CareDx (NASDAQ: CDNA) boosts CFO/COO pay with new RSU and PRSU grants

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

8-K/A

Rhea-AI Filing Summary

CareDx, Inc. updated the compensation details for Keith Kennedy, who serves as both Chief Financial Officer and Chief Operating Officer. In recognition of his expanded responsibilities, the board’s Compensation and Human Capital Committee granted him new equity awards.

Kennedy received 24,134 restricted stock units (RSUs), with one-third vesting on April 6, 2027 and the remainder vesting quarterly thereafter, subject to continued service. He was also awarded 24,134 performance-based RSUs (PRSUs), which may vest between 0% and 200% of the target amount based on performance over the 2026 and 2027 periods and additional time-based vesting. These grants are under the company’s 2024 Equity Incentive Plan, and his $613,000 annual base salary and 75% target bonus opportunity remain unchanged.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Time-based RSUs: 24,134 units Performance-based RSUs: 24,134 target units Annual base salary: $613,000 +1 more

4 metrics

Time-based RSUs 24,134 units Granted to Keith Kennedy; one-third vests April 6, 2027, remainder vests quarterly

Performance-based RSUs 24,134 target units Eligible to vest at 0%–200% of target over 2026–2027 performance periods

Annual base salary $613,000 Keith Kennedy’s salary as CFO and COO; unchanged by this action

Target bonus opportunity 75% of base salary Annual bonus target for Keith Kennedy; remains the same

Key Terms

restricted stock units, performance-based vesting conditions, Equity Incentive Plan, Change of Control and Severance Agreement, +1 more

5 terms

restricted stock units financial

"the Committee approved (i) an award of 24,134 restricted stock units (the “RSUs”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance-based vesting conditions financial

"restricted stock units subject to target achievement of certain performance-based vesting conditions (the “PRSUs”)"

Equity Incentive Plan financial

"The RSUs and PRSUs were granted under the Company’s 2024 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Change of Control and Severance Agreement financial

"except as otherwise provided in Mr. Kennedy’s existing Change of Control and Severance Agreement"

Compensation and Human Capital Committee financial

"the Committee) of the Company’s Board of Directors had not made a determination"

A compensation and human capital committee is a board-level group that sets and oversees executive pay, employee incentive plans, hiring and retention strategies, succession planning, and workplace policies. Think of it as the company’s talent and pay steering team — it shapes who gets hired or promoted, how employees are rewarded, and how workforce risks are managed. Investors care because those choices drive labor costs, company performance, leadership stability and reputation, all of which affect long-term value.

Understanding 8-K Material Events →

04/23/2026 - 04:12 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 2)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 20, 2026

CAREDX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36536

94-3316839

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

8000 Marina Boulevard

Brisbane, California 94005

(Address of Principal Executive Offices) (Zip Code)

(415) 287-2300

Registrant’s telephone number, including area code

N/A

(Former Name, or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

(Title of each class)

(Trading Symbol)

(Name of exchange on which registered)

Common Stock, $0.001 Par Value

CDNA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment No. 2”) amends the Current Report on Form 8-K filed by CareDx, Inc. (the “Company”) with the Securities and Exchange Commission on February 24, 2026, as amended by Amendment No. 1 on Form 8-K/A filed with the SEC on February 25, 2026 (together, the “Original Report”). This Amendment No. 2 is being filed to supplement the Company’s disclosure under Item 5.02 of the Original Report. The Original Report otherwise remains unchanged.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Original Report, on February 24, 2026, the Company appointed Keith Kennedy, the Company’s previous Chief Operating Officer, as the Company’s Chief Financial Officer and Chief Operating Officer, effective as of February 26, 2026. At the time of the Original Report, the Compensation and Human Capital Committee (the “Committee”) of the Company’s Board of Directors had not made a determination regarding any compensation adjustments in connection with Mr. Kennedy’s appointment as the Company’s Chief Financial Officer. In recognition of Mr. Kennedy’s expanded responsibilities in assuming the additional role of Chief Financial Officer, on April 20, 2026, the Committee approved (i) an award of 24,134 restricted stock units (the “RSUs”), of which one-third will vest on April 6, 2027, and one-twelfth will vest quarterly thereafter and (ii) an award of 24,134 restricted stock units subject to target achievement of certain performance-based vesting conditions (the “PRSUs”), which will be eligible to vest between 0% to 200% of such target number, subject to the achievement of performance-based vesting conditions over the 2026 and 2027 performance periods, and additional time-based vesting requirements, in each case subject to Mr. Kennedy’s continued services to the Company on each vesting date, except as otherwise provided in Mr. Kennedy’s existing Change of Control and Severance Agreement. The RSUs and PRSUs were granted under the Company’s 2024 Equity Incentive Plan and are in addition to the equity awards previously granted to Mr. Kennedy in connection with his service as Chief Operating Officer. Mr. Kennedy’s annual base salary of $613,000 and annual target bonus opportunity of 75% of his base salary remain unchanged.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		CAREDX, INC.

Date: April 23, 2026	By:	/s/ JOHN HANNA
		John W. Hanna
		President, Chief Executive Officer and Director

Source: View Original Filing on SEC EDGAR

FAQ

What executive compensation changes did CareDx (CDNA) disclose for Keith Kennedy?

CareDx granted Keith Kennedy new equity awards tied to his dual CFO and COO role. He received 24,134 RSUs plus 24,134 performance-based RSUs, with vesting linked to continued service and performance over 2026 and 2027, while his salary and bonus targets remain unchanged.

How many RSUs did CareDx (CDNA) grant to its CFO and COO Keith Kennedy?

Keith Kennedy received an award of 24,134 restricted stock units from CareDx. One-third vests on April 6, 2027, with the remaining units vesting quarterly thereafter, provided he continues serving the company or as otherwise allowed under his existing change of control and severance agreement.

What are the terms of Keith Kennedy’s performance-based RSUs at CareDx (CDNA)?

CareDx awarded Kennedy 24,134 performance-based RSUs that can vest between 0% and 200% of the target. Vesting depends on achieving performance-based conditions over the 2026 and 2027 performance periods, plus satisfying additional time-based service requirements set by the company.

Did CareDx (CDNA) change Keith Kennedy’s salary or bonus when he became CFO?

CareDx kept Keith Kennedy’s cash compensation unchanged when he assumed the added CFO role. His annual base salary remains $613,000, and his annual target bonus opportunity stays at 75% of base salary, with additional compensation delivered through the new RSU and PRSU equity grants.

Under which plan were Keith Kennedy’s new CareDx (CDNA) equity awards granted?

The RSUs and performance-based RSUs granted to Keith Kennedy were issued under CareDx’s 2024 Equity Incentive Plan. These awards are in addition to equity he previously received for serving as Chief Operating Officer, further aligning his incentives with company performance and shareholder interests.

Filing Exhibits & Attachments

3 documents