vcyt-20260422

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. )

________________________


Filed by the Registrant x
Filed by a Party other than the Registrant o

Check the appropriate box:
o			Preliminary Proxy Statement
o			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
x			Definitive Proxy Statement
o			Definitive Additional Materials
o			Soliciting Material under §240.14a-12


VERACYTE, INC.
(Name of Registrant as Specified in its Charter) _____________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
x			No fee required.
o			Fee paid previously with preliminary materials.
o			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

veracyte proxy and AR covers 2026_R4.jpg


						6000 Shoreline Court, Suite 300 South San Francisco, CA 94080 (650) 243-6300

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders of Veracyte, Inc. that will be held virtually on Wednesday, June 10, 2026, at 10:00 a.m., Pacific Daylight Time. The virtual Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/VCYT2026, where you will be able to listen to the meeting live, submit questions and vote online. We believe that a virtual stockholder meeting provides greater access to those who may want to attend, and therefore we have chosen this over an in-person meeting. This approach also lowers costs, enables greater participation and is better for the environment.

The matters to be acted upon are described in the accompanying Notice of Annual Meeting and Proxy Statement.

After reading the Proxy Statement, please vote promptly to ensure that your shares will be represented. Whether or not you plan to attend the meeting, please vote by telephone or the internet, or sign and return a proxy card to ensure your representation at the meeting. Your vote is important.

We look forward to seeing you at the Annual Meeting.

Sincerely yours,

/s/ Marc Stapley

Marc Stapley

Chief Executive Officer

April 22, 2026


						6000 Shoreline Court, Suite 300 South San Francisco, CA 94080

Notice of Annual Meeting of Stockholders

to be held Wednesday, June 10, 2026

To the Stockholders of Veracyte, Inc.:

The 2026 Annual Meeting of Stockholders (the ”Annual Meeting”) of Veracyte, Inc., a Delaware corporation (“Veracyte,” the “company,” “we,” “us” or “our”), will be held virtually via the internet at www.virtualshareholdermeeting.com/VCYT2026 on Wednesday, June 10, 2026, at 10:00 a.m., Pacific Daylight Time, for the following purposes:


1			To elect nine directors to serve until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified;
2			To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026;
3			To approve, on a non-binding advisory basis, the compensation paid by us to our named executive officers as disclosed in the Proxy Statement;
4			To approve an amendment to our Veracyte, Inc. 2023 Equity Incentive Plan; and
5			To transact such other business as may properly come before the Annual Meeting and any postponement or adjournment of the Annual Meeting.

Only stockholders of record as of the close of business on April 15, 2026, are entitled to notice of and to vote at the Annual Meeting and any postponement or adjournment thereof.

It is important that your shares be represented at this meeting. Even if you plan to attend the meeting, we hope that you will vote as soon as possible. Voting now will ensure your representation at the Annual Meeting regardless of whether you attend. You may vote on the internet, by telephone or by mailing the enclosed proxy card or voting instruction form. You may also attend the Annual Meeting and vote and submit questions during the Annual Meeting via the internet at www.virtualshareholdermeeting.com/VCYT2026. Please review the instructions on page 79 of the Proxy Statement and your proxy card or voting instruction form regarding each of these voting options.

By Order of the Board of Directors

/s/ Marc Stapley

Marc Stapley

Chief Executive Officer

South San Francisco, California

April 22, 2026


			Date

Wednesday,

June 10, 2026


			Time

10:00 a.m. Pacific

Daylight Time


			Location

www.virtualshareholdermeeting.com/VCYT2026


			Record Date

Close of business on

April 15, 2026



			IMPORTANT NOTICE


			Regarding the availability of proxy materials for the Annual Meeting to be held on June 10, 2026. The Proxy Statement and Annual Report are available at www.proxyvote.com.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement (”Proxy Statement”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this Proxy Statement, the words “may,” “will,” “potentially,” “expect,” “anticipate,” “intend,” “estimate,” “plan,” “project,” “believe,” “continuing,” “ongoing,” “could,” “would,” or the negative of these terms and similar expressions are intended to identify forward-looking statements. These are statements that relate to future events and include but are not limited to, forward-looking statements that involve risks and uncertainties; our ability to execute our short-term and long-term growth strategies; our plans for environmental, corporate governance and social responsibility, and other future events.

These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors, including, but not limited to, the risks and uncertainties listed in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission on February 26, 2026, and other reports filed with the U.S. Securities and Exchange Commission. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements to reflect subsequent events or circumstances, except as required by law.

Table of Contents


						Page

			Proxy Statement Summary			1
			PROPOSAL ONE Election of Directors			5

SEC Form DEF 14A filed by Veracyte Inc.