CareDx (CDNA) COO Kennedy Keith reports RSU and PRSU share awards

Rhea-AI Filing Summary

CareDx Chief Operating Officer Kennedy Keith reported equity compensation and related tax withholding transactions in company common stock. On February 2, 2026, Keith received 60,000 shares represented by restricted stock units at $0 per share, which will vest over three years starting April 6, 2027. Keith also acquired 14,474 shares from performance-based restricted stock units that were earned after performance goals were certified on February 2, 2026. To cover tax obligations from the PRSU vesting, 4,644 shares were withheld at a price of $20.42 per share. After these transactions, Keith directly owns 209,139 CareDx 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^*

Kennedy Keith

(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 Operating 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	199,309	D
Common Stock	02/02/2026		A		14,474(2)	A	$0	213,783	D
Common Stock	02/02/2026		F		4,644(3)	D	$20.42	209,139	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
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did CareDx (CDNA) COO Kennedy Keith report in this Form 4?

Kennedy Keith reported equity compensation transactions in CareDx common stock. He received 60,000 RSU-related shares and 14,474 PRSU shares, with 4,644 shares withheld at $20.42 to cover taxes, leaving him directly holding 209,139 shares.

How many CareDx (CDNA) shares does COO Kennedy Keith own after these transactions?

After the reported transactions, Kennedy Keith directly owns 209,139 CareDx common shares. This figure reflects the new RSU and PRSU-related share issuances, net of 4,644 shares withheld by the company to satisfy tax withholding obligations tied to PRSU vesting.

What restricted stock unit (RSU) grant did CareDx COO Kennedy Keith receive?

Kennedy Keith received 60,000 shares represented by restricted stock units at $0 per share. One-third vests on April 6, 2027, with the remaining two-thirds vesting in equal quarterly installments over the next eight quarters, contingent on continued employment through each vesting date.

What are the performance RSUs (PRSUs) reported by CareDx (CDNA) COO Kennedy Keith?

The filing shows 14,474 shares from a performance restricted stock unit award initially granted February 1, 2025. These PRSUs were earned after performance criteria were achieved and certified by the Compensation and Human Capital Committee on February 2, 2026.

Why were 4,644 CareDx (CDNA) shares withheld from Kennedy Keith?

CareDx withheld 4,644 shares from Kennedy Keith at a price of $20.42 per share. These shares were withheld to satisfy tax withholding obligations arising from the issuance of shares upon the vesting of performance restricted stock units reported in the Form 4.

Is the CareDx COO’s Form 4 transaction a market sale of shares?

The filing does not show an open market sale by Kennedy Keith. Instead, it reports equity awards at $0 per share and the withholding of 4,644 shares by the company at $20.42 solely to cover associated tax withholding obligations from PRSU vesting.