Our business, financial condition and operating results are affected by a number of factors, whether currently known or unknown, including risks specific to us or the healthcare industry as well as risks that affect businesses in general. In addition to the information set forth in this Quarterly Report on Form 10-Q, you should consider carefully the factors discussed in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 24, 2026. The risks and uncertainties disclosed in such Annual Report could materially adversely affect our business, financial condition, cash flows or results of operations and thus our stock price. Except as set forth below, during the second quarter of fiscal 2026, there were no material changes to our previously disclosed risk factors. These risk factors may be important to understanding other statements in this Quarterly Report and should be read in conjunction with the unaudited condensed consolidated financial statements and related notes in Part I, Item 1, “Financial Statements” and Part I, Item 2,“Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report. Because of such risk factors, as well as other factors affecting our financial condition and operating results, past financial performance should not be considered to be a reliable indicator of future performance, and investors should not use historical trends to anticipate results or trends in future periods. Risks Related to the Proposed Acquisition of Personalis The proposed acquisition may not be completed, and the merger agreement may be terminated in accordance with its terms. The proposed acquisition is subject to a number of conditions that must be satisfied or waived prior to the completion of the proposed acquisition, including, among others, the approval by Personalis stockholders of the proposal to adopt the merger agreement, the receipt of requisite regulatory approvals and the approval for listing on Nasdaq of the shares of our Class A common stock issuable to Personalis stockholders pursuant to the merger agreement. These conditions to the completion of the proposed acquisition may not be satisfied or waived in a timely manner or at all, and, accordingly, the proposed acquisition may be delayed or may not be completed. In addition, if the proposed acquisition is not completed by April 20, 2027, which date may be extended to October 20, 2027 (and potentially to April 20, 2028) in certain circumstances, either we or Personalis may choose not to proceed with the proposed acquisition by terminating the merger agreement, and the parties can mutually decide to terminate the merger agreement at any time, before or after stockholder approval. Personalis may also terminate the merger agreement if, immediately prior to the closing, the volume-weighted average trading price of our Class A common stock is finally determined to be less than $46.00 per share based on the 15 consecutive trading days prior to but not including the last trading day prior to the closing. In addition, we and Personalis may elect to terminate the proposed acquisition in certain other circumstances as set forth in the merger agreement. If the merger agreement is terminated under specified circumstances, Personalis would be required to pay us a termination fee of approximately $76.8 million, and in certain circumstances, we would be required to pay Personalis a termination fee of the same amount. Failure to complete the proposed acquisition could negatively impact the price of shares of our Class A common stock, as well as our business and results of operations. If the proposed acquisition is not completed for any reason, our business and results of operations may be adversely affected and, without realizing any of the benefits of having completed the proposed acquisition, we would be subject to a number of risks, including: •we may experience negative reactions from the financial markets, including negative impacts on the market price of our Class A common stock; •we may experience negative reactions from clients, vendors, and other third parties with whom we do business, which in turn could affect our business operations; •we may experience negative reactions from employees; and •we will have expended time and resources that could otherwise have been spent on our existing business and the pursuit of other opportunities that could have been beneficial to us, and our ongoing business and results of operations may be adversely affected. 59 Uncertainties associated with the proposed acquisition may cause a loss of our and Personalis’ management personnel and other key employees, which could adversely affect the business and operations of the combined company following the proposed acquisition. Each of us and Personalis depends on the experience and industry knowledge of its officers and other key employees to execute its business plans. The success of the combined company after the proposed acquisition will depend, in part, on its ability to retain key management personnel and other key employees. Our and Personalis’ current and prospective employees may experience uncertainty about their roles within the combined company following the proposed acquisition or other concerns regarding the timing and completion of the proposed acquisition or the operations of the combined company following the proposed acquisition, any of which may have an adverse effect on our and Personalis’ ability to retain or attract key management and other key personnel. If we or Personalis are unable to retain personnel, including our or Personalis’ key management, who are critical to the future operations of the companies, we and Personalis could face disruptions in our respective operations, loss of existing clients, loss of key information, expertise or know‑how and unanticipated additional recruitment and training costs. In addition, the loss of our and Personalis’ key personnel could diminish the anticipated benefits of the proposed acquisition. We are expected to incur significant costs in connection with the proposed acquisition and integration of the two companies, which may be in excess of those anticipated by us. We have incurred and expect to continue to incur costs associated with negotiating and completing the proposed acquisition and combining the operations of the two companies. These costs have been, and will continue to be, substantial. The substantial majority of costs will consist of transaction costs related to the proposed acquisition and include, among others, fees paid to financial, legal and accounting advisors, filing fees, employee retention costs and other employment-related costs. Many of these costs will be borne by us even if the proposed acquisition is not completed. We will also incur transaction costs related to formulating and implementing integration plans, including facilities, systems and service contract consolidation costs and employment‑related costs. We will continue to assess the magnitude of these costs, and additional unanticipated costs may be incurred in connection with the proposed acquisition and the integration of the two companies’ businesses. Although we expect that the elimination of duplicative costs, as well as the realization of other synergies related to the integration of the businesses, should allow the combined company to offset integration‑related costs over time, this net benefit may not be achieved in the near term, or at all. The costs described above, as well as other unanticipated costs and expenses, could adversely affect the results of operations, financial condition and cash flows of the combined company following the completion of the proposed acquisition. Litigation relating to the proposed acquisition, if any, could result in an injunction preventing the completion of the proposed acquisition and/or substantial costs to us. Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into acquisition, merger or other business combination agreements like the merger agreement. Even if such a lawsuit is without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on our liquidity and financial condition. Lawsuits that may be brought against us, Personalis, or our or Personalis' respective directors could also seek, among other things, injunctive relief or other equitable relief, including a request to rescind parts of the merger agreement already implemented and to otherwise enjoin the parties from consummating the proposed acquisition. If a plaintiff is successful in obtaining an injunction prohibiting completion of the proposed acquisition, that injunction may delay or prevent the proposed acquisition from being completed within the expected timeframe or at all, which may adversely affect our businesses, results of operations, financial condition and cash flows. The failure to integrate our and Personalis’ businesses and operations successfully in the expected time frame may adversely affect the combined company’s business and results of operations. We and Personalis have operated and, until the completion of the proposed acquisition, will continue to operate independently. Following the completion of the proposed acquisition, our and Personalis’ businesses may not be integrated successfully. It is possible that the integration process could result in the loss of our or Personalis’ key employees, the loss of clients, service providers, vendors or other business counterparties, the disruption of either company’s or both companies’ ongoing businesses, inconsistencies in standards, controls, procedures and policies, potential unknown liabilities and unforeseen expenses, delays, or regulatory conditions associated with and following completion of the proposed acquisition; or higher‑than‑expected integration costs and an overall post‑completion integration process that takes longer than originally anticipated. 60 In addition, at times the attention of certain members of either company’s or both companies’ management and resources may be focused on completion of the proposed acquisition and the integration of the businesses of the two companies and may reduce their availability for day‑to‑day business operations or other opportunities that may be beneficial, which may disrupt each company’s ongoing operations and the operations of the combined company. The combined company may fail to realize all of the anticipated benefits of the proposed acquisition. The success of the proposed acquisition will depend, in part, on our ability to realize the operating synergies and other benefits from combining our and Personalis’ businesses. The anticipated operating synergies and other benefits of the proposed acquisition may not be realized fully or at all, may take longer to realize than expected, or may result in other adverse effects that we do not currently foresee, in which case, among other things, the proposed acquisition may not generate the expected growth or value for our stockholders. The integration process may, for each of us and Personalis, result in the loss of key employees, the disruption of ongoing businesses or inconsistencies in standards, controls, procedures and policies. In addition, there could be potential unknown liabilities and unforeseen expenses associated with the proposed acquisition that could adversely impact the combined company. The future results of the combined company following the proposed acquisition will suffer if the combined company does not effectively manage its expanded operations. Following the proposed acquisition, the size and complexity of the combined company will increase significantly compared to the separate businesses of each of us and Personalis. The combined company’s future success will depend, in part, upon its ability to manage this expanded business, which will pose substantial challenges for management, including challenges related to the management of a larger number of operations and geographies and associated increased costs and complexity. The combined company may also face increased scrutiny from, and/or additional regulatory requirements of, governmental authorities as a result of the significant increase in the size and complexity of the business. There can be no assurances that the combined company will be successful or that it will realize the expected operating synergies or other benefits currently anticipated from the proposed acquisition. Our stockholders may not realize a benefit from the proposed acquisition commensurate with the ownership dilution they will experience in connection with the proposed acquisition. If the combined company is unable to realize the full strategic and financial benefits currently anticipated from the proposed acquisition, our stockholders will have experienced substantial dilution of their ownership interests in us without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent the combined company is able to realize only part of the strategic and financial benefits currently anticipated from the proposed acquisition. Risks Related to Our Convertible Notes Our 0.75% Convertible Senior Notes due 2030, or the 2030 Notes, and our 0.00% Convertible Senior Notes due 2032, or the 2032 Notes and, together with the 2030 Notes, the Notes, and the issuance of shares of our Class A common stock upon conversion of the Notes, if any, may impact our financial results, result in dilution to our stockholders, create downward pressure on the price of our Class A common stock, and restrict our ability to raise additional capital or to engage in a beneficial takeover. We issued $750.0 million in aggregate principal amount of 2030 Notes in July 2025 and $460.0 million in aggregate principal amount of 2032 Notes in May 2026. We are subject to a variety of risks related to the Notes, such as: •servicing our debt requires a certain level of cash flow or financing from other sources, and our ability to make scheduled payments of the principal of, and interest or special interest, if any, on, our Notes, or to refinance or repurchase our Notes depends on our future performance, which is subject to economic, financial, competitive and other factors beyond our control; •our ability to refinance or repurchase our indebtedness will depend on the capital markets and our financial condition at such time, and if we are unable to engage in any of these activities or engage in these activities on desirable terms, we may be unable to meet the obligations of our Notes; •if we deliver cash to noteholders upon conversion of their Notes, the payment of cash could adversely affect our liquidity; •if shares of our Class A common stock are issued to the holders of the Notes upon conversion, there will be dilution to our stockholders’ equity and the market price of our Class A common stock may decrease due to the additional selling pressure in the market; 61 •certain provisions in the indentures governing the Notes may delay or prevent an otherwise beneficial takeover attempt of us; and •we may from time to time seek to retire or purchase our outstanding debt, including the Notes, through cash purchases and/or exchanges for other securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions, and other factors. The amounts involved in any such transactions, individually or in the aggregate, may be material. Further, any such purchases or exchanges may result in us acquiring and retiring a substantial amount of such indebtedness, which could impact the trading liquidity of such indebtedness. The conditional conversion feature of the Notes, if triggered, may adversely affect our financial condition and operating results. In the event the conditional conversion feature of the Notes is triggered, holders of the Notes will be entitled to convert their Notes at any time during specified periods at their option. If one or more holders elect to convert their Notes, unless we elect to satisfy our conversion obligation by delivering solely shares of our Class A common stock (other than paying cash in lieu of delivering any fractional share), we would be required to settle a portion or all of our conversion obligation through the payment of cash, which could adversely affect our liquidity. In addition, even if holders do not elect to convert their Notes, we could be required under applicable accounting rules to reclassify all or any portion of the outstanding principal of the Notes as a current rather than long-term liability, which would result in a material reduction of our net working capital. The Capped Call Transactions may affect the value of the Notes and our Class A common stock. In connection with the issuance of the 2030 Notes and the 2032 Notes, we entered into capped call transactions, or the 2030 Capped Call and the 2032 Capped Call, respectively, and together the Capped Call Transactions, with one of the initial purchasers and certain other financial institutions, or the option counterparties. The Capped Call Transactions cover, subject to customary adjustments, the number of shares of our Class A common stock initially underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to our Class A common stock upon any conversion of Notes and/or offset any cash payments we are required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap. In connection with establishing their initial hedges of the Capped Call Transactions the option counterparties or their respective affiliates likely entered into various derivative transactions with respect to our Class A common stock and/or purchased shares of our Class A common stock concurrently with or shortly after the pricing of the Notes, including with, or from, as the case may be, certain investors in the Notes. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to our Class A common stock and/or purchasing or selling our Class A common stock or other securities of ours in secondary market transactions following the issuance of the Notes and prior to the maturity of the Notes (and are likely to do so during the 20 trading day period beginning on the 21st scheduled trading day prior to the maturity date of the Notes, or, to the extent we exercise the relevant election under the Capped Call Transactions, following any repurchase, redemption, or conversion of the Notes). The potential effect, if any, of these transactions and activities on the market price of our Class A common stock or the Notes will depend in part on market conditions and cannot be ascertained at this time. Any of these activities could adversely affect the value of our Class A common stock and the value of the Notes. We are subject to counterparty risk with respect to the Capped Call Transactions. The option counterparties are financial institutions, and we will be subject to the risk that any or all of them might default under the Capped Call Transactions. Our exposure to the credit risk of the option counterparties will not be secured by any collateral. Global economic conditions have from time to time resulted in the actual or perceived failure or financial difficulties of many financial institutions and could adversely affect the option counterparties’ performance under the Capped Call Transactions. If an option counterparty becomes subject to insolvency proceedings, we will become an unsecured creditor in those proceedings with a claim equal to our exposure at that time under the Capped Call Transactions with such option counterparty. In addition, upon a default by an option counterparty, we may suffer more dilution than we currently anticipate with respect to our Class A common stock. We can provide no assurances as to the financial stability or viability of the option counterparties. In addition, the terms of the Capped Call Transactions may be subject to adjustment in the event of certain corporate and other transactions or events. The Capped Call Transactions may not operate as we anticipate in the event that terms of such instruments are adjusted as a result of transactions in the future or in the event of other unanticipated developments that may adversely affect the value of the Capped Call Transactions to us. 62