CareDx (CDNA) legal chief logs RSU awards, tax withholdings and 4,441-share sale

(Moderate)

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Form Type

Rhea-AI Filing Summary

CareDx, Inc. Secretary and General Counsel Jeffrey Adam Novack reported multiple equity transactions in company common stock. He was granted 33,000 restricted stock units that begin vesting on April 6, 2027 over three years, subject to continued employment, and 4,342 shares from a performance RSU award earned after performance criteria were certified on February 2, 2026. To cover tax withholding on PRSU and RSU vesting, 2,492 and 2,970 shares, respectively, were withheld by CareDx. On February 3, 2026, 4,441 shares were sold at $20.5553 per share under a pre-arranged Rule 10b5-1 trading plan. Following these transactions, Novack directly held 125,364 shares of CareDx common stock.

Insider Trade Summary

Net Buyer: 27,439 shares

Net Buy 5 txns

Insider Novack Jeffrey Adam

Role Secretary and General Counsel

Sold 4,441 shs ($91K)

Type	Security	Shares	Price	Value
Sale	Common Stock	4,441	$20.5553	$91K
Grant/Award	Common Stock	33,000	$0.00	$0.00
Grant/Award	Common Stock	4,342	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	2,492	$20.42	$51K
Exercise Price or Tax Liability	Common Stock	2,970	$20.42	$61K

Holdings After Transaction: Common Stock — 125,364 shares (Direct)

Footnotes (5)

F1. 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.
F2. 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.
F3. 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.
F4. 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 RSUs.
F5. The transaction reported in this row was effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on September 4, 2025.

FAQ

What insider transactions did CareDx (CDNA) report for Jeffrey Adam Novack?

CareDx reported that Secretary and General Counsel Jeffrey Adam Novack received 33,000 RSUs, 4,342 performance-based shares, had 5,462 shares withheld for taxes, and sold 4,441 shares at $20.5553 each. After these transactions, he directly owned 125,364 shares of common stock.

How many CareDx (CDNA) restricted stock units did Jeffrey Novack receive?

Jeffrey Novack received 33,000 restricted stock units in CareDx common stock. One-third of these RSUs will vest on April 6, 2027, with the remaining two-thirds vesting in eight equal quarterly installments, subject to his continuous employment on each vesting date.

What is the vesting schedule for Jeffrey Novack’s CareDx (CDNA) RSU grant?

The 33,000 RSUs granted to Jeffrey Novack vest over three years. One-third vests on April 6, 2027, and the remaining two-thirds vest in equal quarterly installments over the next eight quarters, assuming he remains continuously employed on each vesting date.

What performance-based shares did Jeffrey Novack earn at CareDx (CDNA)?

Novack earned 4,342 shares from a performance restricted stock unit award initially granted on February 1, 2025. These shares were earned after performance criteria were achieved and certified by the Compensation and Human Capital Committee on February 2, 2026.

Why were some of Jeffrey Novack’s CareDx (CDNA) shares withheld?

CareDx withheld 2,492 shares tied to PRSU vesting and 2,970 shares tied to RSU vesting to satisfy tax withholding obligations. These withholdings occurred in connection with the issuance of shares upon vesting of the respective stock unit awards.

How many CareDx (CDNA) shares did Jeffrey Novack sell and under what plan?

Jeffrey Novack sold 4,441 shares of CareDx common stock at $20.5553 per share on February 3, 2026. The sale was executed under a Rule 10b5-1 trading plan that he adopted on September 4, 2025, providing a pre-arranged framework for selling shares.

How many CareDx (CDNA) shares does Jeffrey Novack own after these transactions?

After the reported grants, tax withholdings, and sale, Jeffrey Novack directly owned 125,364 shares of CareDx common stock. This figure reflects his beneficial ownership following all non-derivative transactions reported for February 2 and February 3, 2026.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/04/2026 - 04:22 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Novack Jeffrey Adam

(Last)

(First)

(Middle)

C/O CAREDX, INC.

8000 MARINA BOULEVARD, 4TH FLOOR

(Street)

BRISBANE

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)
	Secretary and General Counsel

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/02/2026		A		33,000⁽¹⁾	A	$0	130,925	D
Common Stock	02/02/2026		A		4,342⁽²⁾	A	$0	135,267	D
Common Stock	02/02/2026		F		2,492⁽³⁾	D	$20.42	132,775	D
Common Stock	02/02/2026		F		2,970⁽⁴⁾	D	$20.42	129,805	D
Common Stock	02/03/2026		S⁽⁵⁾		4,441	D	$20.5553	125,364	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

4. 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 RSUs.

5. The transaction reported in this row was effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on September 4, 2025.

	/s/ Jeffrey Adam Novack	02/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR