UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 1524, 2026

CAREDX, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36536	94-3316839
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8000 Marina Boulevard, 4th Floor
Brisbane, California 94005
(Address of Principal Executive Offices) (Zip Code)

(415) 287-2300

Registrant’s telephone number, including area code

N/A

(Former Name, or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

(Title of each class)		(Trading Symbol)		(Name of exchange on which registered)
Common Stock, $0.001 Par Value		CDNA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement.

On April 15 28, 2026, CareDx, Inc. (the “Company”) entered into aan ~~Purchase~~ Agreement and Plan of Merger (the “~~Purchase~~Merger Agreement”) with ~~Eurobio~~Naveris, ~~Scientific~~Inc., Sa Delaware corporation (“Naveris”), Nautilus Merger Sub, Inc.A., a Delaware corporation and wholly owned subsidiary of the Company (“~~Eurobio~~Merger Sub”), ~~pursuant~~and Shareholder Representative Services LLC, solely in its capacity as the representative of the securityholders of Naveris, pursuant to which, and subject to the terms and conditions set forth therein, ~~the~~Merger ~~Company~~Sub ~~agreed~~will tomerge ~~sell~~with toand ~~Eurobio~~into ~~the~~Naveris, with ~~shares~~Naveris ofcontinuing ~~CareDx~~as ~~AB,~~the surviving corporation and a wholly- owned ~~Swedish~~ subsidiary of the Company, ~~and~~(the ~~certain~~“Transaction”). Under ~~assets~~the ~~relating~~terms and subject to the ~~Company’s~~conditions ~~kitted~~set ~~laboratory~~forth ~~products~~in ~~business and~~the ~~related~~Merger ~~software~~Agreement, (at the closing of the Transaction (the “~~Business~~Closing”), ~~for~~the Company will pay to Naveris’ equityholders an aggregate $~~170~~160.0 million in cash, subject to certain customary adjustments specified in the ~~Purchase~~ Merger Agreement, including for Naveris' cash, indebtedness, transaction expenses and net working capital. Additionally, under the terms and subject to the conditions set forth in the Merger Agreement, Naveris’ equityholders will be eligible to receive up to $100.0 million in additional cash consideration contingent upon the achievement of specified revenue-based milestones in respect of fiscal years ending December 31, 2026 and ~~indebtedness~~December (31, 2027. A portion of the ~~“Transaction”)~~closing consideration equal to $5.0 million will be deposited into an escrow account at the Closing to secure post-closing purchase price adjustments.

Each party’s obligation to consummate of the Transaction is subject to customary closing conditions, including, among other things, (i) ~~subject~~ tothe ~~certain~~expiration ~~exceptions~~or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, (ii) the accuracy of the representations and warranties of the other party contained in the Merger Agreement (except, generally, for any inaccuracies that have not had, or would not reasonably be expected to have, a material adverse effect or, with respect to certain specified representations and warranties, for any inaccuracies in any material or de minimis respect, as applicable), (iiiii) performance in all material respects by the other party of its covenants, ~~(iii) the receipt of a required regulatory approval~~ and (iv) with respect to ~~Eurobio~~the Company’s and ~~obligation~~Merger Sub’s obligations, the absence of a material adverse effect on ~~the Business that is continuing~~Naveris.

The ~~Purchase~~Merger Agreement contains representations, warranties and covenants that are customary for a transaction of this nature.

The ~~Purchase~~Merger Agreement also includes customary termination rights, including (i) by mutual written consent of ~~Eurobio and~~ the Company and Naveris, (ii) by either party if a governmental entity permanently prohibits or makes illegal the consummation of the Transaction, ~~and by Eurobio if a governmental entity imposes certain remedies in connection with the Transaction that are not required under the Purchase Agreement,~~ (iii) by either party if the Transaction has not been consummated by by October 1528, 2026, (subject to automatic extension under specified circumstances), (iv) by either party, if the other party is in an uncured material breach of its respective representations and warranties or covenants under the ~~Purchase~~Merger Agreement such that a closing condition would not be satisfied, and (v) by ~~Eurobio,~~ ~~if there is an uncured material adverse effect on~~ the ~~Business.~~Company ~~Pursuant~~if toNaveris ~~the~~does ~~Purchase~~not deliver ~~Agreement,~~ the ~~Company~~requisite ~~and~~written ~~Eurobio~~stockholder ~~will enter~~consent ~~into~~within a24 ~~transition~~hours ~~services~~after ~~agreement~~execution ~~at the closing~~ of the ~~Transaction~~Merger Agreement.

The ~~Company~~foregoing isdescription ~~granted~~of the ~~exclusive~~Merger ~~right~~Agreement todoes ~~distribute~~not ~~NGS-~~purport ~~and~~to ~~PCR-based post-transplant~~be ~~assays~~complete ~~for~~and ~~solid~~is ~~organ~~qualified ~~or stem cell transplants~~ in ~~the~~its ~~US,~~entirety ~~Canada and Mexico manufactured~~ by ~~Eurobio, including AlloSeqcfDNA,~~reference ~~AlloSeqHCT, NGStrack, KMRtrack or any other chimerism or cfDNA monitoring product. Eurobio may, however, continue~~ to ~~serve~~the ~~Eurobio’s existing~~full ~~customers~~text as of the ~~closing~~Merger ofAgreement, ~~the~~which ~~Transaction~~is ~~with~~filed ~~Eurobio’s~~as ~~current~~Exhibit ~~existing products~~2.1 ~~Eurobio~~to ~~retains~~this ~~the~~Current ~~exclusive right~~Report inon ~~the~~Form ~~US,~~8-K ~~Canada~~ and ~~Mexico~~is ~~to sell the current Company chimerism assay solely to the Company’s existing customers for three~~incorporated ~~years~~herein ~~after~~by ~~the closing of the Transaction, but may not otherwise sell the current Company chimerism assay in North America~~reference.

The ~~foregoing~~Merger ~~description~~Agreement ofis ~~the~~filed ~~Purchase~~to ~~Agreement~~provide ~~does~~investors with information regarding its terms. It is not ~~purport~~ intended to beprovide ~~complete~~any other factual information about the Company or Naveris. The representations, warranties and iscovenants ~~qualified~~contained in ~~its~~the ~~entirety~~Merger byAgreement ~~reference~~were made solely for the benefit of the parties thereto, as of specified dates, and may be subject to limitations agreed upon by the ~~full~~parties, ~~text~~including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties ~~Purchase~~instead ~~Agreement,~~of ~~which~~establishing isthese ~~filed~~matters as ~~Exhibit 2~~facts.~~1 to~~ ~~this~~Accordingly, ~~Current~~investors ~~Report~~should not rely on ~~Form 8-K~~the representations, warranties and covenants, isor ~~incorporated~~any ~~herein~~description bythereof, ~~reference~~as characterizations of the actual state of facts or condition of the Company or Naveris.

~~The~~Item ~~Purchase Agreement is filed to provide investors with information regarding its terms~~2.02 ItResults is not intended to provide any other factual information about the Company, Eurobio or the Business. The representations, warranties and covenants contained in the Purchase Agreement were made solely for the benefit of ~~the~~Operations ~~parties thereto, as of specified dates,~~ and ~~may~~Financial be subject to limitations agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties instead of establishing these matters as factsCondition. Accordingly, investors should not rely on the representations, warranties and covenants, or any description thereof, as characterizations of the actual state of facts or condition of the Company, Eurobio or the Business.

~~Item~~On 2April 28, 2026, the Company issued a press release announcing its financial results for the quarter ended March 31, 2026.~~02.~~ ~~Results~~A copy of ~~Operations~~the press release is attached hereto as Exhibit 99.1 and ~~Financial~~is ~~Condition~~incorporated herein by reference.

OnThe ~~April 15,~~information ~~2026,~~in ~~the~~this ~~Company~~Item ~~issued~~2.02, aincluding the press release ~~(the “Press~~attached ~~Release”),~~hereto as ~~described~~Exhibit ~~further~~99.1, is intended to be furnished under Item 72.02 and Item 9.01 ~~below,~~of ~~which~~Form ~~included~~8-K ~~information~~and ~~with~~shall ~~respect~~not tobe deemed “filed” for purposes of Section 18 of the ~~Company’s~~Exchange ~~preliminary unaudited~~Act, ~~financial~~or ~~results~~otherwise ~~for~~subject to the ~~quarter~~liabilities ~~ended~~of ~~March 31~~that Section, ~~2026~~nor ~~and~~shall ~~certain~~it ~~additional~~be ~~preliminary~~deemed ~~metrics.~~incorporated Aby ~~copy~~reference ofin any filing under the ~~Press Release~~Securities isAct ~~furnished~~of 1933, as ~~Exhibit 99.1~~amended, or tothe ~~this~~Exchange ~~Current~~Act, ~~Report~~except onas ~~Form 8-K~~shall ~~and~~be isexpressly ~~incorporated~~set ~~herein~~forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.

OnThe ~~April 15,~~Company ~~2026,~~is ~~the~~posting ~~Company~~an ~~issued~~updated ~~the~~corporate ~~Press~~presentation ~~Release~~(the ~~announcing~~“Corporate ~~the~~Presentation”) ~~entry~~on ~~into~~its ~~the~~website. ~~Purchase~~The ~~Agreement~~Corporate ~~and~~Presentation ~~the~~is ~~Transaction~~current ~~described~~as inof ~~Item~~April ~~1.01~~28, ~~above.~~2026, Aand ~~copy of~~ the ~~Press~~Company ~~Release~~disclaims isany ~~furnished as Exhibit 99.1~~obligation to update this ~~Current~~material ~~Report~~in onthe ~~Form 8-K and is incorporated herein by reference~~future.

~~The~~On ~~information~~April ~~set~~28, ~~forth in Item 2.02~~2026, ~~this~~the ~~Item~~Company ~~7.01~~issued ~~and in~~ the ~~attached Exhibit 99.1~~Press ~~shall~~Release ~~not~~announcing bethe ~~deemed~~entry ~~“filed”~~into ~~for~~the ~~purposes~~Merger ofAgreement ~~Section 18~~and of the ~~Securities Exchange Act of 1934, as amended~~Transaction ~~(the~~described ~~“Exchange~~in ~~Act”),~~Item or1.01 ~~otherwise~~above. ~~subject~~A tocopy ~~the liabilities~~ of ~~that Section, nor shall it be deemed incorporated by reference in any filing under~~ the ~~Securities~~Press ~~Act~~Release ofis ~~1933,~~furnished as ~~amended,~~Exhibit or99.2 ~~the~~to ~~Exchange~~this ~~Act,~~Current ~~except~~Report ason ~~shall~~Form be8-K ~~expressly~~and ~~set~~is ~~forth~~incorporated herein by ~~specific~~ reference ~~in such a filing~~.

~~Forward-Looking~~The ~~Statements~~information set forth in this Item 7.01 and in the attached Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

~~This~~Item ~~Current Report on Form~~ 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Transaction, including the expected timing of completion, anticipated benefits, and other statements that are not historical facts.01 ~~Forward-looking~~Other statements can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and similar expressionsEvents. These forward-looking statements are based on the Company’s current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, among others, the failure to satisfy the closing conditions to the Transaction, the failure to obtain required regulatory approvals or third-party consents, the occurrence of any event, change or other circumstance that could give rise to the termination of the Purchase Agreement, delays in completing the Transaction, the risk that the Transaction may not be completed on the anticipated timeline or at all, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K speak only as of the date hereof, and the Company disclaims any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

~~Item~~On 9April 24, 2026, the Company’s Board of Directors (the “Board”) authorized a common stock repurchase program of up to $100 million in shares for up to 24 months from April 30, 2026.01 Under the repurchase program, the Company may purchase shares of common stock on a discretionary basis from time to time through open market repurchases, privately negotiated transactions or other means, including through Rule 10b5-1 trading plans or through the use of other techniques. ~~Financial~~The ~~Statements~~timing and number of shares repurchased, and ~~Exhibits~~the price of any repurchases, will depend on a variety of factors, including stock price, trading volume, and general business and market conditions. The repurchase program does not obligate the Company to acquire a specified number of shares and may be modified, suspended, or discontinued at any time at the Company’s discretion. Repurchases under this program will be funded from the Company’s existing cash and cash equivalents or future cash flow.

~~(d) Exhibits~~The Board’s authorization for this program is separate from, and does not replace or otherwise affect, the prior $50 million stock repurchase program that was authorized by the Board in May 2025.

Exhibit No.	Description
2.1+*	Purchase Agreement, dated April 15, 2026 by and between CareDx, Inc. and Eurobio Scientific S.A..
99.1	Press Release issued by CareDx, Inc., dated April 15, 2026 (furnished).
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward-Looking Statements

+This ~~Portions~~Current Report on Form 8-K contains forward-looking statements within the meaning of ~~this~~the ~~exhibit~~Private ~~have~~Securities Litigation ~~been~~Reform ~~omitted~~Act ~~pursuant~~of to1995, ~~Item~~including ~~601(b)(10)(iv)~~statements regarding the Transaction, including the expected timing of ~~Regulation~~completion, ~~S-K~~anticipated benefits, ~~because~~and ~~they~~other ~~are~~statements ~~both~~that ~~(i)~~are not ~~material~~historical facts. Forward-looking statements can be identified by words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and ~~(ii)~~similar expressions. These forward-looking statements are based on the ~~type~~Company's current expectations and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, including, among others, the failure to satisfy the closing conditions to the Transaction, the failure to obtain required regulatory approvals or third-party consents, the occurrence of ~~information~~any event, change or other circumstance that could give rise to the ~~Registrant~~termination ~~customarily~~of the Merger Agreement, delays in completing the Transaction, the risk that the Transaction may not be completed on the anticipated timeline or at all, and ~~actually~~other ~~treats~~risks and uncertainties described in the Company's filings with the Securities and Exchange Commission. The forward-looking statements in this Current Report on Form 8-K speak only as ~~private~~of the date hereof, and the Company disclaims any obligation to update or ~~confidential~~revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

* Certain schedules and attachments have been omitted pursuant to Item ~~601(a)(5) of Regulation S-K~~9.01 ~~The~~Financial ~~Company~~Statements ~~agrees to provide, on a supplemental basis, a copy of any omitted schedules~~ and ~~attachments to the Securities and Exchange Commission or its staff upon request~~Exhibits.

~~SIGNATURES~~(d) Exhibits.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description

2.1+*		Agreement and Plan of Merger, dated April 28, 2026 by and among CareDx, Inc., Nautilus Merger Sub, Inc., Naveris, Inc. and Shareholder Representative Services LLC, solely in its capacity as the representative of the securityholders of Naveris, Inc.
99.1		Press Release issued by CareDx, Inc., dated April 28, 2026 (earnings release).
99.2		Press Release issued by CareDx, Inc., dated April 28, 2026 (Naveris acquisition).
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

Date: April 16, 2026	CAREDX, INC.
	By:	/s/ John W. Hanna
		John W. Hanna
		Chief Executive Officer
		(Principal Executive Officer)

+         Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K because they are both (i) not material and (ii) are the type of information the Registrant customarily and actually treats as private or confidential.

*        Certain schedules and attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to provide, on a supplemental basis, a copy of any omitted schedules and attachments to the Securities and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 28, 2026	CAREDX, INC.

	By:	/s/ John W. Hanna
		John W. Hanna
		Chief Executive Officer
		(Principal Executive Officer)

Filing Compare · CareDx, Inc.