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CareDx, Inc. 8-K Filings

CDNA NASDAQ

Every 8-K that CareDx, Inc. (CDNA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow CDNA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CDNA filings page.

Rhea-AI Summary

CareDx, Inc. (CDNA) filed an amended report to provide full historical financial statements for its newly acquired subsidiary Naveris, Inc. and related unaudited pro forma financial information. Naveris generated $34.3 million of revenue and a $3.9 million net loss in 2025, ending the year with $15.4 million in cash and a $65.0 million accumulated deficit. The independent auditor and Naveris management concluded there is substantial doubt about Naveris’ ability to continue as a going concern due to recurring losses and negative operating cash flows.

For the three months ended March 31, 2026, Naveris reported revenue of $10.8 million and a net loss of $0.8 million, with cash and cash equivalents of $14.3 million. Notes also disclose that on April 28, 2026 Naveris agreed to be acquired by CareDx for $160 million in upfront cash, plus up to $100 million contingent on specified revenue milestones, with closing expected in the third quarter of 2026, subject to customary conditions.

Rhea-AI Summary

CareDx, Inc. reported strong second quarter 2026 results, with revenue of $132 million, up 52% year-over-year, driven mainly by Testing Services. Testing Services revenue was $100 million, an increase of 61% year-over-year on approximately 58,000 tests, up 17%. Patient and Digital Solutions revenue reached $19 million and Lab Product revenue was $13 million, growing 50% and 8% year-over-year, respectively.

CareDx generated GAAP net income of $111 million versus a GAAP net loss of $9 million a year earlier, including a $113 million gain on the sale of its Lab Products business. Non-GAAP net income was $20 million compared to $6 million, and adjusted EBITDA was $25 million versus $5 million, with non-GAAP gross margin at 74%. Cash flow from operations was $31 million, and free cash flow was $28.7 million.

The company completed the divestiture of its Lab Products business to Eurobio Scientific and closed the acquisition of Naveris, sharpening its focus on transplant, specialty oncology, and cell therapy. It raised 2026 revenue guidance to $490–$500 million and adjusted EBITDA guidance to $66–$78 million. Recent milestones include finalized Medicare coverage for AlloSure and AlloMap and multiple clinical data presentations across its AlloHeme, HistoMap Kidney, NavDx, and AlloSure Kidney programs.

Rhea-AI Summary

CareDx, Inc. completed two major portfolio moves. It sold its Swedish CareDx AB subsidiary and kitted lab products and software business to Eurobio Scientific for an aggregate $171.7 million in cash, sharpening focus on U.S. precision medicine testing and digital solutions.

The company also closed its acquisition of Naveris, Inc. for $161.8 million in cash plus up to $100.0 million in revenue-based milestone payments. Naveris’ NavDx test is Medicare-covered at $1,800 and generated about $35 million of revenue in 2025, helping expand CareDx’s estimated addressable market to over $12 billion across transplant, specialty oncology, and cell therapy.

Rhea-AI Summary

CareDx, Inc. reported results from its 2026 Annual Meeting of Stockholders held on June 11, 2026. Stockholders approved an amendment to the 2024 Equity Incentive Plan that increases the shares reserved under the plan by 1,600,000 shares, described as approximately 3.1% of common shares issued and outstanding. They also elected five directors to one-year terms, ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, approved on a non-binding advisory basis the compensation of named executive officers, and advised that say-on-pay votes be held every one year. A total of 48,142,732 shares, representing about 93% of outstanding shares entitled to vote, were present or represented by proxy, constituting a quorum.

Rhea-AI Summary

CareDx, Inc. entered into a definitive agreement to acquire Naveris, Inc., expanding from transplant diagnostics into viral‑mediated cancer MRD surveillance. The deal includes $160 million in upfront cash plus up to $100 million in revenue‑based milestone payments. Naveris generated unaudited $34 million revenue in 2025 and about $12 million in first‑quarter 2026, and CareDx expects the transaction to be neutral to its 2026 adjusted EBITDA guidance.

CareDx reported strong first‑quarter 2026 results with total revenue of $117.7 million, up 39% from a year earlier, and GAAP net income of $2.8 million versus a prior‑year loss. Non‑GAAP net income was $18.1 million, and adjusted EBITDA rose to $18.9 million. The company raised full‑year 2026 revenue guidance to $447–$465 million and adjusted EBITDA guidance to $43–$57 million.

The Board also authorized a new common stock repurchase program of up to $100 million over 24 months starting April 30, 2026, to be funded from existing cash and future cash flow, in addition to a prior $50 million program.

Rhea-AI 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.

Rhea-AI Summary

CareDx, Inc. entered a definitive agreement to sell its Lab Products business, including Swedish subsidiary CareDx AB and related software assets, to Eurobio Scientific for $170 million in cash, subject to customary working capital and other adjustments.

The transaction is intended to sharpen CareDx’s focus on its core U.S.-based Precision Medicine Testing Services and Patient and Digital Solutions, simplify its operating model, and support AEBITDA margin expansion. Closing is subject to customary conditions, including Swedish regulatory review, and is targeted by the end of CareDx’s third quarter 2026.

CareDx expects to allocate proceeds using a disciplined capital approach, prioritizing growth investments aligned with its Precision Diagnostics Solutions model and potentially returning capital to shareholders. For the first quarter of 2026, the company reports preliminary testing services revenue growth of approximately 48% year over year, testing volume growth of about 17%, and Patient and Digital Solutions revenue growth of roughly 33%.

Rhea-AI Summary

CareDx, Inc. reported solid growth for the fourth quarter and full year 2025 and outlined its 2026 outlook, while also announcing a Chief Financial Officer transition. Full‑year 2025 revenue reached $380 million, up 14% from 2024, with Q4 2025 revenue of $108 million, up 25% year over year. Testing services generated $275 million for 2025, rising 10%, and patient and digital solutions and product revenue grew 31% and 19%, respectively. The company posted a 2025 GAAP net loss of $21 million but achieved non‑GAAP net income of $32 million and adjusted EBITDA of $32 million. CareDx ended December 31, 2025 with about $201 million in cash, cash equivalents, and marketable securities after repurchasing $88 million of stock. For 2026, it expects revenue of $420–$444 million and adjusted EBITDA of $30–$45 million. The board appointed Keith Kennedy as Chief Financial Officer and Chief Operating Officer effective February 26, 2026, while Nathan Smith resigned as CFO effective February 25, 2026 and will receive severance, a $91,643 2025 bonus, COBRA reimbursements, and vesting of 5,840 restricted stock units.

Rhea-AI Summary

CareDx reported strong growth for 2025 while reshaping its leadership team. Full-year revenue reached $380 million, up 14% from 2024, with Q4 revenue of $108 million, up 25%. Testing services, patient and digital solutions, and product revenue all grew double‑digits.

The company posted a 2025 GAAP net loss of $21 million, but delivered non‑GAAP net income of $32 million and adjusted EBITDA of $32 million. Cash, cash equivalents and marketable securities were about $201 million as of December 31, 2025 after $88 million of share repurchases. For 2026, CareDx guides revenue to $420–$444 million and adjusted EBITDA of $30–$45 million.

The Board appointed Keith Kennedy as Chief Financial Officer and Chief Operating Officer, effective February 26, 2026, following the resignation of CFO Nathan Smith for personal reasons. Smith will receive severance including nine months’ salary, a $91,643 bonus, COBRA premium reimbursement for nine months, and vesting of 5,840 restricted stock units.

Rhea-AI Summary

CareDx, Inc. filed a current report to furnish a press release announcing its preliminary unaudited financial results for the quarter and year ended December 31, 2025. The press release, dated January 12, 2026, is included as Exhibit 99.1 to the report and is incorporated by reference.

The company states that this information is being furnished under the rules for current reports and is not deemed “filed” for purposes of certain liability provisions of the Exchange Act, nor automatically incorporated into other Securities Act or Exchange Act filings unless specifically referenced.

Rhea-AI Summary

CareDx, Inc. reports that a U.S. federal court has granted preliminary approval of a proposed settlement of a shareholder derivative lawsuit titled Edelman, et al. v. Bickerstaff, et al. The company previously reached an agreement in principle to resolve this case, and on December 9, 2025, the U.S. District Court for the Northern District of California issued an order preliminarily approving the settlement.

The Court also approved the form of notice to shareholders and scheduled a hearing on June 30, 2026 to consider whether to grant final approval of the proposed settlement. CareDx has filed the notice of pendency and proposed settlement and the full stipulation and agreement of compromise, settlement, and release as exhibits to this report.

Rhea-AI Summary

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.

Rhea-AI Summary

CareDx, Inc. filed a current report to furnish a press release announcing its financial results for the quarter ended September 30, 2025. The company issued the press release on November 4, 2025 and attached it as Exhibit 99.1.

The information about these quarterly results is being furnished under the rules for results of operations and Regulation FD disclosure, and is expressly stated not to be treated as filed for liability purposes or automatically incorporated into other securities law filings. CareDx also notes that the press release is current as of November 4, 2025 and that it does not undertake to update this material.

Rhea-AI Summary

CareDx (CDNA) appointed Suresh Gunasekaran as a Class II director, effective October 22, 2025. He is the CEO and President of UCSF Health and brings extensive health system leadership experience. The Board has not yet determined any committee assignments.

As a non-employee director, he will receive an annual cash retainer of $50,000, payable quarterly and electable in cash and/or common stock. He will receive an initial restricted stock unit grant with a grant date fair value of $400,000 that vests in three equal annual installments starting one year from appointment. Following each annual meeting, he will be automatically granted RSUs with a grant date fair value of $225,000, vesting on the earlier of one year from grant or immediately before the next annual meeting. The company executed its standard director indemnification agreement. No family relationships or related-party transactions were disclosed.