,764 shares of the MSUs, with a weighted-average grant date fair value of $65.20 per share, were outstanding under the 2018 Plan. In March 2024, the Board of Directors approved to cancel the unvested MSUs and concurrently approved to grant new awards to the Co-Chief Executive Officers, which was accounted for as a modification, however no stock-based compensation expense was reversed as the Company's Co-Chief Executive Officers had fulfilled the service requirement.
AMEA 2020 Equity Incentive Plan
In August 2020, the board of directors of the Joint Venture approved its 2020 Equity Incentive Plan, or the AMEA 2020 Plan, under which the Joint Venture may grant equity incentive awards to its employees and non-employees.
In June 2022, in connection with the Joint Venture Acquisition, the Company issued a tender offer to purchase the Joint Venture's Class B common stock issued and issuable upon exercise of vested Joint Venture's stock options, at a price of $4.44 per share determined pursuant to an independent valuation. In July 2022, the Company settled the tender offer with the 39 grantees for a total amount of $13.7 million. In addition, in connection with the Joint Venture Acquisition, the unvested Joint Venture's stock options were cancelled and such grantees received replacement awards covering a number of shares of the Company's common stock. The replacement awards, valued at $4.1 million, are subject to the same vesting schedule that applied to the unvested Joint Venture's stock option immediately prior to the close of the Joint Venture Acquisition transaction, to be recognized over a weighted-average period of 2.2 years. The Company accounted for this as a modification which resulted in an immaterial incremental stock-based compensation expense. After the settlement of the tender offer in July 2022, the Company cancelled the AMEA 2020 Plan.
A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows:
Options Outstanding
Shares
Available for Grant 
Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2022
340,9283,652,219$0.58 8.8$— 
Exercised(2,051,645)0.58 
Canceled82,407(82,407)0.58 
Canceled in connection with the Joint Venture Acquisition(423,335)(1,518,167)0.58 
Balance as of December 31, 2022
$— 0.0$— 
Stock‑Based Compensation Expense
The following table presents the effect of employee and non‑employee related stock‑based compensation expense including the Joint Venture:
Year Ended December 31,
202420232022
(in thousands)
Cost of precision oncology testing
$5,315 $4,614 $5,498 
Cost of development services and other4,050 1,851 — 
Research and development expense
50,566 34,682 26,630 
Sales and marketing expense
36,479 24,764 25,442 
General and administrative expense
44,001 24,848 37,115 
Total stock-based compensation expense
$140,411 $90,759 $94,685 
Valuation of Stock Options
The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:
Year Ended December 31,
202420232022
Expected term (in years)
5.50 – 6.09
5.50 – 6.10
5.50 – 6.10
Expected volatility
67.4% – 69.4%
69.3% – 70.5%
63.3% – 67.6%
Risk-free interest rate
3.8% – 4.5%
3.4% – 4.5%
1.9% – 4.4%
Expected dividend yield
—%
—%
—%
The determination of the fair value of stock options on the date of grant using a Black-Scholes option-pricing model is affected by the estimated fair value of common stock of the Company, as well as assumptions regarding a number of variables that are complex, subjective and generally require significant judgment to determine. The valuation assumptions were determined as follows:
Fair Value of Common Stock
The fair value of the Company’s common stock is determined by the closing price, on the date of grant, of its common stock, which is traded on the Nasdaq Global Select Market.
Expected Term
The expected term represents the period that the options granted are expected to be outstanding and is determined using the simplified method (based on the mid-point between the vesting date and the end of the contractual term) as the Company has concluded that its stock option exercise history does not provide a reasonable basis upon which to estimate expected term.
Expected Volatility
Prior to the commencement of trading of the Company’s common stock on the Nasdaq Global Select Market on October 4, 2018 in connection with its IPO, there was no active trading market for the Company’s common stock. Due to limited historical data for the trading of the Company’s common stock, expected volatility is estimated based on the average volatility for comparable publicly traded peer group companies in the same industry plus the Company's expected volatility for the available periods. The comparable companies are chosen based on their similar size, stage in the life cycle or area of specialty.
Risk-Free Interest Rate
The risk-free interest rate is based on the U.S. Treasury rate, with maturities similar to the expected term of the stock options.
Expected Dividend Yield
The Company does not anticipate paying any dividends in the foreseeable future and, therefore, uses an expected dividend yield of zero.
2018 Employee Stock Purchase Plan
In September 2018, the Company’s Board of Directors adopted and its stockholders approved the 2018 Employee Stock Purchase Plan, or the ESPP. A total of 922,250 shares of common stock were initially reserved for issuance under the ESPP. On the first day of each calendar year beginning on January 1, 2019 and ending on and including January 1, 2028, the number of shares of common stock available for issuance under the ESPP may be increased by the least of (i) 1,106,700 shares, (ii) 1% of the shares outstanding (on an as-converted basis) on the last day of the immediately preceding calendar year, assuming the conversion of any shares of preferred stock, but excluding shares issuable upon the exercise or payment of stock options, warrants or other equity securities with respect to which shares have not actually been issued, and (iii) such smaller number of shares as determined by the Company’s Board of Directors. Effective as of January 1, 2020, March 2, 2023 and February 23, 2024, an additional 942,614, 1,026,194 and 1,106,700 shares of common stock became available for issuance under the ESPP.
Subject to any plan limitations, the ESPP allows eligible employees to contribute, normally through payroll deductions, up to 10% of their earnings for the purchase of the Company’s common stock at a discounted price per share. The price at which common stock is purchased under the ESPP is equal to 85% of the fair market value of the Company’s common stock on the first or last day of the offering period, whichever is lower. The ESPP provides for separate six-month offering periods beginning on May 15 and November 15 of each year.
Shares of common stock purchased under the ESPP were 577,758, 464,870 and 307,953, for the years ended December 31, 2024, 2023 and 2022, respectively. The total compensation expense related to the ESPP was $4.7 million, $5.1 million and $4.6 million, for the years ended December 31, 2024, 2023 and 2022, respectively.
The grant date fair value of the stock purchase right granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model. The following assumptions used in the valuation were substantially consistent with the assumptions used to value stock options with the exception of the expected term which was based on the term of each purchase period:
Year Ended December 31,
202420232022
Expected term (in years)
0.50
0.50
0.50
Expected volatility
62.7% – 64.2%
51.5% – 76.6%
81.8% – 92.0%
Risk-free interest rate
4.4% – 5.4%
5.2% – 5.4%
1.5% – 4.5%
Expected dividend yield
—%
—%
—%
As of December 31, 2024, the unrecognized stock-based compensation expense related to the ESPP was $2.5 million, which is expected to be recognized over the remaining term of the offering period of 0.4 years.
v3.25.0.1
Net Loss Per Share
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Net Loss Per Share Net Loss Per Share
The following table sets forth the computation of the basic and diluted net loss per share:
Year Ended December 31,
202420232022
(in thousands, except per share data)
Net loss, basic and diluted
$(436,373)$(479,449)$(654,588)
Net loss per share, basic and diluted
$(3.56)$(4.28)$(6.41)
Weighted-average shares used in computing net loss per share, basic and diluted
122,745 111,988 102,178 
Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share, as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect:
Year Ended December 31,
202420232022
(in thousands)
Stock options
3,990 3,566 2,799 
Restricted stock units5,199 3,474 2,342 
MSUs484 2,261 2,261 
PSUs1,125 389 354 
ESPP obligation209 176 105 
Convertible senior notes8,225 8,225 8,225 
Total19,232 18,091 16,086 
v3.25.0.1
Income Taxes
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
The components of (loss) income before provision for income taxes are as follows:
Year Ended December 31,
202420232022
(in thousands)
United States$(437,179)$(481,405)$(659,757)
Foreign2,090 2,641 6,308 
Total$(435,089)$(478,764)$(653,449)
The components of the provision for income taxes are as follows:
Year Ended December 31,
202420232022
(in thousands)
Current:
State$126$35$127 
Foreign8711,1911,248 
Total current tax expense
9971,2261,375 
Deferred:
Federal 18 
State
Foreign287(541)(257)
Total deferred tax expense
287(541)(236)
Total provision for income taxes
$1,284$685$1,139 
Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows:
As of December 31,
20242023
(in thousands)
Deferred tax assets:
Net operating losses carryforwards
$422,990 $344,314 
Capitalized research and development costs118,340 122,162 
Property, equipment and intangible assets14,429 12,161 
Accruals and reserves
42,043 40,172 
Research and development credits
71,330 62,533 
Stock-based compensation
12,923 18,278 
Lease liabilities
49,538 54,564 
Other
2,379 73 
Total deferred tax assets
733,972 654,257 
Deferred tax liabilities:
Right-of-use asset(36,426)(40,213)
Equity security investments— (9,044)
Other(313)(206)
Total deferred tax liabilities
(36,739)(49,463)
Less: valuation allowance(696,473)(603,747)
Net deferred tax assets$760 $1,047 
    
The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company’s income tax expense for the periods presented:
Year Ended December 31,
202420232022
(in thousands)
Taxes at the statutory federal rate$(91,369)$(100,553)$(137,276)
Change in valuation allowance92,726 114,707 175,916 
Stock-based compensation12,012 8,077 7,905 
Research and development credits(11,000)(14,549)(15,738)
State taxes, net of federal benefits
(15,918)(19,117)(28,522)
Prior period true-up7,962 8,212 — 
Other
6,871 3,908 (1,146)
Total provision for income taxes
$1,284 $685 $1,139 
The Company’s actual tax expense differed from the statutory federal income tax expense using a tax rate of 21% for the years ended December 31, 2024, 2023 and 2022, primarily due to the change in valuation allowance, state income taxes net of federal benefits, withholding taxes, research and development tax credits, and stock-based compensation expenses.
As of December 31, 2024 and 2023, the Company had net operating loss carryforwards of $1.6 billion and $1.4 billion for federal purposes, and $1.4 billion and $1.0 billion for state and local purposes, respectively, which may be subject to limitations as described below. If not utilized, these carryforwards will begin to expire in 2031 for federal purposes, and 2025 for state and local purposes. Federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. Some but not all states conform to the federal treatment of net operating losses.
As of December 31, 2024, the Company had federal and state research and development tax credit carryforwards of $47.9 million, net of reserve of $25.8 million, and $29.7 million, net of reserve of $16.0 million, respectively. As of December 31, 2023, the Company had federal and state research and development tax credit carryforwards of $41.9 million, net of reserve of $22.6 million, and $26.1 million, net of reserve of $14.0 million, respectively. The federal research and development tax credit carryforwards will expire at various dates beginning in the year 2032. The Company’s state research and development tax credit carryforwards do not expire.
Utilization of the net operating loss, or NOL, carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of NOL carryforwards and credits before utilization. Current laws impose substantial restrictions on the utilization of NOL carryforwards and credits in the event of an “ownership change” within a three-year period as defined by the Internal Revenue Code Section 382, or Section 382. If there should be an ownership change, the Company’s ability to utilize its NOL carryforwards and credits could be limited. The Company has not performed a Section 382 analysis.
Realization of the future tax benefits is dependent on the Company’s ability to generate sufficient taxable income within the carryforward period. Due to the Company’s history of U.S. operating losses, the Company believes that the recognition of the deferred tax assets arising from the above-mentioned future tax benefits is currently not more likely than not to be realized and, accordingly, have provided a full valuation allowance against net U.S. deferred tax assets. The net change in total valuation allowance was an increase of $92.7 million, an increase of $114.7 million and an increase of $175.9 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The Company considers the earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. The Company has not recorded a provision for deferred U.S. federal and state income tax expense and foreign withholding taxes on approximately $3.7 million of undistributed earnings of foreign subsidiaries indefinitely reinvested outside the United States. If the foreign earnings are repatriated, the income tax provision would be adjusted in the period the earnings are determined to be no longer indefinitely reinvested outside the United States.
The Company has made an accounting policy election to treat Global Intangible Low-Taxed Income, or GILTI, taxes as a current period expense rather than including these amounts in the measurement of deferred taxes.
Uncertain Tax Positions
The Company records unrecognized tax benefits, where appropriate, for all uncertain income tax positions. The Company recorded unrecognized tax benefits for uncertain tax positions of $42.1 million and $36.9 million as of December 31, 2024 and 2023, respectively, which, if recognized, would not affect the effective income tax rate due to the valuation allowance that currently offsets the deferred tax assets.
A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows:
Year Ended December 31,
202420232022
(in thousands)
Unrecognized tax benefits - Beginning of period$36,946 $29,634 $20,100 
Increases related to current year’s tax positions6,414 8,465 9,233 
(Decreases) increases related to prior years’ tax positions(1,274)(1,153)301 
Unrecognized tax benefits - End of period$42,086 $36,946 $29,634 
The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. During the years ended December 31, 2024, 2023 and 2022, the Company recognized no interest and penalties associated with unrecognized tax benefits. There are no tax positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within twelve months of the reporting date.
Due to the net operating loss carryforwards, all years remain open for income tax examination by tax authorities in the United States, various states and foreign tax jurisdictions in which the Company files tax returns.
v3.25.0.1
Employee Benefit Plan
12 Months Ended
Dec. 31, 2024
Retirement Benefits [Abstract]  
Employee Benefit Plan Employee Benefit Plan
The Company sponsors a defined contribution plan, or a 401(k) plan, and pursuant to its terms, eligible employees can elect to contribute to the 401(k) plan, subject to certain limitations, up to the lesser of the statutory maximum or 100% of eligible compensation on a pre-tax basis. For the years ended December 31, 2024, 2023 and 2022, the Company contributed $7.9 million, $7.1 million and $6.7 million, respectively, to match employee contributions as permitted by the plan. The Company pays the administrative costs for the plan.
v3.25.0.1
Segment and Geographic Information
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Segment and Geographic Information Segment and Geographic Information
The Company operates as one operating segment, and the Company's chief operating decision makers, or the CODMs, are its Co-Chief Executive Officers. The CODMs review segment financial information presented on a consolidated basis, including revenue, gross profit, operating expenses, net loss and adjusted EBITDA, and considers budget-to-actual variances for the purposes of making operating decisions, assessing financial performance and allocating resources. The CODMs do not evaluate operating segment performance using asset information.
The following table presents a summary of the Company's segment information:
Year Ended December 31,
202420232022
(in thousands)
Revenue$739,016 $563,948 $449,538 
Less:
Cost of precision oncology testing (1)
254,551 200,202 141,691 
Cost of development services and other (1)
24,886 18,863 8,126 
Research and development expense (1)
295,866 329,826 341,650 
Sales and marketing expense (1)
328,064 270,132 273,961 
General and administrative expense (1)
133,352 129,247 121,023 
Other segment items (2)
138,670 95,127 217,675 
Net loss$(436,373)$(479,449)$(654,588)
(1)Excludes stock-based compensation and related employer payroll tax payments, contingent consideration, and amortization of intangible assets.
(2)Includes stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, interest income and expense, provision for income taxes, and other income and expense.
The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:
Year Ended December 31,
202420232022
(in thousands)
United States $697,162 $526,524 $420,618 
International41,854 37,424 28,920 
Total revenue
$739,016 $563,948 $449,538 
As of December 31, 2024 and 2023, 99% and 98%, respectively, of the Company’s long-lived assets and right-of-use assets are located in the United States.
v3.25.0.1
Related Party Transactions
12 Months Ended
Dec. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
As discussed in Note 3, Joint Venture, in May 2018, the Company and an affiliate of SoftBank formed and capitalized the Joint Venture to accelerate commercialization of its products in Asia, the Middle East and Africa. Prior to the completion of the Joint Venture Acquisition in June 2022, the Company had consolidated the financial position, results of operations and cash flows of the Joint Venture in its financial statements and all intercompany balances had been eliminated in consolidation.
v3.25.0.1
Subsequent Events
12 Months Ended
Dec. 31, 2024
Subsequent Events [Abstract]  
Subsequent Events Subsequent Events
In February 2025, the Company entered into privately negotiated exchange agreements with certain holders of its 2027 Notes, pursuant to which the Company issued $600.0 million aggregate principal amount of 1.25% Convertible Senior Notes due 2031, or the New Notes, in exchange for the retirement of $659.3 million aggregate principal amount of the 2027 Notes, or the Transaction. The Company will settle conversions of the New Notes by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate of the New Notes is 16.0716 shares of common stock per $1,000 principal amount of the New Notes, which represents an initial conversion price of approximately $62.22 per share of common stock, which reflects a conversion premium of approximately 35% to the last reported sale price of the Company’s common stock on February 6, 2025. The conversion rate and conversion price is subject to customary adjustments upon the occurrence of certain events. Following the closing of the Transaction, $490.7 million in aggregate principal amount of the 2027 Notes remain outstanding with terms unchanged.
In connection with the Transaction, in February 2025, the Company repurchased $45.0 million of shares of its common stock from certain participants in the Transaction through a financial intermediary at a price of $46.09 per share, which was the last reported sale price of its common stock on February 6, 2025.
v3.25.0.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Net loss $ (436,373) $ (479,449) $ (654,588)
v3.25.0.1
Insider Trading Arrangements
3 Months Ended 12 Months Ended
Dec. 31, 2024
shares
Dec. 31, 2024
shares
Trading Arrangements, by Individual    
Material Terms of Trading Arrangement  
During the fiscal quarter ended December 31, 2024, none of our directors or officers adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K, except as described in the table below:
Name and Title of InsiderAdoption, Modification or TerminationApplicable DateDuration of Trading Arrangement
Rule 10b5-1 Trading Arrangement?
(Y / N) (1)
Aggregate Number of Securities Subject to the Trading Arrangement
AmirAli Talasaz, Co-Chief Executive Officer and Director(2)
Adoption12/17/20245/1/2025 - 4/30/2026Y540,000 
______________
(1)Denotes whether the trading plan is intended to satisfy the affirmative defense of Rule 10b5-1(c) when adopted.
(2)The plan was adopted by a trust as to which Mr. Talasaz has voting and dispositive power over the shares held by the trust.
Non-Rule 10b5-1 Arrangement Adopted false  
Rule 10b5-1 Arrangement Terminated false  
Non-Rule 10b5-1 Arrangement Terminated false  
AmirAli Talasaz [Member]    
Trading Arrangements, by Individual    
Name AmirAli Talasaz  
Title Co-Chief Executive Officer and Director  
Rule 10b5-1 Arrangement Adopted true  
Adoption Date 12/17/2024  
Arrangement Duration 364 days  
Aggregate Available 540,000 540,000
v3.25.0.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true
v3.25.0.1
Cybersecurity Risk Management and Strategy Disclosure
12 Months Ended
Dec. 31, 2024
Cybersecurity Risk Management, Strategy, and Governance [Line Items]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]
The security of our sensitive business-related information and the personal information we collect, as well as our information systems, is important for our business. In the normal course of business, we may collect and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets, intellectual property, information regarding study participants in connection with clinical studies, sensitive third-party information and employee information. We manage and maintain our applications and data utilizing a combination of on-site systems and cloud-based data centers. We utilize external security and infrastructure vendors to manage parts of our data centers. To protect this information, we have implemented a cybersecurity program, and have established oversight mechanisms designed to provide effective cybersecurity governance, risk management, and timely incident response. Our cybersecurity program takes into account recognized cybersecurity industry frameworks and standards including NIST-CSF, ISO 27001/27002 as well as HIPAA.
Our cybersecurity policies require that we implement and maintain monitoring and detection programs, network security precautions, encryption of critical data, and management of third-party risk. We maintain various protections designed to safeguard against cyberattacks, including but not limited to attack surface management, anti-phishing secure email gateways, log monitoring and analysis, cloud security posture management, endpoint detection and response, and network intrusion detection and prevention systems. We also have processes in place to prevent unauthorized access to data processing systems and facilities, including two-factor authentication, tiered approval processes and password complexity, and our employees and applicable contractors undergo mandatory privacy and security trainings annually. We have established and periodically test our disaster recovery plan and we protect against business interruption by backing up our major systems. In addition, we periodically scan our environment for any vulnerabilities, perform penetration testing and engage third parties to assess the effectiveness of our data security practices and compliance with applicable practices and standards. In addition, we maintain a third-party risk register to identify, prioritize and track risks, including those associated with our use of third-party service providers. We also maintain cybersecurity insurance coverage though it may not be sufficient to cover all costs of a cybersecurity incident.
Cybersecurity Risk Management Processes Integrated [Flag] true
Cybersecurity Risk Management Processes Integrated [Text Block]
The security of our sensitive business-related information and the personal information we collect, as well as our information systems, is important for our business. In the normal course of business, we may collect and store personal information and other sensitive information, including proprietary and confidential business information, trade secrets, intellectual property, information regarding study participants in connection with clinical studies, sensitive third-party information and employee information. We manage and maintain our applications and data utilizing a combination of on-site systems and cloud-based data centers. We utilize external security and infrastructure vendors to manage parts of our data centers. To protect this information, we have implemented a cybersecurity program, and have established oversight mechanisms designed to provide effective cybersecurity governance, risk management, and timely incident response. Our cybersecurity program takes into account recognized cybersecurity industry frameworks and standards including NIST-CSF, ISO 27001/27002 as well as HIPAA.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]
Our cybersecurity program is led by a team of cybersecurity professionals. The program incorporates aspects of industry-standard frameworks, policies and practices designed to protect the privacy and security of our sensitive information. Senior members of our management, including our Chief Information Security Officer and Chief Information Officer, each of whom has over 10 years of experience in various roles involving information technology, including security, auditing, compliance, systems and programming, are responsible for assessing cybersecurity risk. Cybersecurity risk management is performed by the senior leadership of the cybersecurity team as well as members of our legal and privacy teams where relevant. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management processes described above, including the operation and testing of our incident response plan. Additionally, our threat intelligence program issues a semi-annual report briefing to inform the security team about relevant cybersecurity events, significant vulnerabilities and vendor-related incidents.
Our Chief Information Security Officer reports to the full Board of Directors and the Nominating and Corporate Governance Committee on two occasions per year on information security and cybersecurity matters, or more frequently as needed. These reports generally cover various topics, which may include summaries of recent industry events or notable topics that may influence our cybersecurity risk perspective and security priorities; any actions taken in response to such events or topics; and a review of our top cybersecurity concerns and priorities. Our Nominating and Corporate Governance Committee has oversight responsibility for our data security practices and we believe the committee has the requisite skills and visibility into the design and operation of our data security practices to fulfill this responsibility effectively.
Despite the implementation of our cybersecurity program, our security measures cannot guarantee that a significant cyberattack will not occur. A successful attack on our information technology systems could have significant consequences to the business. As of the date of this Annual Report on Form 10-K, we are not aware of any material cybersecurity incidents or threats that have impacted our business. However, we and our customers have
experienced cybersecurity incidents and routinely face risks of cybersecurity incidents, wholly or partially beyond our control, as we rely heavily on our information technology systems. While we devote resources to our security measures to protect our systems and information, these measures cannot provide absolute security. See Part I, Item 1A. “Risk Factors” of this Annual Report on Form 10-K for additional information about the risks to our business associated with a cybersecurity incident affecting our information technology systems.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Chief Information Security Officer reports to the full Board of Directors and the Nominating and Corporate Governance Committee on two occasions per year on information security and cybersecurity matters, or more frequently as needed.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Chief Information Security Officer reports to the full Board of Directors and the Nominating and Corporate Governance Committee on two occasions per year on information security and cybersecurity matters, or more frequently as needed. These reports generally cover various topics, which may include summaries of recent industry events or notable topics that may influence our cybersecurity risk perspective and security priorities; any actions taken in response to such events or topics; and a review of our top cybersecurity concerns and priorities. Our Nominating and Corporate Governance Committee has oversight responsibility for our data security practices and we believe the committee has the requisite skills and visibility into the design and operation of our data security practices to fulfill this responsibility effectively.
Cybersecurity Risk Role of Management [Text Block]
Our cybersecurity program is led by a team of cybersecurity professionals. The program incorporates aspects of industry-standard frameworks, policies and practices designed to protect the privacy and security of our sensitive information. Senior members of our management, including our Chief Information Security Officer and Chief Information Officer, each of whom has over 10 years of experience in various roles involving information technology, including security, auditing, compliance, systems and programming, are responsible for assessing cybersecurity risk. Cybersecurity risk management is performed by the senior leadership of the cybersecurity team as well as members of our legal and privacy teams where relevant. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management processes described above, including the operation and testing of our incident response plan. Additionally, our threat intelligence program issues a semi-annual report briefing to inform the security team about relevant cybersecurity events, significant vulnerabilities and vendor-related incidents.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block]
Our cybersecurity program is led by a team of cybersecurity professionals. The program incorporates aspects of industry-standard frameworks, policies and practices designed to protect the privacy and security of our sensitive information. Senior members of our management, including our Chief Information Security Officer and Chief Information Officer, each of whom has over 10 years of experience in various roles involving information technology, including security, auditing, compliance, systems and programming, are responsible for assessing cybersecurity risk. Cybersecurity risk management is performed by the senior leadership of the cybersecurity team as well as members of our legal and privacy teams where relevant. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management processes described above, including the operation and testing of our incident response plan. Additionally, our threat intelligence program issues a semi-annual report briefing to inform the security team about relevant cybersecurity events, significant vulnerabilities and vendor-related incidents.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The program incorporates aspects of industry-standard frameworks, policies and practices designed to protect the privacy and security of our sensitive information. Senior members of our management, including our Chief Information Security Officer and Chief Information Officer, each of whom has over 10 years of experience in various roles involving information technology, including security, auditing, compliance, systems and programming, are responsible for assessing cybersecurity risk.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] The program incorporates aspects of industry-standard frameworks, policies and practices designed to protect the privacy and security of our sensitive information. Senior members of our management, including our Chief Information Security Officer and Chief Information Officer, each of whom has over 10 years of experience in various roles involving information technology, including security, auditing, compliance, systems and programming, are responsible for assessing cybersecurity risk. Cybersecurity risk management is performed by the senior leadership of the cybersecurity team as well as members of our legal and privacy teams where relevant. These individuals are informed about, and monitor the prevention, mitigation, detection and remediation of cybersecurity incidents through their management of, and participation in, the cybersecurity risk management processes described above, including the operation and testing of our incident response plan. Additionally, our threat intelligence program issues a semi-annual report briefing to inform the security team about relevant cybersecurity events, significant vulnerabilities and vendor-related incidents.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.0.1
Summary of Significant Accounting Policies (Policies)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Basis of Presentation and Consolidation
Basis of Presentation and Consolidation
The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, or GAAP, and in conjunction with the rules and regulations of the Securities and Exchange Commission, or the SEC. The accompanying consolidated financial statements include the accounts of Guardant Health, Inc., its consolidated Joint Venture (see Note 3, Joint Venture), and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The Company adjusted the accompanying consolidated balance sheet as of December 31, 2023 to separately present accounts payable and accrued expenses, inclusive of accrued compensation. In addition, certain other reclassifications of prior period amounts were made to conform with the current period presentation. The Company determined the adjustment is immaterial based on consideration of quantitative and qualitative factors.
The Company believes that its existing cash, cash equivalents, and marketable debt securities as of December 31, 2024 will be sufficient to allow the Company to fund its current operating plan through at least a period of one year after the date the accompanying consolidated financial statements are issued. As the Company continues to incur losses, its transition to profitability is dependent upon a level of revenues adequate to support the Company’s cost
structure. If the Company’s transition to profitability is not consistent with its current operating plan, the Company may have to seek additional capital.
Use of Estimates
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make certain estimates, judgments and assumptions that affect the reported amounts of assets and liabilities and the related disclosures at the date of the consolidated financial statements, as well as the reported amounts of revenues and expenses during the periods presented. The Company bases its estimates on historical experience and other market-specific or other relevant assumptions that it believes to be reasonable under the circumstances. Estimates are used in several areas including, but not limited to, estimation of variable consideration, estimation of credit losses, standalone selling price allocation included in contracts with multiple performance obligations, goodwill and identifiable intangible assets, stock-based compensation, incremental borrowing rate for operating leases, contingencies, certain inputs into the provision for income taxes, including related reserves, valuation of non-marketable securities, among others. These estimates generally involve complex issues and require judgments, involve the analysis of historical results and prediction of future trends, can require extended periods of time to resolve and are subject to change from period to period. Actual results may differ materially from management’s estimates.
Segment Information
Segment Information
The Company operates as one operating and reportable segment. The Company's chief operating decision makers are its Co-Chief Executive Officers, who review financial information presented on a consolidated basis for the purposes of making operating decisions, assessing financial performance and allocating resources.
Cash, Cash Equivalents and Restricted Cash
Cash, Cash Equivalents and Restricted Cash
Cash equivalents consist of highly liquid investments with original maturities at the time of purchase of three months or less. Cash equivalents include bank demand deposits and money market accounts that invest primarily in U.S. government-backed securities and treasuries. Cash equivalents are carried at cost, which approximates their fair value.
Marketable Debt Securities
Marketable Debt Securities
Marketable debt securities consist primarily of high-grade U.S. government and agency securities and corporate bonds. Marketable debt securities with original maturities at the time of purchase between three and twelve months from balance sheet dates are classified as short-term marketable debt securities and those with maturities over twelve months from balance sheet dates are classified as long-term marketable debt securities. The Company classifies all marketable debt securities as available-for-sale, which are recorded at fair value. Unrealized gains and losses are included in accumulated other comprehensive gain (loss) in stockholders’ equity (deficit). Any premium or discount arising at purchase is amortized or accreted to interest income or expense.
The Company periodically evaluates its available-for-sale marketable debt securities for impairment. When the fair value of a marketable debt security is below its amortized cost, the amortized cost is reduced to its fair value if it is more likely than not that the Company is required to sell the impaired security before recovery of its amortized cost basis, or the Company has the intention to sell the security. If neither of these conditions are met, the Company determines whether the impairment is due to credit losses by comparing the present value of the expected cash flows of the security with its amortized cost basis. The amount of impairment recognized is limited to the excess of the amortized cost over the fair value of the security. An allowance for credit losses for the excess of amortized cost over the expected cash flows is recorded in other income (expense), net on the consolidated statements of operations. Impairment losses that are not credit-related are included in accumulated other comprehensive gain (loss) in stockholders’ equity (deficit).
Non Marketable Securities
Non-Marketable Securities
The Company acquires certain equity investments in private companies to promote business and strategic objectives. The Company's investments in non-marketable equity securities do not give the Company the ability to control or exercise significant influence over the investees. One of the investees is concluded to be a variable interest entity, or
VIE, but the Company is deemed not to be the primary beneficiary as the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company's non-marketable equity and other related investments totaled $16.1 million and $8.6 million as of December 31, 2024, and 2023, respectively, and are included in other assets, net on the accompanying consolidated balance sheets.
Non-marketable securities are recorded at cost, subject to periodic impairment reviews and adjustments for observable price changes from orderly transactions. The Company's evaluation of impairment of such non-marketable securities is based on adverse changes in market conditions and the regulatory or economic environment; qualitative and quantitative analysis of the operating performance and financial condition of the investee; changes in operating structure or management of the investee; and additional funding requirements of the investee. As a result of the evaluation, the Company recorded an impairment of $22.1 million for the year ended December 31, 2023 for one of its non-marketable equity security investments, included in other income (expense), net on the accompanying consolidated statements of operations. In addition, in connection with the investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the investee, on or before December 31, 2022. In September 2022, the Company decided not to exercise such rights to purchase the investee and recorded an impairment of $5.3 million for the year ended December 31, 2022, included in other income (expense), net on the accompanying consolidated statements of operations.
Pursuant to another investment in non-marketable securities purchased by the Company, the Company acquired rights to purchase the investee at a pre-determined price subject to additional adjustments based on the performance of the Company, on or before October 1, 2023, and acquired rights to obtain the exclusive license of the investee's certain technologies. In June 2023, the Company decided not to exercise such rights and recorded an impairment of $7.0 million for the year ended December 31, 2023, included in other income (expense), net on the accompanying consolidated statements of operations.
No other impairment or downward adjustments to the carrying value of the Company's non-marketable securities have been otherwise recorded.
Concentration of Risk
Concentration of Risk
The Company is subject to credit risk from its portfolio of cash equivalents, restricted cash and investments in marketable debt securities. The Company limits its exposure to credit losses by investing in money market funds through a U.S. bank with high credit ratings. The Company’s cash may consist of deposits held with banks that may at times exceed federally insured limits, however, its exposure to credit risk in the event of default by the financial institution is limited to the extent of amounts recorded on the consolidated balance sheets. The Company performs evaluations of the relative credit standing of these financial institutions to limit the amount of credit exposure.
The Company also invests in investment‑grade debt instruments and has policy limits for the amount it can invest in any one type of security, except for securities issued or guaranteed by the U.S. government. The goals of the Company’s investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after‑tax rate of return. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, investment type and issuer, as a result, the Company is not exposed to any significant concentrations of credit risk from these financial instruments.
The Company is subject to credit risk from its accounts receivable. The majority of the Company’s accounts receivable arises from the provision of precision oncology services and development services and other, primarily with biopharmaceutical companies and international laboratory partners, all of which have high credit ratings. The Company has not experienced any material losses related to receivables from individual customers, or groups of customers. The Company does not require collateral. Accounts receivable are recorded net of allowance for credit losses, if any.
Accounts Receivable, Net
Accounts Receivable, Net
Accounts receivable represent valid claims against commercial and governmental payers, biopharmaceutical companies, research institutes, international laboratory partners and distributors, including unbilled receivables, and royalty payments due from third parties for licensing the Company’s technologies. Unbilled receivables include balances due from biopharmaceutical customers related to development services and other revenues that are recognized upon the achievement of performance-based milestones but prior to the achievement of contractual billing rights. As of December 31, 2024 and 2023, the Company had unbilled receivables of $3.4 million and $4.9 million, respectively.
The Company evaluates the collectability of its accounts receivable based on historical collection trends, the financial condition of payment partners, and external market factors and provides for an allowance for potential credit losses based on management’s best estimate of the amount of probable credit losses.
Inventory, Net
Inventory, Net
Inventories are stated at the lower of cost or net realizable value on a first-in, first-out basis. Inventory consisted entirely of supplies, which are consumed when providing tests, and therefore the Company does not maintain any finished goods inventory.
In order to assess the ultimate realization of inventories, the Company is required to make judgments as to future demand requirements compared to current or committed inventory levels. The Company periodically reviews its inventories for excess or obsolescence and writes down obsolete or otherwise unmarketable inventory to its estimated net realizable value. If the actual net realizable value is less than that estimated by the Company, or if it is determined that inventory utilization will further diminish based on estimates of demand, additional inventory write-downs may be required. Amounts written-down due to unmarketable inventory are recorded in cost of precision oncology testing and cost of development services and other, as appropriate.
Property and Equipment, Net
Property and Equipment, Net
Property and equipment are recorded at cost. Depreciation is computed over estimated useful lives of the related assets using the straight-line method. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. The Company periodically reviews the depreciable lives assigned to property and equipment placed in service and changes the estimates of useful lives, if necessary. Maintenance and repairs that do not improve or extend the lives of the respective assets are expensed as incurred.
Goodwill and Intangible Assets, net
Goodwill and Intangible Assets, net
Goodwill represents the excess of the purchase price over the fair value of net identifiable assets and liabilities. Goodwill is not amortized but is tested for impairment at least annually during the fourth fiscal quarter, or if circumstances indicate its value may no longer be recoverable. The Company continues to operate in one segment, which is considered to be the sole reporting unit and, therefore, goodwill is tested for impairment at the enterprise level. As of December 31, 2024, there has been no impairment of goodwill.
Intangible assets are carried at cost, net of accumulated amortization. The Company does not have intangible assets with indefinite useful lives other than goodwill. Amortization is recorded on a straight-line basis over the intangible asset's useful life, which is approximately 6—12 years.
Impairment for Long-Lived Assets
Impairment for Long-Lived Assets
The Company evaluates its long-lived assets, including property and equipment, finite-lived intangible assets, and right-of-use assets, for impairment whenever events or changes in business circumstances indicate that the carrying amount of the asset may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value.
Leases
Leases
The Company determines if an arrangement contains a lease at inception. Operating lease right-of-use, or ROU, assets and operating leases liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. ROU assets also include any initial direct costs incurred and any lease payments made at or before the lease commencement date, less lease incentives received or receivable. The Company uses its incremental borrowing rate based on the information available at the commencement date in determining the lease liabilities, as the Company's leases generally do not provide an implicit rate. Lease terms may include options to extend or terminate when the Company is reasonably certain the option will be exercised. Lease expense is recognized on a straight-line basis over the lease term. The Company also has lease arrangements with lease and non-lease components. The Company elected the practical expedient not to separate non-lease components from lease components for the Company’s facility leases. The Company also elected to apply the short-term lease measurement and recognition exemption in which ROU assets and lease liabilities are not recognized for leases with terms of 12 months or less.
Convertible Senior Notes
Convertible Senior Notes
Convertible senior notes are accounted for as a liability and measured at their amortized cost. Transaction costs related to the issuance of the notes are netted with the liability and are amortized to interest expense over the term of the notes, using an effective interest rate method.
Revenue Recognition
Revenue Recognition
The Company derives revenue from the provision of precision oncology testing services, as well as from development services and other. Precision oncology testing revenue includes amounts derived from the delivery of the Company's precision oncology tests, including those tests delivered by labs operated by our strategic partners. Development services include companion diagnostic development and regulatory approval, clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. Other revenue includes amounts derived from licensing the Company's technologies, kit fulfillment, and delivery of the Company's Shield screening tests. The Company currently receives payments from third-party commercial and governmental payers, certain hospitals and oncology centers and individual patients, as well as biopharmaceutical companies, research institutes, international laboratory partners and distributors.
Revenues are recognized when control of services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those services. FASB ASC Topic 606, Revenue from Contracts with Customers, provides for a five-step model that includes identifying the contract with a customer, identifying the performance obligations in the contract, determining the transaction price, allocating the transaction price to the performance obligations, and recognizing revenue when, or as, an entity satisfies a performance obligation.
Precision oncology testing
The Company recognizes revenue from the sale of its precision oncology tests for clinical customers, including certain hospitals, cancer centers, other institutions and patients, at the time results of the test are reported to physicians. Most precision oncology tests requested by clinical customers are sold without a written agreement; however, the Company determines an implied contract exists with its clinical customers. The Company identifies each sale of its test to a clinical customer as a single performance obligation. With the exception of certain limited contracted arrangements with insurance carriers and other institutions where the transaction price is fixed, a stated contract price does not exist and the transaction price for each implied contract with clinical customers represents variable consideration. The Company estimates the variable consideration under the portfolio approach and considers the historical reimbursement data from third-party commercial and governmental payers and patients, as well as known or anticipated reimbursement trends not reflected in the historical data. The Company monitors the estimated amount to be collected in the portfolio at each reporting period based on actual cash collections in order to assess whether a revision to the estimate is required. Both the estimate and any subsequent revision contain uncertainty and require the use of significant judgment in the estimation of the variable consideration and application of the constraint for such variable consideration. The Company analyzes its actual cash collections over the expected reimbursement period and compares it with the estimated variable consideration for each portfolio and any difference is recognized as an adjustment to estimated revenue after the expected reimbursement period, subject to assessment of the risk of cumulative future revenue reversal.
Revenue from sales of precision oncology tests to biopharmaceutical customers are based on a negotiated price per test or on the basis of an agreement to provide certain testing volume over a defined period. The Company identifies its promise to transfer a series of distinct tests to biopharmaceutical customers as a single performance obligation. Precision oncology tests to biopharmaceutical customers are generally billed at a fixed price for each test performed. For agreements involving testing volume to be satisfied over a defined period, revenue is recognized over time based on the number of tests performed as the performance obligation is satisfied over time. Results of the Company’s precision oncology services are delivered electronically, and as such there are no shipping or handling fees incurred by the Company or billed to customers.
Development services and other
The Company performs development services for its biopharmaceutical customers utilizing its precision oncology information platform. Development services typically represent a single performance obligation as the Company performs a significant integration service, such as analytical validation and regulatory submissions. The individual promises are not separately identifiable from other promises in the contracts and, therefore, are not distinct. However, under certain contracts, a biopharmaceutical customer may engage the Company for multiple distinct development services which are both capable of being distinct and separately identifiable from other promises in the contracts and, therefore, distinct performance obligations.
The Company collaborates with biopharmaceutical companies in the development of new drugs. As part of these collaborations, the Company provides services related to regulatory filings to support companion diagnostic device submissions for the Company’s testing panels. Under these collaborations, the Company generates revenue from achievement of milestones, as well as provision of on-going support. For the companion diagnostic development and regulatory approval services performed, the Company is compensated through a combination of an upfront fee and performance-based, non-refundable regulatory and other developmental milestone payments. The transaction price of these contracts typically represents variable consideration. Application of the constraint for variable consideration to milestone payments is an area that requires significant judgment. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be managed to achieve the respective milestone and the level of effort and investment required to achieve the respective milestone. In making this assessment, the Company considers its historical experience with similar milestones, the degree of complexity and uncertainty associated with each milestone, and whether achievement of the milestone is dependent on parties other than the Company. The constraint for variable consideration is applied to the contract price such that it is probable a significant cumulative reversal of revenue will not occur when the uncertainty associated with the contingency is resolved. Application of the constraint for variable consideration is assessed and updated at each reporting period as a revision to the estimated transaction price.
The Company recognizes companion diagnostic development and regulatory approval services revenue over the period in which biopharmaceutical research and development services are provided. Specifically, the Company recognizes revenue using an input method to measure progress, utilizing costs incurred to-date relative to total expected costs as its measure of progress. The Company assesses the changes to the total expected cost estimates as well as any incremental fees negotiated resulting from changes to the scope of the original contract in determining the revenue recognition at each reporting period. For development of new products or services under these arrangements, costs incurred before technological feasibility is reached are included as research and development expenses in the Company’s consolidated statements of operations, while costs incurred thereafter are recorded as cost of development services and other.
The Company also recognizes revenue from other development services, in addition to companion diagnostic development and regulatory approval services noted above, such as clinical study setup, monitoring and maintenance, testing development and support, GuardantConnect and GuardantINFORM. These revenues are generally recognized over time based on an input method to measure progress in the period when the associated services have been performed.
In addition, the Company licenses its digital sequencing technologies to its domestic customers and international laboratory partners. For the licensed technology, the Company is compensated through royalty-based payments, non-refundable upfront payments, guaranteed minimum payments, and/or sample milestone payments. Depending on the nature of the technology licensing arrangements, and considering factors including but not limited to enforceable right to payment and payment terms, and if an asset with alternative use is created, these revenues are recognized in the period when royalty-bearing sales occur, when the technology transfer is complete or over the technology transfer period. Other revenue also includes kit fulfillment, which is recognized when such products are delivered. In addition, other revenue includes amounts derived from delivery of the Company's Shield screening tests.
For the years ended December 31, 2024, 2023 and 2022, the Company recorded $35.3 million, $14.2 million and $8.8 million, respectively, as revenue related to performance obligations satisfied in prior periods.
Contracts with multiple performance obligations
Contracts with biopharmaceutical customers and international laboratory partners may include multiple distinct performance obligations, such as provision of precision oncology testing, the above-mentioned development services, and digital sequencing technology licensing, among others. The Company evaluates the terms and conditions included within its contracts with biopharmaceutical customers and international laboratory partners to ensure appropriate revenue recognition, including whether services are considered distinct performance obligations that should be accounted for separately versus together. The Company first identifies material promises, in contrast to immaterial promises or administrative tasks, under the contract, and then evaluates whether these promises are both capable of being distinct and distinct within the context of the contract. In assessing whether a promised service is capable of being distinct, the Company considers whether the customer could benefit from the service either on its own or together with other resources that are readily available to the customer, including factors such as the research, development, and commercialization capabilities of a third party as well as the availability of the associated expertise in the general marketplace. In assessing whether a promised service is distinct within the context of the contract, the Company considers whether it provides a significant integration of the services, whether the services significantly modify or customize one another, or whether the services are highly interdependent or interrelated.
For contracts with multiple performance obligations, the transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. The Company determines standalone selling price by considering the historical selling price of these performance obligations in similar transactions as well as other factors, including, but not limited to, the price that customers in the market would be willing to pay, competitive pricing of other vendors, industry publications and current pricing practices, and expected costs of satisfying each performance obligation plus appropriate margin; or by using the residual approach if standalone selling price is not observable, by reference to the total transaction price less the sum of the observable standalone selling prices of other performance obligations promised in the contract.
Deferred revenue
Deferred revenue, which is a contract liability, consists primarily of payments received in advance of revenue recognition from contracts with customers. For example, development services and other contracts with biopharmaceutical customers often contain upfront payments which results in the recording of deferred revenue to the extent cash is received prior to the Company’s performance of the related services. Contract liabilities are
relieved as the Company performs its obligations under the contract and revenue is consequently recognized. As of December 31, 2024 and 2023, the Company's deferred revenue balance was $41.6 million and $22.9 million, respectively, of which $6.1 million and $5.0 million was considered long-term and recorded within other long-term liabilities on the accompanying consolidated balance sheets. Revenue recognized in the year ended December 31, 2024 that was included in the deferred revenue balance as of December 31, 2023 was $14.5 million, and revenue recognized in the year ended December 31, 2023 that was included in the deferred revenue balance as of December 31, 2022 was $13.9 million, respectively.
Transaction price allocated to the remaining performance obligations
Transaction price allocated to remaining performance obligations represents contracted revenue that has not yet been recognized, which includes deferred revenue and non-cancelable amounts that will be invoiced and recognized as revenues in future periods. The Company expects to recognize substantially all of the remaining transaction price in the next 1-2 years.
Costs of Precision Oncology Testing
Costs of Precision Oncology Testing
Cost of precision oncology testing generally consists of cost of materials, cost of labor, including bonus, benefit and stock-based compensation, equipment and infrastructure expenses associated with processing test samples (including sample accessioning, library preparation, sequencing, and quality control analyses), freight, curation of test results for physicians, phlebotomy, and license fees due to third parties. Infrastructure expenses include depreciation of laboratory equipment, lease costs, amortization of leasehold improvements, and information technology costs. Costs associated with performing the Company’s tests are recorded as the tests are performed regardless of whether revenue was recognized with respect to that test.
Cost of Development Services and Other
Cost of Development Services and Other
Cost of development services and other primarily includes costs incurred for the performance of development services requested by the Company’s biopharmaceutical customers, and costs associated with the Company's partnership agreements and delivery of the Company's Shield screening tests. For development of new products, costs incurred before technological feasibility has been achieved are reported as research and development expenses, while costs incurred thereafter are reported as cost of development services and other.
Research and Development Expenses
Research and Development Expenses
Research and development expenses consist of costs incurred to develop technology and include salaries and benefits including stock-based compensation, reagents and supplies used in research and development laboratory work, infrastructure expenses, including facility occupancy and information technology costs, contract services, other outside costs and costs to develop the Company's technology capabilities. Research and development expenses also include costs related to activities performed under contracts with biopharmaceutical companies before technological feasibility has been achieved. Research and development costs are expensed as incurred. Payments made prior to the receipt of goods or services to be used in research and development are deferred and recognized as expense in the period in which the related goods are received or services are rendered. Costs to develop technology capabilities are recorded as research and development expenses unless they meet the criteria to be capitalized as internal-use software costs.
Advertising
Advertising
The Company expenses advertising costs as incurred.
Stock-Based Compensation
Stock‑Based Compensation
Stock‑based compensation related to stock options granted to the Company’s and the Joint Venture's employees, directors and nonemployees is measured at the grant date based on the fair value of the award. The fair value is recognized as expense over the requisite service period, which is generally the vesting period of the respective awards. Compensation expense for stock options with performance metrics is calculated based upon expected achievement of the metrics specified in the grant.
The Company uses the Black‑Scholes option‑pricing model to estimate the fair value of stock options granted under the 2012 Stock Plan (as amended and restated), or the 2012 Plan, the 2018 Incentive Award Plan, or the 2018 Plan, the former Joint Venture's 2020 Equity Incentive Plan (see Note 11, Stock-Based Compensation), and the 2023 Employment Inducement Incentive Award Plan, or the 2023 Plan, and stock purchase rights granted under the 2018
Employee Stock Purchase Plan. The Black-Scholes option-pricing model requires assumptions to be made related to the expected term of an award, expected volatility, risk-free rate and expected dividend yield.
The Company measures the grant date fair value of its service-based and performance-based restricted stock units issued to employees and non-employees based on the closing market price of the common stock on the date of grant. For restricted stock units with only service-based vesting conditions, compensation expense is recognized in the Company’s consolidated statement of operations on a straight-line basis over the requisite service period. Compensation expense for restricted stock units with performance metrics, or PSUs, is calculated based upon expected achievement of the metrics specified in the grant, and is recognized in the Company’s consolidated statement of operations using an accelerated attribution model over the requisite service period for each separately vesting portion of the award. No stock-based compensation expense is recorded for PSUs, unless it is determined to be probable that the related performance metrics will be met. In addition, a cumulative adjustment will be recorded in the period when the probability of achieving the related performance metrics is adjusted. Any PSUs that remain unvested at the end of the performance period will be forfeited. Forfeitures are accounted for as they occur.
For market-based restricted stock units, or MSUs, the Company derived the grant date fair value and requisite service period using the Monte Carlo simulation model and the related compensation expense was recognized over the derived service period using an accelerated attribution model commencing on the grant date. Stock-based compensation expense was recorded regardless of whether the market conditions were achieved or not. The MSUs were fully expensed as of June 30, 2022.
Income Taxes
Income Taxes
Income taxes are recorded using an asset and liability approach. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases using enacted tax rates in effect for the year in which the differences are expected to affect taxable income. Tax benefits are recognized when it is more likely than not that a tax position will be sustained during an audit. Deferred tax assets are reduced by a valuation allowance if current evidence indicates that it is considered more likely than not that these benefits will not be realized.
The Company’s tax positions are subject to income tax audits. The Company recognizes the tax benefit of an uncertain tax position only if it is more likely than not that the position is sustainable upon examination by the taxing authority, based on the technical merits. The tax benefit recognized is measured as the largest amount of benefit which is more likely than not to be realized upon settlement with the taxing authority. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in its tax provision. The Company evaluates uncertain tax positions on a regular basis. The evaluations are based on a number of factors, including changes in facts and circumstances, changes in tax law, correspondence with tax authorities during the course of the audit, and effective settlement of audit issues. The provision for income taxes includes the effects of any accruals that the Company believes are appropriate, as well as the related net interest and penalties.
Net Loss Per Share
Net Loss Per Share
The Company calculates basic net loss per share by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period. The diluted net loss per share is computed by giving effect to all potential dilutive common stock equivalents outstanding for the period determined using the treasury stock method or the as-if converted method, as appropriate. For purposes of this calculation, stock options, restricted stock units, shares issuable pursuant to the employee stock purchase plan, and contingently issuable shares under the convertible senior notes are considered common stock equivalents but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive.
Accounting Pronouncements Adopted and Accounting Pronouncements Not Yet Adopted
Accounting Pronouncements Adopted
In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires an enhanced disclosure of significant segment expenses on an annual and interim basis. This guidance is effective for the annual reporting periods beginning the year ended December 31, 2024, and will be effective for interim reporting periods beginning January 1, 2025, and should be applied retrospectively. The Company adopted this pronouncement retrospectively in
the fiscal year of 2024 and provided required disclosures in Note 15 Segment and Geographic Information to the consolidated financial statements.
New Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which amended existing income tax disclosure guidance, primarily requiring more detailed disclosures on the effective tax rate reconciliation and income taxes paid. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2025, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company expects to provide required disclosures upon the effective date.
In November 2024, the FASB issued ASU No. 2024-03, Income Statement-Reporting Comprehensive Income (Topic 220): Expense Disaggregation Disclosures, which requires additional disclosures of specified information about certain costs and expenses in the notes to financial statements. This guidance will be effective for annual reporting periods beginning the year ended December 31, 2027, and for interim reporting periods beginning January 1, 2028, with early adoption permitted and can be applied on either a prospective or retroactive basis. The Company is currently assessing the impact of adopting this accounting pronouncement on its consolidated financial statements.
Fair Value Measurements
Financial instruments consist of cash equivalents, marketable securities, accounts receivable, net, prepaid expenses and other current assets, net, and accounts payable and accrued liabilities. Cash equivalents and marketable securities are stated at fair value. Prepaid expenses and other current assets, net, and accounts payable and accrued liabilities are stated at their carrying value, which approximates fair value due to the short time to the expected receipt or payment date.
Fair value is defined as the exchange price that would be received from sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The identification of market participant assumptions provides a basis for determining what inputs are to be used for pricing each asset or liability. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
A fair value hierarchy has been established which gives precedence to fair value measurements calculated using observable inputs over those using unobservable inputs. This hierarchy prioritized the inputs into three broad levels as follows:
Level 1 - Quoted prices in active markets for identical assets or liabilities.
Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.
v3.25.0.1
Summary of Significant Accounting Policies (Tables)
12 Months Ended
Dec. 31, 2024
Accounting Policies [Abstract]  
Schedules of Concentration of Risk, by Risk Factor
A significant customer is any biopharmaceutical customer, clinical testing payer, or international laboratory partner that represents 10% or more of the Company’s total revenue or accounts receivable balance. Revenue attributable to each significant customer, including its affiliated entities, as a percentage of the Company’s total revenue, for the respective period, and accounts receivable balance attributable to each significant customers, including its affiliated entities, as a percentage of the Company’s total accounts receivable balance, at the respective consolidated balance sheet date, are as follows:
RevenueAccounts Receivable, Net
Year Ended December 31,As of December 31,
20242023202220242023
Customer A
***14 %12 %
Customer B
29 %31 %30 %12 %12 %
Customer C
***11 %10 %
*    less than 10%
Schedule of Property, Plant and Equipment
Estimated useful lives for property and equipment are as follows:
Property and EquipmentEstimated Useful Life
Machinery and equipment
5 years
Furniture and fixtures
7 years
Computer hardware and computer software
3 years
Leasehold improvementsLesser of estimated useful life or remaining lease term
Property and equipment, net consist of the following:
As of December 31,
20242023
(in thousands)
Machinery and equipment
$124,567 $118,117 
Leasehold improvements
103,569 102,298 
Computer hardware
36,497 34,417 
Construction in progress
28,136 7,508 
Furniture and fixtures
7,874 7,999 
Computer software
1,695 2,065 
Property and equipment, gross
302,338 272,404 
Less: accumulated depreciation
(165,525)(127,308)
Property and equipment, net
$136,813 $145,096 
v3.25.0.1
Consolidated Balance Sheet Components (Tables)
12 Months Ended
Dec. 31, 2024
Balance Sheet Related Disclosures [Abstract]  
Schedule of Property, Plant and Equipment
Estimated useful lives for property and equipment are as follows:
Property and EquipmentEstimated Useful Life
Machinery and equipment
5 years
Furniture and fixtures
7 years
Computer hardware and computer software
3 years
Leasehold improvementsLesser of estimated useful life or remaining lease term
Property and equipment, net consist of the following:
As of December 31,
20242023
(in thousands)
Machinery and equipment
$124,567 $118,117 
Leasehold improvements
103,569 102,298 
Computer hardware
36,497 34,417 
Construction in progress
28,136 7,508 
Furniture and fixtures
7,874 7,999 
Computer software
1,695 2,065 
Property and equipment, gross
302,338 272,404 
Less: accumulated depreciation
(165,525)(127,308)
Property and equipment, net
$136,813 $145,096 
Schedule of Accrued Expenses
Accrued expenses consist of the following:
As of December 31,
20242023
(in thousands)
Operating lease liabilities
$29,213 $27,950 
Other
39,132 35,525 
Total accrued expenses
$68,345 $63,475 
v3.25.0.1
Fair Value Measurements, Cash Equivalents and Marketable Securities (Tables)
12 Months Ended
Dec. 31, 2024
Fair Value Disclosures [Abstract]  
Schedule of Fair Value Measurements, Recurring and Nonrecurring
The Company’s financial assets and liabilities subject to fair value measurements on a recurring basis and the level of inputs used in such measurements were as follows:
December 31, 2024
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$57,151 $57,151 $— $— 
Income deposit funds
103,581 — 103,581 — 
U.S. government debt securities
429,294 — 429,294 — 
Total cash equivalents and restricted cash
590,026 57,151 532,875 — 
U.S. government debt securities
314,438 — 314,438 — 
Total short-term marketable debt securities
314,438 — 314,438 — 
Total
$904,464 $57,151 $847,313 $— 
Financial Liabilities:
Contingent consideration
$6,050 $— $— $6,050 
Total$6,050 $— $— $6,050 
December 31, 2023
Fair ValueLevel 1Level 2Level 3
(in thousands)
Financial Assets:
Money market funds
$1,032,500 $1,032,500 $— $— 
Total cash equivalents
1,032,500 1,032,500 — — 
U.S. government debt securities
35,097 — 35,097 — 
Total short-term marketable debt securities
35,097 — 35,097 — 
Long-term marketable equity securities
98,002 98,002 — — 
Total
$1,165,599 $1,130,502 $35,097 $— 
Financial Liabilities:
Contingent consideration
$6,540 $— $— $6,540 
Total
$6,540 $— $— $6,540 
Schedule of Level 3 Financial Instruments
The following tables summarize the activities for the Level 3 financial instruments for the years ended December 31, 2024, 2023 and 2022:
Contingent Consideration
Year Ended December 31,
202420232022
(in thousands)
Fair value — beginning of period$6,540 $6,430 $3,625 
Increase in fair value 1,010 110 4,305 
Settlement(1,500)— (1,500)
Fair value — end of period$6,050 $6,540 $6,430 
Noncontrolling Interest Liability
Year Ended December 31,
202420232022
(in thousands)
Fair value — beginning of period$— $— $78,000 
Increase in fair value — — 99,785 
Settlement— — (177,785)
Fair value — end of period$— $— $— 
Schedule of Cash Equivalents and Marketable Securities'
The following tables summarize the Company’s cash equivalents, restricted cash and marketable debt securities’ amortized costs, gross unrealized gains, gross unrealized losses and estimated fair values by significant investment category:
December 31, 2024
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market funds
$57,151 $— $— $57,151 
Income deposit funds
103,581 — — 103,581 
U.S. government debt securities
743,500 232 — 743,732 
Total
$904,232 $232 $— $904,464 
December 31, 2023
Amortized CostGross Unrealized GainGross Unrealized LossEstimated Fair Value
(in thousands)
Money market funds
$1,032,500 $— $— $1,032,500 
U.S. government debt securities
35,108 — (11)35,097 
Total
$1,067,608 $— $(11)$1,067,597 
v3.25.0.1
Intangible Assets, Net and Goodwill (Tables)
12 Months Ended
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Finite-Lived Intangible Assets
The following table presents details of purchased intangible assets as of December 31, 2024 and 2023:
December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(5,795)$6,091 5.8
Non-compete agreements and other covenant rights
5,100 (4,431)669 1.1
Acquired technology1,600 (1,600)— 0.0
Total intangible assets subject to amortization
18,586 (11,826)6,760 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(11,826)$10,050 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(4,686)$7,200 6.8
Non-compete agreements and other covenant rights5,100 (3,588)1,512 1.9
Acquired technology1,600 (1,333)267 0.3
Total intangible assets subject to amortization
18,586 (9,607)8,979 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(9,607)$12,269 
Schedule of Indefinite-Lived Intangible Assets
The following table presents details of purchased intangible assets as of December 31, 2024 and 2023:
December 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(5,795)$6,091 5.8
Non-compete agreements and other covenant rights
5,100 (4,431)669 1.1
Acquired technology1,600 (1,600)— 0.0
Total intangible assets subject to amortization
18,586 (11,826)6,760 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(11,826)$10,050 
December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountRemaining Weighted-Average Useful Life
(in thousands)(in years)
Intangible assets subject to amortization:
Acquired license$11,886 $(4,686)$7,200 6.8
Non-compete agreements and other covenant rights5,100 (3,588)1,512 1.9
Acquired technology1,600 (1,333)267 0.3
Total intangible assets subject to amortization
18,586 (9,607)8,979 
Intangible assets not subject to amortization:
Goodwill3,290 — 3,290 
Total purchased intangible assets
$21,876 $(9,607)$12,269 
Schedule of Future Amortization Expense
The following table summarizes estimated future amortization expense of finite-lived intangible assets, net:
Year Ending December 31,
(in thousands)
2025$1,670 
20261,212 
20271,107 
20281,109 
2029765 
2030 and thereafter
897 
Total$6,760 
v3.25.0.1
Debt (Tables)
12 Months Ended
Dec. 31, 2024
Debt Disclosure [Abstract]  
Schedule of Long-term Debt Instrument Components
The following table sets forth the net carrying amounts of the 2027 Notes as of December 31, 2024 and 2023:
As of December 31,
20242023
(in thousands)
Principal$1,150,000 $1,150,000 
Less: debt issuance costs, net of amortization(7,453)(10,034)
Net carrying amount$1,142,547 $1,139,966 
Schedule of Interest Expense
The following table sets forth interest expense recognized and effective interest rate represented related to the 2027 Notes:
For the Year Ended December 31,
202420232022
(in thousands)
Amortization of debt issuance costs$2,581 $2,575 $2,569 
Total interest expense recognized$2,581 $2,575 $2,569 
Effective interest rate0.2 %0.2 %0.2 %
v3.25.0.1
Leases (Tables)
12 Months Ended
Dec. 31, 2024
Leases [Abstract]  
Schedule of Lease Information
As of December 31,
20242023
Weighted-average remaining lease term (in years)
7.58.3
Weighted-average discount rate
3.82 %3.87 %
Schedule of Operating Lease Liability Maturities
The following table summarizes the Company's future principal contractual obligations for operating lease commitments as of December 31, 2024:
Year Ending December 31,
(in thousands)
2025$35,709 
202630,193 
202726,156 
202824,300 
202922,946 
2030 and thereafter
80,834 
Total operating lease payments220,138 
Less: imputed interest(26,633)
Total operating lease liabilities$193,505 
v3.25.0.1
Common Stock (Tables)
12 Months Ended
Dec. 31, 2024
Equity [Abstract]  
Schedule of Common Stock Reserved for Future Issuance
The Company’s common stock has been reserved for the following potential future issuances:
As of December 31,
20242023
Shares underlying outstanding stock options
4,631,750 4,012,903
Shares underlying unvested restricted stock units7,020,251 4,346,785
Shares underlying unvested market-based restricted stock units— 2,260,764
Shares underlying unvested performance-based restricted stock units1,290,684 412,490
Shares available for issuance under the 2018 Incentive Award Plan
8,079,498 7,053,406
Shares available for issuance under the 2018 Employee Stock Purchase Plan2,208,577 1,679,635
Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan3,916,766 4,949,988 
Total 27,147,52624,715,971
v3.25.0.1
Stock-Based Compensation (Tables)
12 Months Ended
Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Stock Option Activity
A summary of the Company’s stock option activity under the 2012 Plan, the 2018 Plan and the 2023 Plan, and related information is as follows:
Options Outstanding
Shares
Available for Grant 
Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2022
5,231,624 2,624,974 $29.17 6.5$193,014 
2018 Plan annual increase(1)
3,689,000 — 
Granted(1,051,466)1,051,466 44.86 
Granted in connection with the Joint Venture Acquisition(15,128)15,128 4.90 
Exercised— (228,311)6.29 
Canceled56,391 (60,683)90.84 
Restricted stock units granted(2,995,533)— 
Restricted stock units canceled
490,525 — 
Performance-based restricted stock units granted(26,935)— 
Performance-based restricted stock units canceled59,818 — 
Balance as of December 31, 2022
5,438,296 3,402,574 34.34 6.839,749 
2018 Plan annual increase(1)
3,689,000 — 
Shares authorized under the 2023 Plan5,000,000 — 
Granted(1,000,760)1,000,760 30.80 
Exercised— (51,124)7.93 
Canceled338,570 (339,307)58.45 
Restricted stock units granted(2,436,947)— 
Restricted stock units canceled
1,049,447 — 
Performance-based restricted stock units granted(126,041)— 
Performance-based restricted stock units canceled51,829 — 
Balance as of December 31, 2023
12,003,394 4,012,903 31.76 6.639,115 
2018 Plan annual increase(1)
3,689,000 — 
Granted(1,440,273)1,440,273 27.07 
Exercised— (609,495)5.12 
Canceled211,931 (211,931)49.71 
Restricted stock units granted(5,004,910)— 
Restricted stock units canceled
1,164,260 — 
Market-based restricted stock units canceled2,260,764 — 
Performance-based restricted stock units granted(913,829)— 
Performance-based restricted stock units adjusted for performance achievement
(48,234)— 
Performance-based restricted stock units canceled74,161 — 
Balance as of December 31, 2024
11,996,264 4,631,750 $32.98 7.1$35,980 
Vested and Exercisable as of December 31, 2024
2,429,278 $33.88 5.3$30,205 
(1)Effective as of January 1, 2022, 2023 and 2024, an additional 3,689,000 shares of common stock became available for issuance under the 2018 Plan, as a result of the operation of the automatic annual increase provision therein.
A summary of the Joint Venture's stock option activity under the AMEA 2020 Plan and related information is as follows:
Options Outstanding
Shares
Available for Grant 
Shares Subject to Options OutstandingWeighted-Average Exercise Price Weighted-Average Remaining Contractual Life (Years)Aggregate Intrinsic Value
(in thousands)
Balance as of January 1, 2022
340,9283,652,219$0.58 8.8$— 
Exercised(2,051,645)0.58 
Canceled82,407(82,407)0.58 
Canceled in connection with the Joint Venture Acquisition(423,335)(1,518,167)0.58 
Balance as of December 31, 2022
$— 0.0$— 
Schedule of Restricted Stock Unit Activity
A summary of the Company’s restricted stock unit activity excluding the performance-based and market-based restricted stock units under the 2012 Plan, the 2018 Plan and the 2023 Plan, and related information is as follows:
Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2022
1,498,553 $109.72 
Granted2,902,217 45.04 
Granted in connection with the Joint Venture Acquisition93,316 38.24 
Vested and released(315,673)96.36 
Canceled(490,525)90.52 
Balance as of December 31, 2022
3,687,888 60.70 
Granted2,436,94726.62 
Vested and released(728,603)60.07 
Canceled(1,049,447)56.85 
Balance as of December 31, 2023
4,346,78542.63 
Granted5,004,91025.94 
Vested and released(1,167,184)46.36 
Canceled(1,164,260)42.61 
Balance as of December 31, 2024
7,020,251$30.11 
A summary of the Company’s PSU activity under the 2018 Plan and related information is as follows:
Performance-based Restricted Stock Units OutstandingWeighted-Average Grant Date Fair Value
Balance as of January 1, 2022
374,596 $116.58 
Granted26,935 37.50 
Canceled(59,818)114.94 
Balance as of December 31, 2022
341,713 110.64 
Granted126,041 32.84 
Vested and released(3,435)32.86 
Canceled(51,829)80.91 
Balance as of December 31, 2023
412,490 91.25 
Granted913,829 18.73 
Vested and released(9,708)94.73 
Adjusted for performance achievement
48,234 32.84 
Canceled(74,161)102.14 
Balance as of December 31, 2024
1,290,684$37.07 
Schedule of Stock Based Compensation Expense
The following table presents the effect of employee and non‑employee related stock‑based compensation expense including the Joint Venture:
Year Ended December 31,
202420232022
(in thousands)
Cost of precision oncology testing
$5,315 $4,614 $5,498 
Cost of development services and other4,050 1,851 — 
Research and development expense
50,566 34,682 26,630 
Sales and marketing expense
36,479 24,764 25,442 
General and administrative expense
44,001 24,848 37,115 
Total stock-based compensation expense
$140,411 $90,759 $94,685 
Schedule of Stock Options Valuation Assumptions
The grant date fair value of stock options was estimated using a Black-Scholes option-pricing model with the following weighted-average assumptions:
Year Ended December 31,
202420232022
Expected term (in years)
5.50 – 6.09
5.50 – 6.10
5.50 – 6.10
Expected volatility
67.4% – 69.4%
69.3% – 70.5%
63.3% – 67.6%
Risk-free interest rate
3.8% – 4.5%
3.4% – 4.5%
1.9% – 4.4%
Expected dividend yield
—%
—%
—%
Schedule of Employee Stock Purchase Plan Valuation Assumptions
The grant date fair value of the stock purchase right granted under the ESPP was estimated on the first day of each offering period using the Black-Scholes option pricing model. The following assumptions used in the valuation were substantially consistent with the assumptions used to value stock options with the exception of the expected term which was based on the term of each purchase period:
Year Ended December 31,
202420232022
Expected term (in years)
0.50
0.50
0.50
Expected volatility
62.7% – 64.2%
51.5% – 76.6%
81.8% – 92.0%
Risk-free interest rate
4.4% – 5.4%
5.2% – 5.4%
1.5% – 4.5%
Expected dividend yield
—%
—%
—%
v3.25.0.1
Net Loss Per Share (Tables)
12 Months Ended
Dec. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted
The following table sets forth the computation of the basic and diluted net loss per share:
Year Ended December 31,
202420232022
(in thousands, except per share data)
Net loss, basic and diluted
$(436,373)$(479,449)$(654,588)
Net loss per share, basic and diluted
$(3.56)$(4.28)$(6.41)
Weighted-average shares used in computing net loss per share, basic and diluted
122,745 111,988 102,178 
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share The following weighted-average common stock equivalents were excluded from the calculation of diluted net loss per share for the periods presented as they had an anti-dilutive effect:
Year Ended December 31,
202420232022
(in thousands)
Stock options
3,990 3,566 2,799 
Restricted stock units5,199 3,474 2,342 
MSUs484 2,261 2,261 
PSUs1,125 389 354 
ESPP obligation209 176 105 
Convertible senior notes8,225 8,225 8,225 
Total19,232 18,091 16,086 
v3.25.0.1
Income Taxes (Tables)
12 Months Ended
Dec. 31, 2024
Income Tax Disclosure [Abstract]  
Schedule of components of (loss) income before provision for income taxes
The components of (loss) income before provision for income taxes are as follows:
Year Ended December 31,
202420232022
(in thousands)
United States$(437,179)$(481,405)$(659,757)
Foreign2,090 2,641 6,308 
Total$(435,089)$(478,764)$(653,449)
Schedule of components of the provision for income taxes
The components of the provision for income taxes are as follows:
Year Ended December 31,
202420232022
(in thousands)
Current:
State$126$35$127 
Foreign8711,1911,248 
Total current tax expense
9971,2261,375 
Deferred:
Federal 18 
State
Foreign287(541)(257)
Total deferred tax expense
287(541)(236)
Total provision for income taxes
$1,284$685$1,139 
Schedule of the components of deferred tax assets and liabilities Significant components of the Company’s deferred tax assets and deferred tax liabilities are as follows:
As of December 31,
20242023
(in thousands)
Deferred tax assets:
Net operating losses carryforwards
$422,990 $344,314 
Capitalized research and development costs118,340 122,162 
Property, equipment and intangible assets14,429 12,161 
Accruals and reserves
42,043 40,172 
Research and development credits
71,330 62,533 
Stock-based compensation
12,923 18,278 
Lease liabilities
49,538 54,564 
Other
2,379 73 
Total deferred tax assets
733,972 654,257 
Deferred tax liabilities:
Right-of-use asset(36,426)(40,213)
Equity security investments— (9,044)
Other(313)(206)
Total deferred tax liabilities
(36,739)(49,463)
Less: valuation allowance(696,473)(603,747)
Net deferred tax assets$760 $1,047 
Schedule of effective tax rate reconciliation
The following table presents a reconciliation of the income tax expense computed at the statutory federal rate and the Company’s income tax expense for the periods presented:
Year Ended December 31,
202420232022
(in thousands)
Taxes at the statutory federal rate$(91,369)$(100,553)$(137,276)
Change in valuation allowance92,726 114,707 175,916 
Stock-based compensation12,012 8,077 7,905 
Research and development credits(11,000)(14,549)(15,738)
State taxes, net of federal benefits
(15,918)(19,117)(28,522)
Prior period true-up7,962 8,212 — 
Other
6,871 3,908 (1,146)
Total provision for income taxes
$1,284 $685 $1,139 
Schedule of reconciliation of the balance of total gross unrecognized tax benefits
A reconciliation of the beginning and ending balance of total unrecognized tax benefits is as follows:
Year Ended December 31,
202420232022
(in thousands)
Unrecognized tax benefits - Beginning of period$36,946 $29,634 $20,100 
Increases related to current year’s tax positions6,414 8,465 9,233 
(Decreases) increases related to prior years’ tax positions(1,274)(1,153)301 
Unrecognized tax benefits - End of period$42,086 $36,946 $29,634 
v3.25.0.1
Segment and Geographic Information (Tables)
12 Months Ended
Dec. 31, 2024
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The following table presents a summary of the Company's segment information:
Year Ended December 31,
202420232022
(in thousands)
Revenue$739,016 $563,948 $449,538 
Less:
Cost of precision oncology testing (1)
254,551 200,202 141,691 
Cost of development services and other (1)
24,886 18,863 8,126 
Research and development expense (1)
295,866 329,826 341,650 
Sales and marketing expense (1)
328,064 270,132 273,961 
General and administrative expense (1)
133,352 129,247 121,023 
Other segment items (2)
138,670 95,127 217,675 
Net loss$(436,373)$(479,449)$(654,588)
(1)Excludes stock-based compensation and related employer payroll tax payments, contingent consideration, and amortization of intangible assets.
(2)Includes stock-based compensation and related employer payroll tax payments, contingent consideration, amortization of intangible assets, interest income and expense, provision for income taxes, and other income and expense.
The following table sets forth the Company’s revenue by geographic areas based on the customers’ locations:
Year Ended December 31,
202420232022
(in thousands)
United States $697,162 $526,524 $420,618 
International41,854 37,424 28,920 
Total revenue
$739,016 $563,948 $449,538 
v3.25.0.1
Summary of Significant Accounting Policies - Narrative (Details)
1 Months Ended 12 Months Ended
Jun. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2024
USD ($)
investment
segment
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]          
Number of operating segments | segment     1    
Number of reportable segments | segment     1    
Restricted cash     $ 104,215,000 $ 150,000 $ 0
Non-marketable equity and other investments     $ 16,100,000 8,600,000  
Impairment of other assets $ 7,000,000 $ 5,300,000   22,100,000  
Number of non-marketable equity security investments | investment     1    
Contract assets     $ 3,400,000 4,900,000  
Goodwill impairment     0    
Performance obligations satisfied in prior periods     35,300,000 14,200,000 8,800,000
Deferred revenue     41,600,000 22,900,000  
Deferred revenue long term     6,100,000 5,000,000.0  
Deferred revenue, revenue recognized       14,500,000 13,900,000
Advertising expense     $ 0 $ 0 $ 0
Minimum          
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]          
Intangible assets, useful life     6 years    
Minimum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01          
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]          
Remaining performance obligation, expected recognition period     1 year    
Maximum          
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]          
Intangible assets, useful life     12 years    
Maximum | Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-01-01          
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]          
Remaining performance obligation, expected recognition period     2 years    
TwinStrand Biosciences And University Of Washington vs. Guardant Health, Inc.          
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]          
Restricted cash     $ 103,600,000    
v3.25.0.1
Summary of Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Details) - Credit Concentration Risk
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Customer A | Accounts Receivable, Net      
Concentration Risk [Line Items]      
Concentration risk, percentage 14.00% 12.00%  
Customer B | Revenue      
Concentration Risk [Line Items]      
Concentration risk, percentage 29.00% 31.00% 30.00%
Customer B | Accounts Receivable, Net      
Concentration Risk [Line Items]      
Concentration risk, percentage 12.00% 12.00%  
Customer C | Accounts Receivable, Net      
Concentration Risk [Line Items]      
Concentration risk, percentage 11.00% 10.00%  
v3.25.0.1
Summary of Significant Accounting Policies - Schedule of Property, Plant and Equipment (Details)
Dec. 31, 2024
Machinery and equipment  
Property, Plant and Equipment [Line Items]  
Useful life 5 years
Furniture and fixtures  
Property, Plant and Equipment [Line Items]  
Useful life 7 years
Computer hardware and computer software  
Property, Plant and Equipment [Line Items]  
Useful life 3 years
v3.25.0.1
Joint Venture (Details)
$ in Thousands
1 Months Ended 12 Months Ended
Jun. 30, 2022
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
May 31, 2018
seat
Level 3 | Fair value, measurements, recurring | Noncontrolling Interest Liability          
Schedule of Equity Method Investments [Line Items]          
Settlement $ 177,800 $ 0 $ 0 $ 177,785  
Increase in fair value $ 99,800 $ 0 $ 0 $ 99,785  
Guardant Health AMEA, Inc          
Schedule of Equity Method Investments [Line Items]          
Equity method investment, ownership (as a percent)         50.00%
Number of seats on the board | seat         2
v3.25.0.1
Consolidated Balance Sheet Components - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 302,338 $ 272,404
Less: accumulated depreciation (165,525) (127,308)
Property and equipment, net 136,813 145,096
Machinery and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 124,567 118,117
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 103,569 102,298
Computer hardware    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 36,497 34,417
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 28,136 7,508
Furniture and fixtures    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 7,874 7,999
Computer software    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 1,695 $ 2,065
v3.25.0.1
Consolidated Balance Sheet Components - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Balance Sheet Related Disclosures [Abstract]      
Depreciation expense $ 40.1 $ 40.0 $ 33.4
v3.25.0.1
Consolidated Balance Sheet Components - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Balance Sheet Related Disclosures [Abstract]    
Operating lease liabilities $ 29,213 $ 27,950
Other 39,132 35,525
Total accrued expenses $ 68,345 $ 63,475
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Total accrued expenses Total accrued expenses
v3.25.0.1
Fair Value Measurements, Cash Equivalents and Marketable Securities - Schedule of Fair Value Measurements, Recurring and Nonrecurring (Details) - Fair value, measurements, recurring - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash $ 590,026 $ 1,032,500
Total short-term marketable debt securities 314,438 35,097
Restricted cash   98,002
Total financial assets 904,464 1,165,599
Contingent consideration 6,050 6,540
Total financial liabilities 6,050 6,540
Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 57,151 1,032,500
Total short-term marketable debt securities 0 0
Restricted cash   98,002
Total financial assets 57,151 1,130,502
Contingent consideration 0 0
Total financial liabilities 0 0
Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 532,875 0
Total short-term marketable debt securities 314,438 35,097
Restricted cash   0
Total financial assets 847,313 35,097
Contingent consideration 0 0
Total financial liabilities 0 0
Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 0 0
Total short-term marketable debt securities 0 0
Restricted cash   0
Total financial assets 0 0
Contingent consideration 6,050 6,540
Total financial liabilities 6,050 6,540
U.S. government debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total short-term marketable debt securities 314,438 35,097
U.S. government debt securities | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total short-term marketable debt securities 0 0
U.S. government debt securities | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total short-term marketable debt securities 314,438 35,097
U.S. government debt securities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total short-term marketable debt securities 0 0
Money market funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 57,151 1,032,500
Money market funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 57,151 1,032,500
Money market funds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 0 0
Money market funds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 0 $ 0
Income deposit funds    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 103,581  
Income deposit funds | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 0  
Income deposit funds | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 103,581  
Income deposit funds | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 0  
U.S. government debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 429,294  
U.S. government debt securities | Level 1    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 0  
U.S. government debt securities | Level 2    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash 429,294  
U.S. government debt securities | Level 3    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Total cash equivalents and restricted cash $ 0  
v3.25.0.1
Fair Value Measurements, Cash Equivalents and Marketable Securities - Narrative (Details) - USD ($)
1 Months Ended 12 Months Ended
Nov. 30, 2023
Jul. 31, 2022
May 31, 2018
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Realized gain (loss) on marketable debt securities       $ 0 $ 0 $ 0
Recognition of credit losses       0 0 0
Lunit Inc.            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Number of shares issued for each share of each existing share (in shares) 1          
SoftBank            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Threshold percentage of fair value that is no less than internal rate of return (as a percent)     20.00%      
Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Initial fair value of contingent consideration at acquisition date       6,050,000 6,540,000  
Level 1 | Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Initial fair value of contingent consideration at acquisition date       0 0  
Level 3 | Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Initial fair value of contingent consideration at acquisition date       6,050,000 6,540,000  
Contingent consideration liability, noncurrent       $ 2,100,000 5,000,000.0  
Lunit Inc.            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Lock up period (in years)   2 years        
Unrealized (loss) gain on marketable equity securities         79,700,000 $ (7,800,000)
Lunit Inc. | Level 1 | Fair value, measurements, recurring            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Short-term marketable equity securities         $ 98,000,000.0  
Guardant Health AMEA, Inc | SoftBank            
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]            
Redeemable noncontrolling interest, redemption value     $ 41,000,000      
v3.25.0.1
Fair Value Measurements, Cash Equivalents and Marketable Securities - Schedule of Level 3 Financial Instruments (Details) - Level 3 - Fair value, measurements, recurring - USD ($)
$ in Thousands
1 Months Ended 12 Months Ended
Jun. 30, 2022
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Contingent Consideration        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value — beginning of period   $ 6,540 $ 6,430 $ 3,625
Increase in fair value   1,010 110 4,305
Settlement   (1,500) 0 (1,500)
Fair value — end of period   6,050 6,540 6,430
Noncontrolling Interest Liability        
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]        
Fair value — beginning of period   0 0 78,000
Increase in fair value $ 99,800 0 0 99,785
Settlement $ (177,800) 0 0 (177,785)
Fair value — end of period   $ 0 $ 0 $ 0
v3.25.0.1
Fair Value Measurements, Cash Equivalents and Marketable Securities - Schedule of Cash Equivalents and Marketable Securities' (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Securities, Available-for-sale [Line Items]      
Amortization cost, cash and cash equivalents $ 525,540 $ 1,133,537 $ 141,647
Amortized cost, cash and cash equivalents and debt securities available-for-sale 904,232 1,067,608  
Gross Unrealized Gain 232 0  
Gross Unrealized Loss 0 (11)  
Estimated fair value, cash, cash equivalents and debt securities 904,464 1,067,597  
Money market funds      
Debt Securities, Available-for-sale [Line Items]      
Amortization cost, cash and cash equivalents 57,151 1,032,500  
Gross Unrealized Gain 0 0  
Gross Unrealized Loss 0 0  
Estimated fair value, cash and cash equivalents 57,151 1,032,500  
Income deposit funds      
Debt Securities, Available-for-sale [Line Items]      
Amortized cost, debt securities, available-for-sale 103,581    
Gross Unrealized Gain 0    
Gross Unrealized Loss 0    
Estimated fair value, debt securities 103,581    
U.S. government debt securities      
Debt Securities, Available-for-sale [Line Items]      
Amortized cost, debt securities, available-for-sale 743,500 35,108  
Gross Unrealized Gain 232 0  
Gross Unrealized Loss 0 (11)  
Estimated fair value, debt securities $ 743,732 $ 35,097  
v3.25.0.1
Intangible Assets, Net and Goodwill - Schedule of Intangible Assets by Class (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount $ 18,586 $ 18,586
Accumulated Amortization (11,826) (9,607)
Total 6,760 8,979
Goodwill 3,290 3,290
Gross Carrying Amount 21,876 21,876
Net Carrying Amount 10,050 12,269
Acquired license    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount 11,886 11,886
Accumulated Amortization (5,795) (4,686)
Total $ 6,091 $ 7,200
Remaining Weighted-Average Useful Life 5 years 9 months 18 days 6 years 9 months 18 days
Non-compete agreements and other covenant rights    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount $ 5,100 $ 5,100
Accumulated Amortization (4,431) (3,588)
Total $ 669 $ 1,512
Remaining Weighted-Average Useful Life 1 year 1 month 6 days 1 year 10 months 24 days
Acquired technology    
Finite-Lived Intangible Assets [Line Items]    
Intangible assets subject to amortization, gross carrying amount $ 1,600 $ 1,600
Accumulated Amortization (1,600) (1,333)
Total $ 0 $ 267
Remaining Weighted-Average Useful Life 0 years 3 months 18 days
v3.25.0.1
Intangible Assets, Net and Goodwill - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]      
Amortization of finite-lived intangible assets $ 2.2 $ 2.7 $ 2.5
v3.25.0.1
Intangible Assets, Net and Goodwill - Schedule of Future Amortization (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 1,670  
2026 1,212  
2027 1,107  
2028 1,109  
2029 765  
2030 and thereafter 897  
Total $ 6,760 $ 8,979
v3.25.0.1
Debt - Narrative (Details)
1 Months Ended 12 Months Ended
Nov. 30, 2020
USD ($)
d
trading_day
$ / shares
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Nov. 16, 2020
$ / shares
Debt Instrument [Line Items]        
Notes Hedges, strike price (in dollars per share) | $ / shares       $ 182.60
Share price, premium (as a percent)       75.00%
Common stock share price (in dollars per share) | $ / shares       $ 104.34
Purchase of convertible senior note hedges | $   $ 90,000,000    
Senior Notes Due 2027 | Convertible Debt        
Debt Instrument [Line Items]        
Principal amount | $ $ 1,150,000,000 1,150,000,000 $ 1,150,000,000  
Stated interest rate 0.00%      
Maximum special interest rate (as a percent) 0.50%      
Conversion price (in dollars per share) | $ / shares $ 139.82      
Estimated fair value | $   $ 964,900,000 $ 809,300,000  
Conversion ratio 0.0071523      
Senior Notes Due 2027 | Convertible Debt | Measurement Input, Quoted Price | Valuation, Market Approach        
Debt Instrument [Line Items]        
Debt, measurement input denominator | $   100    
Senior Notes Due 2027 | Convertible Debt | Conversion Period One        
Debt Instrument [Line Items]        
Threshold percentage of common stock price trigger (as a percent) 130.00%      
Threshold of common stock trading days (in days) | d 20      
Threshold of consecutive common stock trading days (in days) | d 30      
Senior Notes Due 2027 | Convertible Debt | Conversion Period Two        
Debt Instrument [Line Items]        
Threshold of common stock trading days (in days) | trading_day 5      
Threshold of consecutive common stock trading days (in days) | trading_day 10      
Minimum percentage of common stock price trigger (as a percent) 98.00%      
Senior Notes Due 2027 | Convertible Debt | Conversion Period Three        
Debt Instrument [Line Items]        
Threshold percentage of common stock price trigger (as a percent) 130.00%      
Threshold of common stock trading days (in days) | trading_day 20      
Threshold of consecutive common stock trading days (in days) | trading_day 30      
v3.25.0.1
Debt - Components of Convertible Senior Notes (Details) - Convertible Debt - Senior Notes Due 2027 - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Nov. 30, 2020
Debt Instrument [Line Items]      
Principal $ 1,150,000 $ 1,150,000 $ 1,150,000
Less: debt issuance costs, net of amortization (7,453) (10,034)  
Net carrying amount $ 1,142,547 $ 1,139,966  
v3.25.0.1
Debt - Interest Expense Recognition (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Debt Instrument [Line Items]      
Amortization of debt issuance costs $ 2,581 $ 2,575 $ 2,569
Convertible senior notes | Senior Notes Due 2027      
Debt Instrument [Line Items]      
Amortization of debt issuance costs 2,581 2,575 2,569
Total interest expense recognized $ 2,581 $ 2,575 $ 2,569
Effective interest rate 0.20% 0.20% 0.20%
v3.25.0.1
Leases - Narrative (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Lessee, Lease, Description [Line Items]      
Operating lease expense $ 31.1 $ 29.7 $ 28.6
Minimum      
Lessee, Lease, Description [Line Items]      
Lease term (in years) 2 months 12 days    
Maximum      
Lessee, Lease, Description [Line Items]      
Lease term (in years) 8 years 6 months    
v3.25.0.1
Leases - Lease Information (Details)
Dec. 31, 2024
Dec. 31, 2023
Leases [Abstract]    
Weighted-average remaining lease term (in years) 7 years 6 months 8 years 3 months 18 days
Weighted-average discount rate 3.82% 3.87%
v3.25.0.1
Leases - Schedule of Operating Liability Maturities (Details)
$ in Thousands
Dec. 31, 2024
USD ($)
Leases [Abstract]  
2025 $ 35,709
2026 30,193
2027 26,156
2028 24,300
2029 22,946
2030 and thereafter 80,834
Total operating lease payments 220,138
Less: imputed interest (26,633)
Total operating lease liabilities $ 193,505
v3.25.0.1
Commitments and Contingencies (Details)
$ in Millions
1 Months Ended
Nov. 25, 2024
USD ($)
Nov. 14, 2023
USD ($)
Oct. 31, 2021
patent
Dec. 31, 2023
USD ($)
Other Commitments [Line Items]        
Jury awarded $ 292.5      
Punitive damages $ 175.5      
TwinStrand Biosciences And University Of Washington vs. Guardant Health, Inc.        
Other Commitments [Line Items]        
Gain contingency, patents allegedly infringed upon, number | patent     4  
TwinStrand Biosciences And University Of Washington vs. Guardant Health, Inc. | Settled Litigation        
Other Commitments [Line Items]        
Loss contingency, damages awarded, value   $ 83.4    
Reserve for payments related to litigation       $ 83.4
Percentage of royalty   6.00%    
v3.25.0.1
Common Stock - Narrative (Details) - USD ($)
1 Months Ended 12 Months Ended
Aug. 31, 2024
Dec. 31, 2023
May 31, 2023
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Class of Stock [Line Items]            
Dividends       $ 0 $ 0  
Issuance of common stock upon follow-on offering, net of offering costs (in shares)     14,375,000      
Share price of stock issued (in usd per share)     $ 28.00      
Proceeds from equity offerings   $ 90,600,000 $ 381,400,000 $ 0 493,116,000 $ 0
Issuance of common stock upon follow-on offering, net of offering costs     $ 21,100,000   $ 21,131,000  
Issuance of common stock upon registered direct offering (in shares)   3,387,446        
Share price of stock issued (in usd per share)   $ 26.77     $ 26.77  
At The Market Offering            
Class of Stock [Line Items]            
Issuance of common stock upon follow-on offering, net of offering costs (in shares)       0    
Gross proceeds $ 400,000,000          
v3.25.0.1
Common Stock - Schedule of Common Stock Reserved for Future Issuance (Details) - shares
Dec. 31, 2024
Dec. 31, 2023
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 27,147,526 24,715,971
Shares underlying outstanding stock options    
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 4,631,750 4,012,903
Shares underlying unvested restricted stock units    
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 7,020,251 4,346,785
Shares underlying unvested market-based restricted stock units    
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 0 2,260,764
Shares underlying unvested performance-based restricted stock units    
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 1,290,684 412,490
Shares available for issuance under the 2018 Incentive Award Plan    
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 8,079,498 7,053,406
Shares available for issuance under the 2018 Employee Stock Purchase Plan    
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 2,208,577 1,679,635
Shares available for issuance under the 2023 Employment Inducement Incentive Award Plan    
Class of Stock [Line Items]    
Common stock, shares reserved for future issuance (in shares) 3,916,766 4,949,988
v3.25.0.1
Stock-Based Compensation - Narrative (Details)
$ / shares in Units, $ in Thousands
1 Months Ended 12 Months Ended 38 Months Ended
Feb. 23, 2024
shares
Mar. 02, 2023
shares
Jan. 01, 2020
shares
Jul. 31, 2022
USD ($)
grantee
Jun. 30, 2022
$ / shares
May 31, 2021
$ / shares
Nov. 30, 2020
$ / shares
May 31, 2020
tranche
shares
Oct. 31, 2018
shares
Sep. 30, 2018
shares
Dec. 31, 2024
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2022
USD ($)
$ / shares
shares
Dec. 31, 2023
USD ($)
$ / shares
shares
Dec. 31, 2021
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Weighted average grant date fair value, grants in period (in usd per share) | $ / shares                     $ 17.20 $ 19.90 $ 28.61    
Stock based compensation not recognized | $                     $ 40,700        
Stock based compensation not recognized, period for recognition (in years)                     2 years 1 month 6 days        
Total stock-based compensation expense | $                     $ 140,411 $ 90,759 $ 94,685    
Granted (in shares)                     1,440,273 1,000,760 1,051,466    
Granted (in shares)                       0 0    
Granted (in usd per share) | $ / shares                     $ 27.07 $ 30.80 $ 44.86    
Shares underlying outstanding stock options                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Exercises in period, intrinsic value | $                     $ 9,400 $ 1,000 $ 12,200    
Expected dividend yield                     0.00% 0.00% 0.00%    
Restricted stock units                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Stock based compensation not recognized, period for recognition (in years)                     2 years 2 months 12 days        
Stock based compensation not recognized, restricted stock | $                     $ 181,500        
Weighted-average grant date fair value, granted (in usd per share) | $ / shares                     $ 25.94 $ 26.62 $ 45.04    
Granted (in shares)                     5,004,910 2,436,947 2,902,217    
Unvested balance (in shares)                     7,020,251 4,346,785 3,687,888 4,346,785 1,498,553
Weighted average grant date fair value (in usd per share) | $ / shares                     $ 30.11 $ 42.63 $ 60.70 $ 42.63 $ 109.72
PSUs                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Weighted average grant date fair value, grants in period (in usd per share) | $ / shares             $ 113.40                
Stock based compensation not recognized, period for recognition (in years)                     1 year 10 months 24 days        
Stock based compensation not recognized, restricted stock | $                     $ 16,100        
Additional service period (in months)             2 years                
Weighted average grant date fair value, Vested in period (in usd per share) | $ / shares           $ 148.19                  
Total stock-based compensation expense | $                     33,300 $ 2,600 $ 1,300 $ 0  
Cumulative charge | $                     $ 24,800        
Granted (in shares)                     219,161        
Total market-based restricted stock units approved and granted (in shares)                     913,829 126,041 26,935    
Weighted-average grant date fair value, granted (in usd per share) | $ / shares                     $ 18.73 $ 32.84 $ 37.50    
Granted (in shares)                     913,829 126,041 26,935    
Unvested balance (in shares)                     1,290,684 412,490 341,713 412,490 374,596
Weighted average grant date fair value (in usd per share) | $ / shares                     $ 37.07 $ 91.25 $ 110.64 $ 91.25 $ 116.58
PSUs | Minimum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Service period (in years)             7 months 6 days                
Vesting period (in years)             7 months 6 days                
PSUs | Maximum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Service period (in years)             4 years                
Vesting period (in years)             4 years 6 months                
Shares underlying unvested performance-based restricted stock units                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Service period (in years)             4 years                
Vesting period (in years)             6 months                
MSUs                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total stock-based compensation expense | $                     $ 16,100        
Number of tranches | tranche               3              
Market-based restricted stock share price goal (in days)               30 days              
Weighted-average grant date fair value, granted (in usd per share) | $ / shares                     $ 67.00        
Unvested balance (in shares)                       2,260,764   2,260,764  
Weighted average grant date fair value (in usd per share) | $ / shares                       $ 65.20   $ 65.20  
MSUs | Chief Executive Officer                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Total market-based restricted stock units approved and granted (in shares)               1,695,574              
MSUs | Minimum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Service period (in years)                     9 months 29 days        
MSUs | Maximum                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Service period (in years)                     2 years 25 days        
ESPP obligation                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Additional amount of shares available (in shares) 1,106,700 1,026,194 942,614                        
Stock based compensation not recognized, period for recognition (in years)                     4 months 24 days        
Stock based compensation not recognized, restricted stock | $                     $ 2,500        
Total stock-based compensation expense | $                     $ 4,700 $ 5,100 $ 4,600    
Expected dividend yield                     0.00% 0.00% 0.00%    
Employee stock purchase plan, maximum employee subscription rate (as a percent)                     10.00%        
Shares authorized (in shares) 1,106,700 1,026,194 942,614                        
Employee stock purchase plan, purchase price of common stock (as a percent)                     85.00%        
Purchase period (in months)                     6 months        
Common stock issued under employee stock purchase plan (in shares)                     577,758 464,870 307,953    
2012 Stock Plan                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Shares canceled (in shares)                 508,847            
2018 Incentive Award Plan                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Additional amount of shares available (in shares)                 3,689,000            
Additional amount of shares available (percent)                 400.00%            
Percentage of common stock outstanding                   4.00%          
Shares authorized (in shares)                 3,689,000            
AMEA 2020 Plan | Guardant Health AMEA, Inc | Common Class B                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Stock based compensation not recognized | $       $ 4,100                      
Stock based compensation not recognized, period for recognition (in years)       2 years 2 months 12 days                      
Granted (in usd per share) | $ / shares         $ 4.44                    
Issuance of exercise of vested stock option granted | grantee       39                      
Settled of tender, amount | $       $ 13,700                      
2018 Employee Stock Purchase Plan | ESPP obligation                              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                              
Additional amount of shares available (in shares)                   1,106,700          
Common stock, shares reserved for future issuance (in shares)                   922,250          
Percentage of common stock outstanding                   1.00%          
Shares authorized (in shares)                   1,106,700          
v3.25.0.1
Stock-Based Compensation - Stock Option Activity (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Shares Available for Grant         
Beginning number of shares, available for grant (in shares) 12,003,394 5,438,296 5,231,624  
2018 plan annual increase (in shares) 3,689,000 3,689,000 3,689,000  
Ending number of shares, available for grant (in shares) 11,996,264 12,003,394 5,438,296 5,231,624
Shares Subject to Options Outstanding        
Beginning number of shares, outstanding (in shares) 4,012,903 3,402,574 2,624,974  
Granted (in shares) 1,440,273 1,000,760 1,051,466  
Granted in connection with the Joint Venture Acquisition (in shares)     15,128  
Exercised (in shares) (609,495) (51,124) (228,311)  
Canceled (in shares) (211,931) (339,307) (60,683)  
Ending number of shares, outstanding (in shares) 4,631,750 4,012,903 3,402,574 2,624,974
Options vested and exercisable, number of options (in shares) 2,429,278      
Weighted-Average Exercise Price         
Beginning balance of options outstanding (in usd per share) $ 31.76 $ 34.34 $ 29.17  
Granted (in usd per share) 27.07 30.80 44.86  
Granted in connection with the Joint Venture Acquisition (in usd per share)     4.90  
Exercised (in usd per share) 5.12 7.93 6.29  
Canceled (in usd per share) 49.71 58.45 90.84  
Ending balance of options outstanding (in usd per share) 32.98 $ 31.76 $ 34.34 $ 29.17
Options vested and exercisable, weighted average exercise price (in usd per share) $ 33.88      
Weighted-Average Remaining Contractual Life (Years)        
Options outstanding, weighted average remaining contractual term (in years) 7 years 1 month 6 days 6 years 7 months 6 days 6 years 9 months 18 days 6 years 6 months
Options outstanding, aggregate intrinsic value $ 35,980 $ 39,115 $ 39,749 $ 193,014
Options vested and exercisable, weighted average remaining contractual term (in years) 5 years 3 months 18 days      
Options vested and exercisable, aggregate intrinsic value $ 30,205      
Shares authorized under the 2023 Plan        
Shares Available for Grant         
Shares authorized under the 2023 Plan (in shares)   5,000,000    
Equity Option        
Shares Available for Grant         
Granted (in shares) (1,440,273) (1,000,760) (1,051,466)  
Granted in connection with the Joint Venture Acquisition (in shares)     (15,128)  
Canceled (in shares) 211,931 338,570 56,391  
Restricted Stock Units        
Shares Available for Grant         
Granted (in shares) (5,004,910) (2,436,947) (2,995,533)  
Canceled (in shares) 1,164,260 1,049,447 490,525  
MSUs        
Shares Available for Grant         
Canceled (in shares) 2,260,764      
PSUs        
Shares Available for Grant         
Granted (in shares) (913,829) (126,041) (26,935)  
Canceled (in shares) 74,161 51,829 59,818  
Restricted stock units adjusted for performance adjustment (in shares) (48,234)      
Shares Subject to Options Outstanding        
Granted (in shares) 219,161      
v3.25.0.1
Stock-Based Compensation - Restricted Stock Activity (Details) - $ / shares
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Awards Outstanding      
Granted (in shares)   0 0
Restricted stock units      
Awards Outstanding      
Beginning unvested balance (in shares) 4,346,785 3,687,888 1,498,553
Granted (in shares) 5,004,910 2,436,947 2,902,217
Granted in connection with the Joint Venture Acquisition (in shares)     93,316
Vested and released (in shares) (1,167,184) (728,603) (315,673)
Canceled (in shares) (1,164,260) (1,049,447) (490,525)
Ending unvested balance (in shares) 7,020,251 4,346,785 3,687,888
Weighted-Average Grant Date Fair Value      
Beginning balance of options outstanding (in usd per share) $ 42.63 $ 60.70 $ 109.72
Granted (in usd per share) 25.94 26.62 45.04
Granted in connection with the Joint Venture Acquisition (in usd per share)     38.24
Vested and released (in usd per share) 46.36 60.07 96.36
Canceled (in usd per share) 42.61 56.85 90.52
Ending balance of options outstanding (in usd per share) $ 30.11 $ 42.63 $ 60.70
PSUs      
Awards Outstanding      
Beginning unvested balance (in shares) 412,490 341,713 374,596
Granted (in shares) 913,829 126,041 26,935
Vested and released (in shares) (9,708) (3,435)  
Adjusted for performance achievement (in shares) 48,234    
Canceled (in shares) (74,161) (51,829) (59,818)
Ending unvested balance (in shares) 1,290,684 412,490 341,713
Weighted-Average Grant Date Fair Value      
Beginning balance of options outstanding (in usd per share) $ 91.25 $ 110.64 $ 116.58
Granted (in usd per share) 18.73 32.84 37.50
Vested and released (in usd per share) 94.73 32.86  
Adjusted for performance achievement (in usd per share) 32.84    
Canceled (in usd per share) 102.14 80.91 114.94
Ending balance of options outstanding (in usd per share) $ 37.07 $ 91.25 $ 110.64
MSUs      
Awards Outstanding      
Beginning unvested balance (in shares) 2,260,764    
Ending unvested balance (in shares)   2,260,764  
Weighted-Average Grant Date Fair Value      
Beginning balance of options outstanding (in usd per share) $ 65.20    
Granted (in usd per share) $ 67.00    
Ending balance of options outstanding (in usd per share)   $ 65.20  
v3.25.0.1
Stock-Based Compensation - AMEA 2020 Equity Incentive Plan (Details) - USD ($)
$ / shares in Units, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Shares Available for Grant         
Beginning number of shares, available for grant (in shares) 12,003,394 5,438,296 5,231,624  
Ending number of shares, available for grant (in shares) 11,996,264 12,003,394 5,438,296 5,231,624
Shares Subject to Options Outstanding        
Beginning number of shares, outstanding (in shares) 4,012,903 3,402,574 2,624,974  
Exercised (in shares) (609,495) (51,124) (228,311)  
Canceled (in shares) (211,931) (339,307) (60,683)  
Ending number of shares, outstanding (in shares) 4,631,750 4,012,903 3,402,574 2,624,974
Weighted-Average Exercise Price         
Beginning balance of options outstanding (in usd per share) $ 31.76 $ 34.34 $ 29.17  
Exercised (in usd per share) 5.12 7.93 6.29  
Canceled (in usd per share) 49.71 58.45 90.84  
Ending balance of options outstanding (in usd per share) $ 32.98 $ 31.76 $ 34.34 $ 29.17
Weighted-Average Remaining Contractual Life (Years)        
Options outstanding, weighted average remaining contractual term (in years) 7 years 1 month 6 days 6 years 7 months 6 days 6 years 9 months 18 days 6 years 6 months
Options outstanding, aggregate intrinsic value $ 35,980 $ 39,115 $ 39,749 $ 193,014
AMEA 2020 Plan | Common Class B        
Shares Available for Grant         
Beginning number of shares, available for grant (in shares)   0 340,928  
Canceled (in shares)     82,407  
Canceled in connection with the Joint Venture Acquisition (in shares)     (423,335)  
Ending number of shares, available for grant (in shares)     0 340,928
Shares Subject to Options Outstanding        
Beginning number of shares, outstanding (in shares)   0 3,652,219  
Exercised (in shares)     (2,051,645)  
Canceled (in shares)     (82,407)  
Canceled in connection with the Joint Venture Acquisition (in shares)     (1,518,167)  
Ending number of shares, outstanding (in shares)     0 3,652,219
Weighted-Average Exercise Price         
Beginning balance of options outstanding (in usd per share)   $ 0 $ 0.58  
Exercised (in usd per share)     0.58  
Canceled (in usd per share)     0.58  
Canceled in connection with the Joint Venture Acquisition (in usd per share)     0.58  
Ending balance of options outstanding (in usd per share)     $ 0 $ 0.58
Weighted-Average Remaining Contractual Life (Years)        
Options outstanding, weighted average remaining contractual term (in years)     0 years 8 years 9 months 18 days
Options outstanding, aggregate intrinsic value     $ 0 $ 0
v3.25.0.1
Stock-Based Compensation - Stock Based Compensation Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 140,411 $ 90,759 $ 94,685
Cost of precision oncology testing      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 5,315 4,614 5,498
Cost of development services and other      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 4,050 1,851 0
Research and development expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 50,566 34,682 26,630
Sales and marketing expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense 36,479 24,764 25,442
General and administrative expense      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Total stock-based compensation expense $ 44,001 $ 24,848 $ 37,115
v3.25.0.1
Stock-Based Compensation - Valuation of Stock Options (Details) - Stock option
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected dividend yield 0.00% 0.00% 0.00%
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 5 years 6 months 5 years 6 months 5 years 6 months
Expected volatility 67.40% 69.30% 63.30%
Risk-free interest rate 3.80% 3.40% 1.90%
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 6 years 1 month 2 days 6 years 1 month 6 days 6 years 1 month 6 days
Expected volatility 69.40% 70.50% 67.60%
Risk-free interest rate 4.50% 4.50% 4.40%
v3.25.0.1
Stock-Based Compensation - Valuation of Employee Stock Purchase Plan (Details) - ESPP obligation
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years) 6 months    
Expected dividend yield 0.00% 0.00% 0.00%
Minimum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected volatility 62.70% 51.50% 81.80%
Risk-free interest rate 4.40% 5.20% 1.50%
Maximum      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Expected term (in years)   6 months 6 months
Expected volatility 64.20% 76.60% 92.00%
Risk-free interest rate 5.40% 5.40% 4.50%
v3.25.0.1
Net Loss Per Share - Schedule of Net Loss Per Share Attributable to Common Stockholders (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Earnings Per Share [Abstract]      
Net loss, basic $ (436,373) $ (479,449) $ (654,588)
Net loss, diluted $ (436,373) $ (479,449) $ (654,588)
Net loss per share, basic (in usd per share) $ (3.56) $ (4.28) $ (6.41)
Net loss per share, diluted (in usd per share) $ (3.56) $ (4.28) $ (6.41)
Weighted-average shares used in computing net loss per share, basic (in shares) 122,745 111,988 102,178
Weighted-average shares used in computing net loss per share, diluted (in shares) 122,745 111,988 102,178
v3.25.0.1
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
shares in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 19,232 18,091 16,086
Stock options      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 3,990 3,566 2,799
Restricted stock units      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 5,199 3,474 2,342
MSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 484 2,261 2,261
PSUs      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 1,125 389 354
ESPP obligation      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 209 176 105
Convertible senior notes      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]      
Antidilutive securities excluded from computation of earnings per share (in shares) 8,225 8,225 8,225
v3.25.0.1
Income Taxes - Schedule of (Loss) Income Before Components of the Provision for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
United States $ (437,179) $ (481,405) $ (659,757)
Foreign 2,090 2,641 6,308
Loss before provision for income taxes $ (435,089) $ (478,764) $ (653,449)
v3.25.0.1
Income Taxes - Schedule of Components of the Provision for Income Taxes (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Current:      
State $ 126 $ 35 $ 127
Foreign 871 1,191 1,248
Total current tax expense 997 1,226 1,375
Deferred:      
Federal 0 0 18
State 0 0 3
Foreign 287 (541) (257)
Total deferred tax expense 287 (541) (236)
Total provision for income taxes $ 1,284 $ 685 $ 1,139
v3.25.0.1
Income Taxes - Schedule of the Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Thousands
Dec. 31, 2024
Dec. 31, 2023
Deferred tax assets:    
Net operating losses carryforwards $ 422,990 $ 344,314
Capitalized research and development costs 118,340 122,162
Property, equipment and intangible assets 14,429 12,161
Accruals and reserves 42,043 40,172
Research and development credits 71,330 62,533
Stock-based compensation 12,923 18,278
Lease liabilities 49,538 54,564
Other 2,379 73
Total deferred tax assets 733,972 654,257
Deferred tax liabilities:    
Right-of-use asset (36,426) (40,213)
Equity security investments 0 (9,044)
Other (313) (206)
Total deferred tax liabilities (36,739) (49,463)
Less: valuation allowance (696,473) (603,747)
Net deferred tax assets $ 760 $ 1,047
v3.25.0.1
Income Taxes - Effective Tax Rate Reconciliation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Income Tax Disclosure [Abstract]      
Taxes at the statutory federal rate $ (91,369) $ (100,553) $ (137,276)
Change in valuation allowance 92,726 114,707 175,916
Stock-based compensation 12,012 8,077 7,905
Research and development credits (11,000) (14,549) (15,738)
State taxes, net of federal benefits (15,918) (19,117) (28,522)
Prior period true-up 7,962 8,212 0
Other 6,871 3,908 (1,146)
Total provision for income taxes $ 1,284 $ 685 $ 1,139
v3.25.0.1
Income Taxes - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Dec. 31, 2021
Income Taxes [Line Items]        
Deferred tax assets, valuation allowance $ 696,473,000 $ 603,747,000    
Increase in valuation allowance 92,700,000 114,700,000 $ 175,900,000  
Undistributed earnings of foreign subsidiaries 3,700,000      
Unrecognized tax benefits 42,086,000 36,946,000 29,634,000 $ 20,100,000
Unrecognized tax benefits, income tax penalties and interest accrued 0 0 $ 0  
Unrecognized tax benefits, period increase (decrease) 0      
Federal        
Income Taxes [Line Items]        
Net operating loss carryforwards 1,600,000,000 1,400,000,000    
Tax credit carryforwards, research 47,900,000 41,900,000    
Tax credit carryforward, reserve 25,800,000      
Deferred tax assets, valuation allowance   22,600,000    
State        
Income Taxes [Line Items]        
Net operating loss carryforwards 1,400,000,000 1,000,000,000.0    
Tax credit carryforwards, research 29,700,000 26,100,000    
Tax credit carryforward, reserve $ 16,000,000      
Deferred tax assets, valuation allowance   $ 14,000,000    
v3.25.0.1
Income Taxes - Schedule of reconciliation of the balance of total gross unrecognized tax benefits (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Unrecognized Tax Benefits [Roll Forward]      
Unrecognized tax benefits - Beginning of period $ 36,946 $ 29,634 $ 20,100
Increases related to current year’s tax positions 6,414 8,465 9,233
(Decreases) increases related to prior years’ tax positions (1,274) (1,153) 301
Unrecognized tax benefits - End of period $ 42,086 $ 36,946 $ 29,634
v3.25.0.1
Employee Benefit Plan (Details) - USD ($)
$ in Millions
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Retirement Benefits [Abstract]      
Defined contribution plan, maximum annual employee contributions per employee (as a percent) 100.00%    
Defined contribution plan, employer contributions $ 7.9 $ 7.1 $ 6.7
v3.25.0.1
Segment and Geographic Information - Narrative (Details)
12 Months Ended
Dec. 31, 2024
segment
Segment Reporting [Abstract]  
Number of operating segments 1
v3.25.0.1
Segment and Geographic Information - Company's Segment Information (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Revenue $ 739,016 $ 563,948 $ 449,538
Net loss (436,373) (479,449) (654,588)
Reportable Segment      
Segment Reporting Information [Line Items]      
Revenue 739,016 563,948 449,538
Cost of precision oncology testing 254,551 200,202 141,691
Cost of development services and other 24,886 18,863 8,126
Research and development expense 295,866 329,826 341,650
Sales and marketing expense 328,064 270,132 273,961
General and administrative expense 133,352 129,247 121,023
Other segment items 138,670 95,127 217,675
Net loss $ (436,373) $ (479,449) $ (654,588)
v3.25.0.1
Segment and Geographic Information - Revenue By Geographic Areas (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Segment Reporting Information [Line Items]      
Total revenue $ 739,016 $ 563,948 $ 449,538
United States      
Segment Reporting Information [Line Items]      
Total revenue $ 697,162 $ 526,524 420,618
United States | Geographic Concentration Risk | Net Assets, Geographic Area      
Segment Reporting Information [Line Items]      
Concentration risk, percentage 99.00% 98.00%  
International      
Segment Reporting Information [Line Items]      
Total revenue $ 41,854 $ 37,424 $ 28,920
v3.25.0.1
Subsequent Events (Details)
1 Months Ended
Feb. 06, 2025
Feb. 20, 2025
USD ($)
$ / shares
Nov. 30, 2020
USD ($)
$ / shares
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Subsequent Event [Line Items]          
Convertible senior notes, net       $ 1,142,547,000 $ 1,139,966,000
Subsequent Event          
Subsequent Event [Line Items]          
Stock repurchased   $ 45,000,000      
Senior Notes Due 2031 | Convertible Debt | Subsequent Event          
Subsequent Event [Line Items]          
Principal amount   $ 600,000,000      
Stated interest rate   1.25%      
Conversion ratio   0.0160716      
Conversion price (in dollars per share) | $ / shares   $ 62.22      
Initial conversion premium 0.35        
Senior Notes Due 2027 | Convertible Debt          
Subsequent Event [Line Items]          
Principal amount     $ 1,150,000,000 $ 1,150,000,000 $ 1,150,000,000
Stated interest rate     0.00%    
Conversion ratio     0.0071523    
Conversion price (in dollars per share) | $ / shares     $ 139.82    
Senior Notes Due 2027 | Convertible Debt | Subsequent Event          
Subsequent Event [Line Items]          
Convertible debt, retired   $ 659,300,000      
Conversion price (in dollars per share) | $ / shares   $ 46.09      
Convertible senior notes, net   $ 490,700,000