CareDx (CDNA) CEO receives RSUs, earns PRSU shares and covers taxes

Rhea-AI Filing Summary

CareDx, Inc. President and CEO John Walter Hanna Jr. reported equity compensation and related tax withholding transactions. On February 2, 2026, he was granted 162,500 restricted stock units (RSUs) at $0 per share. One-third of these RSUs will vest on April 6, 2027, with the remaining two-thirds vesting in equal quarterly installments over the following eight quarters, so that all RSUs vest by the third anniversary of April 6, 2027, subject to continued employment.

He also acquired 37,632 shares of common stock at $0 per share, earned from a performance restricted stock unit (PRSU) award initially granted on February 1, 2025, after performance criteria were certified on February 2, 2026. To cover tax withholding on the PRSU vesting, 13,694 shares were withheld at a price of $20.42 per share. After these transactions, he directly owned 783,843 shares of CareDx common stock.

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^*

Hanna John Walter JR

(Last) (First) (Middle)

C/O CAREDX, INC.

8000 MARINA BOULEVARD, 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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		162,500(1)	A	$0	759,905	D
Common Stock	02/02/2026		A		37,632(2)	A	$0	797,537	D
Common Stock	02/02/2026		F		13,694(3)	D	$20.42	783,843	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/ John Walter Hanna, Jr.	02/04/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did CareDx (CDNA) report for its CEO?

CareDx reported that President and CEO John Walter Hanna Jr. received 162,500 RSUs, 37,632 performance-based shares, and had 13,694 shares withheld for taxes. All transactions occurred on February 2, 2026 and relate to equity compensation and associated tax obligations.

How many CareDx (CDNA) shares does the CEO own after this Form 4?

After these transactions, CareDx President and CEO John Walter Hanna Jr. directly owns 783,843 shares of common stock. This figure reflects new RSU and PRSU-related share issuances, net of 13,694 shares withheld by the company to satisfy tax withholding obligations.

What are the terms of the 162,500 RSUs granted to the CareDx CEO?

The 162,500 RSUs granted to the CareDx CEO vest over three years. One-third vests on April 6, 2027, while the remaining two-thirds vest in equal quarterly installments over the next eight quarters, contingent on his continuous employment at each vesting date.

What performance award did the CareDx (CDNA) CEO earn on February 2, 2026?

The CEO earned 37,632 shares from a performance restricted stock unit (PRSU) award initially granted on February 1, 2025. These shares were earned when the Compensation and Human Capital Committee certified that specified performance criteria were achieved on February 2, 2026.

Why were 13,694 CareDx shares withheld in the CEO’s Form 4 filing?

CareDx withheld 13,694 shares of common stock from the CEO to satisfy tax withholding obligations tied to the vesting of performance restricted stock units. The shares were withheld at a price of $20.42 per share as part of standard tax settlement procedures.

Is the CareDx CEO’s February 2026 Form 4 a stock sale to the market?

The Form 4 mainly reflects equity compensation rather than open-market sales. The CEO received RSUs and performance-based shares at $0, while 13,694 shares were withheld by CareDx at $20.42 solely to cover related tax withholding obligations on vested performance units.