CareDx (CDNA) CEO exercises 70k options, sells 40k shares under 10b5-1 plan

Rhea-AI Filing Summary

CareDx, Inc. President and CEO John Walter Hanna Jr. reported a combination of option exercises and share sales in June. He exercised employee stock options to acquire 70,000 shares of common stock at an exercise price of $8.20 per share across several transactions.

On June 26 and June 29, 2026, he sold a total of 40,000 shares of common stock in open-market transactions at a weighted average price of $29.244 per share, with individual prices ranging from $29.00 to $29.58. The sales were executed under a pre-arranged Rule 10b5-1 trading plan adopted on December 12, 2025, indicating they were scheduled in advance.

Following these transactions, Hanna directly holds 661,959 shares of CareDx common stock. The underlying options relate to an award vesting over four years, with one-quarter vesting on April 15, 2025 and the remainder vesting monthly thereafter, and expiring on April 14, 2034.

Insights

Equity Compensation & Insider Trading Analyst

CEO exercised options for 70k shares and sold 40k under a pre-set 10b5-1 plan, retaining a large stake.

The filing shows CareDx CEO John Walter Hanna Jr. exercising employee stock options for 70,000 shares at an exercise price of $8.20 per share, then selling 40,000 shares of common stock on June 26 and June 29, 2026. The reported weighted average sale price was $29.244 per share, within a range of $29.00 to $29.58.

The sale was executed pursuant to a Rule 10b5-1 trading plan adopted on December 12, 2025, meaning the trades were pre-scheduled rather than opportunistic. After these transactions, Hanna directly owns 661,959 shares, so the 40,000 shares sold represent a relatively small portion of his disclosed holdings, suggesting a routine liquidity event rather than a major change in alignment.

The options exercised stem from a grant with vesting beginning April 15, 2025 and continuing monthly, expiring on April 14, 2034. With the derivativeSummary now showing no remaining derivative positions from this award in the excerpt, the filing highlights a shift from option-based to share-based exposure, while maintaining substantial ownership in the company.

Insider Trade Summary 10b5-1

Net Seller: 40,000 shares ($1,169,736)

Net Sell 12 txns

Insider Hanna John Walter JR

Role President and CEO

Sold 40,000 shs ($1.17M)

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	39,900	$0.00	--
Exercise	Common Stock	39,900	$8.20	$327K
Sale	Common Stock	39,900	$29.244	$1.17M
Exercise	Employee Stock Option (right to buy)	100	$0.00	--
Exercise	Common Stock	100	$8.20	$820.00
Sale	Common Stock	100	$29.00	$3K
Exercise	Employee Stock Option (right to buy)	15,676	$0.00	--
Exercise	Common Stock	15,676	$8.20	$129K
Exercise	Employee Stock Option (right to buy)	13,618	$0.00	--
Exercise	Common Stock	13,618	$8.20	$112K
Exercise	Employee Stock Option (right to buy)	706	$0.00	--
Exercise	Common Stock	706	$8.20	$6K

Holdings After Transaction: Employee Stock Option (right to buy) — 630,706 shares (Direct, null); Common Stock — 701,859 shares (Direct, null)

Footnotes (1)

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. 1/4th of the shares subject to the option shall vest on April 15, 2025 and 1/48th of the shares subject to the option shall vest monthly thereafter.

Key Figures

Shares sold: 40,000 shares Weighted average sale price: $29.244 per share Options exercised: 70,000 shares +5 more

8 metrics

Shares sold 40,000 shares Open-market sales on June 26 and June 29, 2026

Weighted average sale price $29.244 per share Common stock sales ranging from $29.00 to $29.58

Options exercised 70,000 shares Employee stock option exercises at $8.20 per share

Option exercise price $8.20 per share Employee Stock Option (right to buy) conversion price

Post-transaction holdings 661,959 shares Common stock directly owned after reported transactions

Rule 10b5-1 plan adoption date December 12, 2025 Plan governing the June 2026 share sales

Option expiration date April 14, 2034 Employee stock option term end

Initial vesting date April 15, 2025 One-quarter of option shares vested

Key Terms

Rule 10b5-1 trading plan, weighted average price, Employee Stock Option (right to buy), derivative security, +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted..."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The reported price in Column 4 is a weighted average price. These shares were sold in multiple..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

Employee Stock Option (right to buy) financial

"security_title: "Employee Stock Option (right to buy)" with an exercise price of $8.20..."

derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security" for the option transactions..."

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

open-market sale financial

"transaction_action: "open-market sale" for common stock transactions on June 26 and June 29, 2026..."

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/30/2026 - 05:29 PM Accepted by SEC EDGAR 06/30/2026 - 05:29 PM Learn about SEC filing dates

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).

X

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 CALIFORNIA 94005

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

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

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

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

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	06/04/2026		M		706	A	$8.2	632,665	D
Common Stock	06/11/2026		M		13,618	A	$8.2	646,283	D
Common Stock	06/15/2026		M		15,676	A	$8.2	661,959	D
Common Stock	06/26/2026		M		100	A	$8.2	662,059	D
Common Stock	06/26/2026		S(1)		100	D	$29	661,959	D
Common Stock	06/29/2026		M		39,900	A	$8.2	701,859	D
Common Stock	06/29/2026		S(1)		39,900	D	$29.244(2)	661,959	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
Employee Stock Option (right to buy)	$8.2	06/04/2026		M			706	(3)	04/14/2034	Common Stock	706	$0	700,000	D
Employee Stock Option (right to buy)	$8.2	06/11/2026		M			13,618	(3)	04/14/2034	Common Stock	13,618	$0	686,382	D
Employee Stock Option (right to buy)	$8.2	06/15/2026		M			15,676	(3)	04/14/2034	Common Stock	15,676	$0	670,706	D
Employee Stock Option (right to buy)	$8.2	06/26/2026		M			100	(3)	04/14/2034	Common Stock	100	$0	670,606	D
Employee Stock Option (right to buy)	$8.2	06/29/2026		M			39,900	(3)	04/14/2034	Common Stock	39,900	$0	630,706	D

Explanation of Responses:

1. The sale reported on this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 12, 2025.

2. The reported price in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.00 to $29.58 per share, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. 1/4th of the shares subject to the option shall vest on April 15, 2025 and 1/48th of the shares subject to the option shall vest monthly thereafter.

	/s/ John Walter Hanna, Jr.	06/30/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transactions did CareDx (CDNA) CEO report in this Form 4?

The CEO reported exercising employee stock options for 70,000 shares at $8.20 per share and selling 40,000 shares of CareDx common stock. The sales occurred on June 26 and June 29, 2026 in open-market transactions.

How many CareDx (CDNA) shares did the CEO sell and at what prices?

He sold a total of 40,000 shares of common stock. The weighted average price was $29.244 per share, with individual trades executed between $29.00 and $29.58 per share, according to the Form 4 footnote.

Was the CareDx (CDNA) CEO’s share sale under a Rule 10b5-1 trading plan?

Yes. A footnote states the sale was effected under a Rule 10b5-1 trading plan adopted on December 12, 2025. Such plans pre-schedule trades, indicating the timing was arranged in advance rather than decided spontaneously.

How many CareDx (CDNA) shares does the CEO hold after these transactions?

After the reported option exercises and sales, the CEO directly holds 661,959 shares of CareDx common stock. This figure reflects his position immediately following the transactions disclosed in the Form 4.

What were the terms of the CareDx (CDNA) options the CEO exercised?

The options had a conversion or exercise price of $8.20 per share and expire on April 14, 2034. One-quarter of the shares vested on April 15, 2025, with the remaining shares vesting monthly thereafter, as disclosed.

What is the net share effect of the CareDx (CDNA) CEO’s June 2026 transactions?

He exercised options for 70,000 shares and sold 40,000 shares, resulting in a net addition of 30,000 shares to his direct holdings. The Form 4 shows 661,959 shares owned following these transactions.