CareDx (CDNA) CCO reports RSU grant, PRSU vesting and tax share withholding

Rhea-AI Filing Summary

CareDx, Inc. Chief Commercial Officer Jessica Meng reported equity awards and a related tax withholding transaction. On February 2, 2026, she was granted 60,000 restricted stock units (RSUs), which vest one-third on April 6, 2027 and the remaining two-thirds in eight equal quarterly installments so that all RSUs vest by the third anniversary of April 6, 2027, subject to continuous employment. She also earned 11,579 shares from a performance restricted stock unit (PRSU) award initially granted on February 1, 2025, after performance criteria were certified on February 2, 2026. In connection with the PRSU vesting, 4,430 shares of common stock were withheld at $20.42 per share to satisfy tax withholding obligations, leaving her with 176,778 directly held common shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Meng Jessica

(Last) (First) (Middle)

C/O CAREDX, INC.

8000 MARINA BLVD, 4TH FLOOR

(Street)

BRISBANE CA 94005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CareDx, Inc. [ CDNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/02/2026		A		60,000(1)	A	$0	169,629	D
Common Stock	02/02/2026		A		11,579(2)	A	$0	181,208	D
Common Stock	02/02/2026		F		4,430(3)	D	$20.42	176,778	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported securities are represented by restricted stock units ("RSUs"), of which one-third will vest on April 6, 2027 and the remaining two-thirds will vest in equal quarterly installments thereafter on the last day of each of the subsequent eight quarters, rounded down to the nearest whole share until the last such installment, such that one-hundred percent of the RSUs will be vested on the third anniversary of April 6, 2027, subject to the Reporting Person's continuous employment on each applicable vesting date.

2. The reported securities were subject to a performance restricted stock unit ("PRSU") award that was initially granted on February 1, 2025, and were earned by the Reporting Person upon the achievement of certain performance criteria as certified by the Compensation and Human Capital Committee of the Issuer's Board of Directors on February 2, 2026.

3. These shares were withheld by the Issuer in order to satisfy certain tax withholding obligations in connection with the issuance of shares upon the vesting of PRSUs.

	/s/ Jeffrey Adam Novack, Attorney-in-Fact	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did CareDx (CDNA) report for Jessica Meng?

CareDx reported that Chief Commercial Officer Jessica Meng received 60,000 restricted stock units and 11,579 shares from a performance-based award on February 2, 2026. In the same filing, 4,430 shares were withheld to cover tax obligations related to the performance award vesting.

How many RSUs did CareDx’s CCO receive and when do they vest?

Jessica Meng received 60,000 restricted stock units from CareDx. One-third vests on April 6, 2027, and the remaining two-thirds vest in equal quarterly installments over the following eight quarters, with all RSUs fully vested by the third anniversary of April 6, 2027, subject to continued employment.

What are the details of the CareDx (CDNA) performance RSU award in this filing?

The filing shows 11,579 shares earned from a performance restricted stock unit award initially granted on February 1, 2025. These shares were earned after certain performance criteria were achieved and certified by the Compensation and Human Capital Committee on February 2, 2026, resulting in common stock issuance.

Why were 4,430 CareDx shares withheld in Jessica Meng’s Form 4?

CareDx withheld 4,430 shares of common stock at a price of $20.42 per share. These shares were retained by the issuer to satisfy tax withholding obligations arising from the issuance of shares upon the vesting of performance restricted stock units earned by Jessica Meng.

How many CareDx (CDNA) shares does Jessica Meng hold after these transactions?

Following the reported transactions, Jessica Meng directly holds 176,778 shares of CareDx common stock. This figure reflects the new RSU and performance award activity and the 4,430 shares withheld by the company to cover associated tax obligations related to the vested performance units.

What role does Jessica Meng hold at CareDx and how is it disclosed?

The filing identifies Jessica Meng as an officer of CareDx serving as Chief Commercial Officer. Her status is disclosed in the relationship section of the Form 4, which notes she is not a director and not a ten percent owner, but an executive officer.