
	Year Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
RSUs	$	54,564	$	29,774	$	1,127
ESPP	3,059		—		—
PSOs	660		1,514		577
Cash-based equity awards	—		54,796		95,531
Stock-based compensation expense, before taxes	58,283		86,084		97,235
Related income tax benefits	(13,708)		(20,890)		(23,455)
Stock-based compensation expense, net of taxes	$	44,575	$	65,194	$	73,780


	Year Ended
(in thousands)	December 31, 2025		December 31, 2024		December 31, 2023
Cost of screening revenue (exclusive of amortization of intangible assets)	$	2,226	$	1,724	$	1,932
Cost of development services revenue	36		230		38
Research and development	15,986		30,701		39,792
Sales and marketing	10,871		15,310		17,506
General and administrative	29,164		38,119		37,967
Stock-based compensation expense, before taxes	58,283		86,084		97,235
Related income tax benefits	(13,708)		(20,890)		(23,455)
Stock-based compensation expense, net of taxes	$	44,575	$	65,194	$	73,780

The GRAIL, Inc. 2024 Incentive Award Plan (the “2024 Plan”) was adopted by the Company and approved by Illumina, in its capacity as GRAIL’s sole stockholder, in May 2024 to facilitate the grant of cash and equity incentive awards to non-employee directors, employees, and consultants of the Company and its subsidiaries and to enhance the ability of the Company and any of its subsidiaries to obtain and retain the services of these individuals following the Spin-Off. This plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance-based awards, and other stock or cash based awards. The 2024 Plan is subject to an annual increase on the first day of each calendar year ending on January 1, 2034, equal to the lesser of (i) 5% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the GRAIL board of directors.

The GRAIL, Inc. Deferred Compensation Plan for Directors (the “2024 Deferred Compensation Plan”) was adopted by the Company’s board of directors on July 15, 2024 to provide the Company’s non-employee directors with an opportunity to defer payment of all or a portion of their eligible compensation, consisting of cash fees and/or equity awards granted during a given year. Each director may make an irrevocable deferral election with respect to all or a portion of their eligible compensation in accordance with the terms and conditions of the 2024 Deferred Compensation Plan, deferring payment until the earlier of (i) a fixed date elected by the director (if any), (ii) the director’s separation from service, (iii) a “change in control” (as defined in the 2024 Plan) or (iv) the director’s death or permanent disability. If a director elects to defer all or a portion of their cash fees, the Company will issue a number of deferred stock units (“DSUs”) to the director equal to the portion of cash fees deferred divided by the fair market value of a share of the Company’s common stock on the date that such fees would have otherwise been paid, rounded down to the nearest whole share. If a director elects to defer their equity awards, the Company will issue a number of DSUs to the director equal to the number of shares of Company common stock underlying the deferred awards and subject to the same vesting, forfeiture and other restrictions that would have otherwise applied to such equity award absent the deferral. All DSUs will be issued under the 2024 Plan. As of December 31, 2025, three of our directors elected to defer their 2025 cash fees and two of our directors elected to defer their equity awards granted in 2025.

The GRAIL, Inc. 2024 Inducement Award Plan (the “2024 Inducement Plan”) was adopted by the Company’s board of directors on August 9, 2024. The 2024 Inducement Plan was adopted to enhance the ability of the Company and any of its subsidiaries to attract, retain and motivate eligible employees by providing these employees with equity ownership opportunities and/or equity-linked compensatory opportunities. The 2024 Inducement Plan is used exclusively for the grant of equity awards to prospective employees who (i) were not previously employees of the Company, or (ii) are returning to the Company following a bona fide period of non-employment, in any case, in connection with and as an inducement material to such prospective employee’s entering into employment with the Company pursuant to Nasdaq Listing Rule 5635(c)(4). The 2024 Inducement Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, performance-based awards, and other stock or cash based awards. On May 14, 2025, the Company registered an additional 500,000 shares of common stock that may be issued pursuant to awards granted under the 2024 Inducement Plan. The 2024 Inducement Plan does not have a specified limit on the number of shares authorized for issuance.

The GRAIL, Inc. 2024 Employee Stock Purchase Plan (the “ESPP”) was adopted by the Company and approved by Illumina, in its capacity as the Company’s sole stockholder, in May 2024. The number of shares of common stock available under the ESPP is subject to an annual increase on the first day of each calendar year ending on January 1, 2034, equal to the lesser of (i) 1% of the aggregate number of shares outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Company’s board of directors.

Under the ESPP, eligible employees are offered the opportunity to purchase shares by participating in a 6-month offering period commencing in May and November of each year. Employees who participate in the ESPP may elect to have up to 15% of their eligible compensation withheld to purchase shares of the Company’s common stock. The purchase price of the Company’s common stock will be equal to 85% of the lower of (i) the fair market value of the Company’s common stock at the beginning of the applicable 6-month offering period or (ii) the fair market value of the Company’s common stock at the end of the applicable 6-month offering period. Our first offering period began in May 2025 with our first purchase date in November 2025. There were no shares issued under the ESPP during the year ended December 31, 2024.

The PSU Awards have differing vesting schedules. The first PSU Award, covering 26,000 shares, vests as to one-third of the shares subject thereto upon the achievement of a Company-specific performance condition, with the remaining two-thirds of the shares subject thereto vesting in substantially equal installments on each of the first and second anniversaries of the initial vesting date, subject to continued service through the applicable vesting date. The second PSU Award, covering 5,000 shares, vests as to 60% of the shares subject thereto upon the achievement of a Company-specific performance condition, with the remaining 40% of the shares subject thereto vesting on the first anniversary of the initial vesting date, subject to continued service through the applicable vesting date.

As of December 31, 2025, it was not probable that the performance conditions associated with the PSU Awards will be achieved and, therefore, no stock-based compensation expense has been recognized in the consolidated financial statements. In February 2026, the performance condition of the first PSU Award was met. As a result, the Company will commence recognizing stock-based compensation expense in the consolidated financial statements for this PSU Award in Q1 2026.


	Restricted Stock Units(1)	Weighted-Average Grant-Date Fair Value Per Share
	(in thousands)







Outstanding at January 1, 2024	—	$—
Conversion	6,485	$15.37
Awarded	2,833	$13.07
Released	(2,844)	$15.37
Forfeited	(951)	$15.22
Outstanding at December 31, 2024	5,523	$14.22

Awarded(1)	2,407	$40.79
Released	(2,491)	$15.21
Forfeited	(576)	$22.83
Outstanding at December 31, 2025	4,863	$25.84

(1) Includes 31,000 PSU awarded and 30,865 DSUs vested but unreleased related to three directors that had elected to defer their 2025 cash fees and two directors that had elected to defer release of their equity awards

The performance condition for one of the outstanding awards of PSOs covering 63,484 shares that has an exercise price of $14.00 per share was met on November 1, 2024, meaning that this option now vests and becomes exercisable in thirty-six equal monthly installments on the monthly anniversaries of November 1, 2024, subject to continued service through the vesting date. As of December 31, 2025, 22,925 shares subject to this PSO were vested and exercisable.

The expected term represents the term from the first day of the offering period to the purchase date. The risk-free interest rate assumption was based upon observed interest rates of Treasury bills appropriate for the expected term. For the Company’s first offering, the expected stock price volatility was estimated using the average of the Company’s historical volatility and the average historical volatility of comparable peer companies, as the Company had limited trading history as a public company. For the current offering and future offerings, the expected stock price volatility is estimated using the Company’s historical volatility, as sufficient trading history has been established and is considered representative of expected future stock price trends. Expected dividend yield was 0% as the Company has not paid and does not anticipate paying dividends on its common stock.

The Company has one performance-based award outstanding held by a former employee for which vesting is based on future revenues. The award has an aggregate potential value of up to $78.0 million and expires, to the extent unvested, in August 2030. One-fourth of the total potential value of the award vests immediately upon the achievement of cumulative net revenues in any period of four consecutive fiscal quarters of $500.0 million, $750.0 million, $1.5 billion, and $2.0 billion. The Company assesses the probability of achieving the performance conditions associated with the award on a quarterly basis at each reporting period. If and to the extent that the liability becomes due and payable prior to 12:01 a.m. Eastern Time December 24, 2026 (the “Disposal Funding Period”) and paid by GRAIL, in cash, during the Disposal Funding Period, Illumina will reimburse GRAIL all or such portion of the liability paid by GRAIL in accordance of the terms of the Separation and Distribution Agreement. As of December 31, 2025, it was not probable that the performance conditions associated with the award would be achieved and, therefore, no stock-based compensation expense, or corresponding loss recovery asset or liability, has been recognized in the consolidated financial statements.

The Cash-Based Equity Award program was adopted following Illumina’s acquisition of GRAIL in 2021 to provide GRAIL employees with dollar-denominated long-term incentive awards that increased or decreased in value based on corresponding changes in GRAIL’s calculated value. GRAIL’s standalone value calculation was estimated by the Company based on its analysis and input from independent valuation advisors. To estimate the value of GRAIL for the purposes of the Cash-Based Equity Awards, various assumptions were used, including long-range financial projections, as well as the discount rate and terminal growth rate. The awards generally vested in four equal installments on the first four anniversaries of the grant date, subject to continued employment through the applicable vesting date. In April 2024, Illumina’s Compensation Committee and Board of Directors (as applicable) approved an adjustment of the ordinary course payouts for all outstanding Cash-Based Equity Awards providing that the Cash-Based Equity Awards would be paid based on their nominal (face) values without adjustment based on changes in equity value. Subsequent to this adjustment to the Cash-Based Equity Awards and continuing until the Award Modification, the Cash-Based Equity Awards were expensed based on such nominal (face) value in accordance with their applicable vesting schedules. The payments in respect of the Cash-Based Equity Awards between the adoption of such adjustment and the Distribution Date were paid out in cash at the applicable Cash-Based Equity Awards’ nominal (face) value. Payments in respect of the Cash-Based Equity Awards before such adjustment were paid out in cash based on the adjusted value of the Cash-Based Equity Award on the applicable vesting date.

During the second quarter of 2024, one-time Cash-Based Equity Awards were granted to GRAIL employees, including executives, for retention purposes (“2024 Transition Incentive Awards”) with a total grant date fair value of $40.2 million. Each 2024 Transition Incentive Awards vested entirely in one year or less from its grant date, subject to the applicable holder’s continued service through the vesting date. In connection with the Spin-Off, the 2024 Transition Incentive Awards were converted into RSUs covering 2.5 million shares in accordance with the Employee Matters Agreement by dividing the aggregate award value by the volume-weighted average share price over the first four trading days following the Spin-Off. On the modification date, June 28, 2024, these 2024 Transition Incentive Awards in the amount of $4.4 million were reclassified to Additional Paid-In Capital.

In connection with the Spin-Off, all outstanding Cash-Based Equity Awards, with the exception of the 2024 Transition Incentive Awards described above, were modified and converted into RSUs in accordance with the Employee Matters Agreement, with the number of RSUs determined by dividing the Aggregate Award Value (as discussed below) for such Cash-Based Equity Award by the volume-weighted average share price of GRAIL stock on the first four trading days following the Spin-Off. All other terms and conditions of the awards, including vesting and payment terms, were unaffected by the conversion. For each Cash-Based Equity Award, the “Aggregate Award Value” was equal to, (i) for the portion of such award originally scheduled to vest in 2024, the initial grant value of such portion, and (ii) for the remaining unvested portion of such award, the initial grant value of such portion adjusted up or down based on a percentage, with such percentage determined by (A) GRAIL’s average closing market capitalization for the four trading days immediately following the distribution date minus the aggregate equity value of GRAIL at the time the Cash-Based Equity Award was granted, as reflected in the consolidated financial statements of Illumina (the “Baseline Equity Value”), divided by (B) the Baseline Equity Value.

Upon modification, the awards became equity-classified. The value of tranches of the Cash-Based Equity Awards (exclusive of the 2024 Transition Incentive Awards described above) was reduced and, as a result, there was no incremental compensation cost. Approximately 1,300 grantees were impacted by this modification. On the modification date, June 28, 2024, the liability-classified awards were reclassified to Additional Paid-In Capital at their fair value in the amount of $50.3 million. Due to the higher value of the 2024 tranche of the Cash-Based Equity Awards, compensation cost was recognized over the vesting period to ensure compensation cost had been recognized at least equal to the amount that was legally vested. As the result of this modification, the Cash-Based Equity Awards that were outstanding on the Distribution Date (in addition to the 2024 Transition Incentive Awards) were converted to 4.0 million RSUs that were settled in shares of the Company’s common stock. There were no Cash-Based Equity Award outstanding as of December 31, 2025.