CareDx, Inc.|4Feb 4, 4:21 PM ET

Hanna John Walter JR 4

4 · CareDx, Inc. · Filed Feb 4, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

CareDx CEO John Hanna Receives 200K-Share Award; Withholds 13,694

What Happened

John W. Hanna Jr., President, CEO and Director of CareDx, received equity awards on Feb 2, 2026 totaling 200,132 shares (two awards reported). The grants are reported at $0.00 (typical for RSU/PRSU awards). Separately, 13,694 shares were withheld to satisfy tax withholding obligations; those withheld shares were valued in the filing at $20.42 each, totaling $279,631.
Using the $20.42 per-share figure shown for the withholding, the 200,132 awarded shares would be roughly worth $4.09 million (market-value estimate, not a cash transaction). The transaction is an award/vesting event, not an open-market buy or sell.

Key Details

Transaction dates: Feb 2, 2026 (reported on Form 4 filed Feb 4, 2026 — within the typical two-business-day filing window).
Reported entries:
- A: 162,500 shares (RSUs) @ $0.00 (Acquired) — see footnote re: vesting schedule.
- A: 37,632 shares (PRSUs earned) @ $0.00 (Acquired) — PRSUs certified as earned by the Compensation and Human Capital Committee.
- F: 13,694 shares withheld @ $20.42 (Disposed) = $279,631 (tax withholding).
Shares owned after the transaction: not specified in the excerpt provided.
Footnotes of note:
- RSU vesting schedule: one-third vests April 6, 2027, then remaining two-thirds vest in equal quarterly installments over the subsequent eight quarters; 100% vests on the third anniversary of April 6, 2027, subject to continued employment.
- PRSUs were earned based on performance criteria certified Feb 2, 2026.
- Withholding (F) reflects shares withheld by the issuer to satisfy tax obligations upon issuance/vesting.

Context

These entries reflect equity compensation (time-based RSUs and performance-based PRSUs) and routine tax-withholding via share retention. The withheld shares are not an open-market sale signaling a change in investment view; they are a standard payroll/tax procedure when equity vests.
For retail investors: awards increase insider exposure to the company over time as vesting occurs, but awards alone are common executive compensation and do not necessarily indicate insider buying conviction.

Form 4

Period: 2026-02-02

DirectorPresident and CEO

Transactions

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/ John Walter Hanna, Jr.|2026-02-04

1 file