Kennedy Keith 4

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.