CareDx, Inc.·4

Feb 4, 4:24 PM ET

Kennedy Keith 4

4 · CareDx, Inc. · Filed Feb 4, 2026

Research Summary

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CareDx (CDNA) COO Kennedy Keith Receives 74,474 RSU Award

What Happened
Kennedy Keith, Chief Operating Officer of CareDx, Inc., was granted two equity awards on February 2, 2026: 60,000 restricted stock units (RSUs) and 14,474 performance RSUs (PRSU), for a total of 74,474 units (reported at $0.00 per share). On the same date, 4,644 shares were withheld by the issuer to satisfy tax withholding obligations; those withheld shares are reported as disposed at $20.42 per share, totaling $94,830. The grant entries are coded as "A" (award/grant) and the withholding as "F" (tax withholding).

Key Details

  • Transaction date(s): February 2, 2026 (report filed February 4, 2026; accession 0001543503-26-000001). Filing appears timely.
  • Grants: 60,000 RSUs + 14,474 PRSUs (total 74,474 RSUs) reported at $0.00 per share.
  • Withholding: 4,644 shares withheld to satisfy taxes at $20.42/share = $94,830 (code F).
  • Vesting/conditions: PRSUs were originally granted Feb 1, 2025 and certified as earned Feb 2, 2026 (footnote F2). The RSU vesting schedule: one‑third vests April 6, 2027, remaining two‑thirds vest in equal quarterly installments thereafter (rounded down) until 100% vests on the third anniversary of April 6, 2027, subject to continued employment (footnote F1).
  • Shares owned after the transaction: not specified in the filing.
  • Footnote on withholding: shares were withheld by the issuer to satisfy tax obligations (footnote F3), not sold on the open market.

Context
RSU and PRSU grants are compensation, not purchases; they become valuable only as they vest (subject to the schedule and performance certification). The withholding of shares to cover taxes is a common administrative step and should not be read as an open‑market sale signaling sentiment. The PRSU award was performance-based and only became payable after the company certified achievement of the performance criteria.

Insider Transaction Report

Form 4
Period: 2026-02-02
Kennedy Keith
Chief Operating Officer
Transactions
  • Award

    Common Stock

    [F1]
    2026-02-02+60,000199,309 total
  • Award

    Common Stock

    [F2]
    2026-02-02+14,474213,783 total
  • Tax Payment

    Common Stock

    [F3]
    2026-02-02$20.42/sh4,644$94,830209,139 total
Footnotes (3)
  • [F1]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.
  • [F2]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.
  • [F3]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.
Signature
/s/ Jeffrey Adam Novack, Attorney-in-Fact|2026-02-04

Documents

1 file
  • 4
    form4-02042026_090248.xmlPrimary