CareDx, Inc. 8-K

What Happened
CareDx, Inc. announced on April 28, 2026 that it entered into an Agreement and Plan of Merger to acquire Naveris, Inc.; at closing CareDx will pay Naveris’ equityholders $160.0 million in cash, subject to customary adjustments, and Naveris’ holders may receive up to $100.0 million additional cash contingent on revenue milestones for fiscal years 2026 and 2027. A $5.0 million portion of the closing consideration will be placed in escrow for post-closing purchase price adjustments. The companies must satisfy customary closing conditions (including HSR clearance and accuracy of representations and covenants) and the merger must close by October 28, 2026 unless extended. Separately, on April 24, 2026 CareDx’s Board authorized a new stock repurchase program of up to $100 million (24‑month term starting April 30, 2026), and on April 28, 2026 the company issued a press release with its financial results for the quarter ended March 31, 2026 and posted an updated corporate presentation.

Key Details

• Transaction headline price: $160.0 million cash at closing, plus up to $100.0 million contingent earnout tied to 2026–2027 revenue milestones.
• Escrow: $5.0 million held at closing for post-closing purchase price adjustments.
• Timing & conditions: Closing subject to HSR clearance and customary reps/warranties/covenants; outside termination date of October 28, 2026 (subject to certain extensions).
• Capital actions: Board authorized a new $100.0 million share repurchase program (April 24, 2026), separate from an earlier $50.0 million program authorized in May 2025.
• Disclosure: CareDx filed a press release with Q1 2026 results (quarter ended March 31, 2026) and posted an updated corporate presentation (both dated April 28, 2026).

Why It Matters
The announced acquisition is a material deal that will require cash deployment of $160M at close and could increase total consideration to $260M if revenue-based milestones are met, which may affect CareDx’s near-term cash position and capital allocation. The new $100M repurchase authorization signals the Board’s intent to return capital to shareholders (in addition to the prior $50M program). Investors should note the transaction remains subject to regulatory and other closing conditions and that CareDx also released its Q1 2026 financial results and an updated investor presentation on April 28, 2026 for more detail.