GRAIL, Inc. — Major Shareholding Notification 2025

Nov 13, 2025

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SCHEDULE 13G 0001175707 XXXXXXXX LIVE Common Stock, par value $0.001 per share (the "Shares") 10/21/2025 0001699031 GRAIL, Inc. 384747101 1525 O'Brien Drive Menlo Park CA 94025 Rule 13d-1(c) Farallon Capital Partners, L.P. b CA 0 144537 0 144537 144537 N 0.4 PN Farallon Capital Institutional Partners, L.P. b CA 0 159066 0 159066 159066 N 0.4 PN Farallon Capital Institutional Partners II, L.P. b CA 0 49479 0 49479 49479 N 0.1 PN Farallon Capital Institutional Partners III, L.P. b DE 0 31851 0 31851 31851 N 0.1 PN Four Crossings Institutional Partners V, L.P. b DE 0 37625 0 37625 37625 N 0.1 PN Farallon Capital Offshore Investors II, L.P. b E9 0 310256 0 310256 310256 N 0.8 PN Farallon Capital (AM) Investors, L.P. b DE 0 21582 0 21582 21582 N 0.1 PN Farallon Capital F5 Master I, L.P. b E9 0 36102 0 36102 36102 N 0.1 PN Farallon Healthcare Partners Master, L.P. b E9 0 1157186 0 1157186 1157186 N 2.9 PN Farallon Partners, L.L.C. b DE 0 1911582 0 1911582 1911582 N 4.9 OO Farallon Institutional (GP) V, L.L.C. b DE 0 37625 0 37625 37625 N 0.1 OO Farallon F5 (GP), L.L.C. b DE 0 36102 0 36102 36102 N 0.1 OO Farallon Healthcare Partners (GP), L.L.C. b DE 0 1157186 0 1157186 1157186 N 2.9 OO Dapice Joshua J. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Dreyfuss, Philip D. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Dunn Hannah E. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Fried, Richard B b X1 0 1947684 0 1947684 1947684 N 4.9 IN Gehani, Varun N. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Giauque, Nicolas b I0 0 1947684 0 1947684 1947684 N 4.9 IN Kim, David T. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Linn, Michael G. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Luo Patrick (Cheng) b F4 0 1947684 0 1947684 1947684 N 4.9 IN Patel, Rajiv A. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Roberts, Jr., Thomas G. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Saito Edric C. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Seybold, William b X1 0 1947684 0 1947684 1947684 N 4.9 IN Short Daniel S. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Spokes, Andrew J. M. b X0 0 1947684 0 1947684 1947684 N 4.9 IN Warren, John R. b X1 0 1947684 0 1947684 1947684 N 4.9 IN Wehrly, Mark C. b X1 0 1947684 0 1947684 1947684 N 4.9 IN GRAIL, Inc. 1525 O'Brien Drive, Menlo Park, California, 94025 This constitutes a late filing due to inadvertent administrative error. This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons." (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants (as defined in Item 4); (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (vii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; (viii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants; and (ix) Farallon Healthcare Partners Master, L.P., a Cayman Islands exempted limited partnership ("FHPM"), with respect to the Shares held by it and the Shares that it currently has the right to acquire upon the exercise of Warrants. FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI, F5MI and FHPM are together referred to herein as the "Farallon Funds." (x) Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of each of the FCIP V General Partner (as defined below) and the FHPM General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI and the Shares that each of the Farallon Funds other than F5MI currently has the right to acquire upon the exercise of Warrants. (xi) Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the "FCIP V General Partner"), which is the general partner of FCIP V, with respect to the Shares held by FCIP V and the Shares that FCIP V currently has the right to acquire upon the exercise of Warrants. (xii) Farallon F5 (GP), L.L.C., a Delaware limited liability company (the "F5MI General Partner"), which is the general partner of F5MI, with respect to the Shares held by F5MI and the Shares that F5MI currently has the right to acquire upon the exercise of Warrants. (xiii) Farallon Healthcare Partners (GP), L.L.C., a Delaware limited liability company (the "FHPM General Partner"), which is the general partner of FHPM, with respect to the Shares held by FHPM and the Shares that FHPM currently has the right to acquire upon the exercise of Warrants. (xiv) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, with respect to the Shares held by each of the Farallon Funds and the Shares that the Farallon Funds currently have the right to acquire upon the exercise of Warrants: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Richard B. Fried ("Fried"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); William Seybold ("Seybold"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly"). Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Luo, Patel, Roberts, Saito, Seybold, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons." The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. The citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom. Y On October 21, 2025, the date of the event requiring the filing of this statement, certain Reporting Persons acquired Warrants (as defined below), as a result of which the Reporting Persons in the aggregate acquired beneficial ownership of more than 5% of the Shares then outstanding. On November 4, 2025, as a result of sales of Shares by certain Reporting Persons, the Reporting Persons in the aggregate ceased to be beneficial owners of more than 5% of the Shares then outstanding. This statement reports as of November 4, 2025. As of such date, the Farallon Funds held an aggregate of: (i) 1,376,663 Shares; and (ii) 571,021 Pre-Funded Common Stock Purchase Warrants (the "Warrants"), each of which currently is exercisable, pursuant to the terms thereof, to purchase one Share. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The Shares and Warrants reported hereby for the Farallon Funds are held directly by the Farallon Funds. The Farallon General Partner, as the general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI and the sole member of the FCIP V General Partner and the FHPM General Partner, may be deemed to be a beneficial owner of all such Shares held by the Farallon Funds other than F5MI and the Shares that the Farallon Funds other than F5MI have the right to acquire upon the exercise of Warrants. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of all such Shares held by FCIP V and the Shares that FCIP V has the right to acquire upon the exercise of Warrants. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of all such Shares held by F5MI and the Shares that F5MI has the right to acquire upon the exercise of Warrants. The FHPM General Partner, as the general partner of FHPM, may be deemed to be a beneficial owner of all such Shares held by FHPM and the Shares that FHPM has the right to acquire upon the exercise of Warrants. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner and a manager or senior manager, as the case may be, of the FCIP V General Partner, the F5MI General Partner and the FHPM General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of all such Shares held by the Farallon Funds and the Shares that the Farallon Funds have the right to acquire upon the exercise of Warrants. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner, the FHPM General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such Shares. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The percentages set forth herein are calculated based on 38,801,968 Shares outstanding, based upon information provided by the Issuer. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person. N Y Y Y N The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons neither disclaim nor affirm the existence of a group among them. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page. Y N By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k) Farallon Capital Partners, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 11/13/2025 Farallon Capital Institutional Partners, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 11/13/2025 Farallon Capital Institutional Partners II, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 11/13/2025 Farallon Capital Institutional Partners III, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 11/13/2025 Four Crossings Institutional Partners V, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 11/13/2025 Farallon Capital Offshore Investors II, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 11/13/2025 Farallon Capital (AM) Investors, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Managing Member of its General Partner 11/13/2025 Farallon Capital F5 Master I, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 11/13/2025 Farallon Healthcare Partners Master, L.P. /s/ Hannah E. Dunn Hannah E. Dunn, Manager of its General Partner 11/13/2025 Farallon Partners, L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 11/13/2025 Farallon Institutional (GP) V, L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 11/13/2025 Farallon F5 (GP), L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 11/13/2025 Farallon Healthcare Partners (GP), L.L.C. /s/ Hannah E. Dunn Hannah E. Dunn, Manager 11/13/2025 Dapice Joshua J. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Dreyfuss, Philip D. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Dunn Hannah E. /s/ Hannah E. Dunn Hannah E. Dunn 11/13/2025 Fried, Richard B /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Gehani, Varun N. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Giauque, Nicolas /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Kim, David T. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Linn, Michael G. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Luo Patrick (Cheng) /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Patel, Rajiv A. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Roberts, Jr., Thomas G. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Saito Edric C. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Seybold, William /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Short Daniel S. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Spokes, Andrew J. M. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Warren, John R. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025 Wehrly, Mark C. /s/ Hannah E. Dunn Hannah E. Dunn, as attorney-in-fact 11/13/2025