{"url_path":"/sec/gral/8-k/2026-06-01/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/1699031/0001628280-26-039461-index.html","accession_number":"0001628280-26-039461","cik":"0001699031","ticker":"GRAL","issuer_name":"GRAIL, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1699031/0001628280-26-039461-index.html","primary_entity_key":"0001699031","primary_entity_name":"GRAIL, Inc."},"word_count":671,"has_tables":true,"body_markdown":"Item 5.02\n\nDeparture of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers\n\nIn connection with Dr. Joshua Ofman’s appointment as the Chief Executive Officer of GRAIL, Inc. (the “Company”), on June 1, 2026, the Company’s board of directors (the “Board”) approved an amended and restated offer letter (the “Amended Offer Letter”) and authorized and directed the Company to enter into such Amended Offer Letter with Dr. Ofman, with the Amended Offer Letter effective as of June 1, 2026 (the “Effective Date”). The Amended Offer Letter supersedes and replaces Dr. Ofman’s existing offer letter. Pursuant to the Amended Offer Letter, Dr. Ofman will serve as the Company’s principal executive officer commencing on the Effective Date.\n\nThe Amended Offer Letter provides that Dr. Ofman will receive an annual base salary initially set at $800,000 and will continue to be eligible to participate in the Company’s Variable Compensation Plan (the “VCP”), with a target, from and after the Effective Date, equal to 100% of his annual base salary (his prior VCP target of 60% will continue to apply for the portion of calendar year 2026 preceding the Effective Date). Dr. Ofman will also continue to be eligible to participate in the Company’s health and welfare benefit programs generally available to its senior executives. As soon as reasonably practicable following the Effective Date, the Company will grant Dr. Ofman an award of restricted stock units (“RSUs”) with an aggregate grant date value of $2,000,000, vesting in equal annual installments on each of the first four anniversaries of May 31, 2026, subject to his continued employment through the applicable vesting date.\n\nThe Amended Offer Letter provides that if, during the period commencing 3 months prior to, and ending 24 months following the consummation of a Change in Control (as defined in the Company’s 2024 Incentive Award Plan) (the “CIC Period”), the Company terminates Dr. Ofman’s employment without Cause (as defined in the Amended Offer Letter) (other than as a result of his death or disability) or Dr. Ofman resigns for Good Reason (as defined in the Amended Offer Letter), then, subject to his execution of an effective release of claims and continued compliance with applicable restrictive covenants, in addition to accrued amounts (including any continuing rights to indemnification, rights to advancements and directors’ and officers’ liability insurance) (the “accrued obligations”), the Company will provide Dr. Ofman with the following severance benefits:\n\n•a lump-sum cash payment equal to 24 months of his then-current base salary;\n\n•a lump-sum cash payment in an amount equal to 200% of his then-current annual target bonus;\n\n•acceleration in full of the vesting of any outstanding equity or equity-linked awards (with performance awards vesting at target); and\n\n•continued Company-paid healthcare coverage for Dr. Ofman and his dependents pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to 24 months.\n\nThe Amended Offer Letter further provides that upon any of the employment terminations described above occurring other than during the CIC Period, subject to Dr. Ofman’s execution of an effective release of claims and continued compliance with applicable restrictive covenants, in addition to the accrued obligations, the Company will provide Dr. Ofman with the following severance benefits:\n\n•a lump-sum cash payment equal to 12 months of his then-current base salary;\n\n•a lump-sum cash payment in an amount equal to 100% of his then-current annual target bonus;\n\n•continued Company-paid healthcare coverage for Dr. Ofman and his dependents under COBRA for up to 12 months; and\n\n•12 months of additional vesting for any outstanding equity or equity-linked awards.\n\nThe Amended Offer Letter also provides that the Company will reimburse Dr. Ofman for his reasonable attorney’s fees and costs incurred in connection with the negotiation of the Amended Offer Letter, up to a maximum of $25,000.\n\nThe foregoing summary of the Amended Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Amended Offer Letter, which is filed as Exhibit 10.1 hereto."}