Document

S-8 1 gral-sx8esppevergreenxmar2.htm S-8 Document

As filed with the Securities and Exchange Commission on March 12, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GRAIL, Inc.

(Exact name of Registrant as specified in its charter)

Delaware

86-3673636

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

1525 O’Brien Drive

Menlo Park, California

94025

(Address of Principal Executive Offices)

(Zip Code)

2024 Incentive Award Plan

2024 Employee Stock Purchase Plan

(Full Title of the Plans)

Abram Barth

General Counsel and Secretary

GRAIL, Inc.

1525 O’Brien Drive

Menlo Park, California 94025

(Name and Address of Agent for Service)

(833) 694-2553

(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

W. Alex Voxman

Andrew Clark

Ross McAloon

Emily Corbi

Latham & Watkins LLP

355 South Grand Avenue, Suite 100

Los Angeles, California 90071

(213) 485-1234

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Non-accelerated filer

☒

Smaller reporting company

☒

Emerging growth company

☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

EXPLANATORY NOTE

This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 317,335 shares of the common stock of GRAIL, Inc. (the “Registrant”) to be issued pursuant to the GRAIL, Inc. 2024 Employee Stock Purchase Plan (the “ESPP”) and an additional 368,055 shares of the common stock of the Registrant to be issued under the GRAIL, Inc. 2024 Incentive Award Plan (together with the ESPP, the “Plans”). A Registration Statement of the Registrant on Form S-8 relating to the Plans is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF

REGISTRATION STATEMENT ON FORM S-8

Except as set forth below, the contents of the Registration Statements on Forms S-8 (Files No. 333-280424 and 333-285580), including any amendments thereto, filed with the Securities and Exchange Commission, relating to the Plans, are incorporated by reference herein.


Item 8.			Exhibits

Exhibit

Number

Exhibit Description

Form

Incorporated by Reference
Date

Number

Filed

Herewith

4.1

Certificate of Incorporation of GRAIL, Inc.

8-K

06/24/2024

3.1

4.2

Amended and Restated Bylaws of GRAIL, Inc.

8-K

06/24/2024

3.2

5.1

Opinion of Latham & Watkins LLP

23.1

Consent of Independent Registered Public Accounting Firm

23.2

Consent of Latham & Watkins LLP (included in Exhibit 5.1)

24.1

Power of Attorney (included on signature page)

99.1

Form of 2024 Employee Stock Purchase Plan

8/K/A

07/02/2024

10.2

99.2

GRAIL, Inc. 2024 Incentive Award Plan

8/K/A

07/02/2024

10.1

99.3

Form of Restricted Stock Unit Award Agreement

10-12B/A

5/29/2024

10.9

99.4

Form of Stock Option Agreement

10-12B/A

5/29/2024

10.10

107.1

Registration Fee Table

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Menlo Park, State of California, on this 12th of March, 2026.



GRAIL, INC.

By:						/s/ Robert Ragusa
						Name: Robert Ragusa
						Title: Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Robert Ragusa, Abram Barth and Donald Lang, and each of them, with full power of substitution and full power to act without the other, as his true and lawful attorney-in-fact and agent to act for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file this Registration Statement, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in order to effectuate the same as fully, to all intents and purposes, as they or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature

Title

Date

/s/ Robert Ragusa

Director and Chief Executive Officer

March 12, 2026

Robert Ragusa

(Principal Executive Officer)

/s/ Aaron Freidin

Chief Financial Officer

March 12, 2026

Aaron Freidin

(Principal Financial Officer and

Principal Accounting Officer)

/s/ William Chase

Director

March 12, 2026

William Chase

/s/ Sarah Krevans

Director

March 12, 2026

Sarah Krevans

/s/ Steven Mizell

Director

March 12, 2026

Steven Mizell

/s/ Gregory Summe

Director and Chairperson of the Board

March 12, 2026

Gregory Summe

SEC Form S-8 filed by GRAIL Inc.