CDNA Form 4: Nathan Smith Receives 42,000 RSUs with Multi-Year Vesting

Rhea-AI Filing Summary

CareDx insider grant reported: Nathan Smith, identified as Chief Financial Officer, acquired 42,000 restricted stock units (RSUs) on 08/07/2025, increasing his direct beneficial ownership to 42,000 shares. Each RSU is a contingent right to receive one share of the company's common stock upon settlement for no consideration. The RSUs vest over time: 25% of the total vests on August 7, 2026, with 1/16th of the total vesting in quarterly installments thereafter until fully vested, subject to continued service. No derivative securities were reported in Table II.

Positive

• Acquisition disclosed: Reporting person acquired 42,000 RSUs on 08/07/2025.
• 1:1 conversion: Each RSU represents a contingent right to receive one share of common stock upon settlement for no consideration.
• Clear vesting schedule: 25% vests on August 7, 2026, then 1/16th quarterly thereafter until fully vested, subject to continued service.

Negative

• None.

Insights

Financial Analyst

TL;DR: CFO Nathan Smith received 42,000 RSUs with multi-year vesting; disclosure is routine and informational.

The filing documents a direct acquisition of 42,000 RSUs by the company's Chief Financial Officer on 08/07/2025. The award converts 1:1 to common stock upon settlement for no consideration and carries a clear vesting schedule: 25% on 08/07/2026 then 1/16th quarterly until fully vested, conditioned on continued service. Table II shows no derivatives. From a financial reporting perspective, this is a compensation grant disclosed under Section 16 and does not by itself report cash proceeds.

Corporate Governance Expert

TL;DR: Insider equity grant disclosed with standard vesting; direct ownership increased to 42,000 RSUs.

The Form 4 shows the CFO as the reporting person and lists the transaction as an acquisition of RSUs, with ownership held directly. The filing specifies vesting mechanics and that each RSU entitles the holder to one share upon settlement for no consideration. The clear, itemized vesting schedule supports transparency on when equity will convert to shares. No indication of derivative positions or additional arrangements appears in the filing.

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
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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^*

SMITH NATHAN

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

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	08/07/2025		A		42,000(1)	A	$0(2)	42,000	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"). Pursuant to the terms of the RSU, 25% of the total number of shares underlying the RSU shall vest on August 7, 2026, and 1/16th of the total number of shares underlying the RSU shall vest in quarterly installments thereafter until fully vested, subject to the Reporting Person's continued service to the Issuer on each vesting date.

2. Each RSU represents a contingent right to receive 1 share of the Issuer's Common Stock upon settlement for no consideration.

	/s/ Jeffrey Adam Novack, Attorney-in-Fact	08/11/2025
	** 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.

FAQ

What transaction was reported on the Form 4 for CareDx (CDNA)?

The Form 4 reports that CFO Nathan Smith acquired 42,000 restricted stock units (RSUs) on 08/07/2025, resulting in direct beneficial ownership of 42,000 shares.

What are the vesting terms for the 42,000 RSUs?

The RSUs vest 25% on August 7, 2026, with the remaining shares vesting in 1/16th increments quarterly thereafter until fully vested, contingent on continued service.

What does each RSU represent in the filing?

Each RSU represents a contingent right to receive one share of the issuer's common stock upon settlement for no consideration.

Were any derivative securities reported in the filing?

No. Table II of the Form 4 contains no entries for derivative securities; only the RSU grant is reported in Table I.

How is the beneficial ownership held according to the filing?

The filing lists the ownership form as Direct (D), with 42,000 shares beneficially owned following the reported transaction.