Caredx SEC Filings

CareDx, Inc. is updating how shareholders elect its directors. The board amended and restated the company’s bylaws to replace the prior plurality standard with a majority voting standard for uncontested director elections. A director nominee will now be elected only if the votes cast “for” exceed the votes cast “against,” while abstentions and broker non-votes are not counted as votes cast. In contested elections, the company will continue to use a plurality standard.

The board also adopted a director resignation policy. Any incumbent director in an uncontested election who does not receive at least a majority of the votes cast must promptly submit their resignation. The Governance and Nominating Committee will review the resignation and make a recommendation, and within 90 days after certification of the election results the board will decide whether to accept it and publicly disclose its decision.

CareDx (CDNA): The company’s Secretary and General Counsel reported an open-market sale of common stock. On 11/07/2025, the insider sold 2,688 shares at an average price of $15.5219 (code S). Following the transaction, the insider beneficially owns 105,218 shares, held directly. The sale was executed under a Rule 10b5-1 trading plan adopted on September 4, 2025.

CareDx (CDNA) insider filing: The company’s Secretary and General Counsel reported an automatic share withholding tied to restricted stock unit vesting. On 11/06/2025, 2,152 shares of common stock were withheld at $15.01 under transaction code F to satisfy tax obligations, as stated in the footnote. Following this administrative transaction, the insider beneficially owns 107,906 shares, held directly.

CareDx, Inc. filed a Form S-8 to register common stock for employee equity plans. The filing registers 1,600,000 additional shares of common stock issuable under the CareDx, Inc. 2024 Equity Incentive Plan (as amended) and 350,000 shares issuable under the CareDx, Inc. 2025 Inducement Equity Incentive Plan.

The company incorporates by reference its Annual Report on Form 10-K for the year ended December 31, 2024 and subsequent Exchange Act reports. The filing also outlines Delaware-law indemnification provisions for directors and officers and includes customary exhibits such as the legal opinion, auditor consent, the inducement plan, and the filing fee table.

CareDx, Inc. reported stronger quarterly results for the three months ended September 30, 2025. Revenue rose to $100.1 million from $82.9 million a year ago, driven by testing services ($72.2 million), products ($12.5 million), and patient and digital solutions ($15.4 million). The company posted net income of $1.7 million (diluted EPS $0.03), compared with a net loss of $10.6 million in the prior-year period.

Year‑to‑date, revenue reached $271.4 million with a net loss of $17.2 million. Cash and cash equivalents were $91.4 million and short‑term marketable securities were $102.8 million as of September 30, 2025. The company repurchased 5.0 million shares for a total of $75.6 million under its February and May 2025 programs, and had $24.4 million remaining under the May authorization. CareDx recorded an accrued litigation settlement expense of $20.25 million related to a securities class action, with $14.9 million in expected insurance proceeds recorded in prepaid assets. In the Lanham Act case against Natera, the appellate court affirmed liability and damages; no receivable was recorded. Management noted a material weakness in internal control remained unremediated as of September 30, 2025.

CareDx, Inc. (CDNA) reported an insider Form 4 for its Secretary and General Counsel. On 11/01/2025, an F-code transaction reflected 2,872 shares withheld to cover taxes upon RSU vesting at a price of $14.77 per share. Following the transaction, the officer beneficially owns 110,058 shares, held directly.

The filing notes the shares were withheld by the issuer to satisfy tax withholding obligations tied to vested restricted stock units.

CareDx (CDNA) reported a director equity award. On 10/22/2025, the reporting person acquired 27,453 shares of Common Stock, labeled as an acquisition at a price of $0.

The award is represented by restricted stock units (RSUs) that vest in equal annual installments, with 100% vested on the third anniversary of October 22, 2025, subject to continued service. Each RSU represents the right to receive 1 share of Common Stock upon settlement for no consideration. Following the reported transaction, the reporting person beneficially owned 27,453 shares directly.

CareDx, Inc. (CDNA) reported an insider update: a company director filed a Form 3 initial statement of beneficial ownership. The filing states that no securities are beneficially owned by the reporting person.

The event date is 10/22/2025, and the form indicates it is filed by one reporting person. This is an administrative disclosure of insider status rather than a transaction.