Novack Jeffrey Adam 4

4 · CareDx, Inc. · Filed Feb 4, 2026

AI-generated summary of this filing

Updated Feb 4, 2026

CareDx (CDNA) GC Jeffrey Novack Sells Shares, Receives Award

What Happened

Jeffrey Adam Novack, Secretary and General Counsel of CareDx (CDNA), was awarded a total of 37,342 restricted/performance stock units (33,000 RSUs + 4,342 PRSUs) that were recorded on Feb 2, 2026 (acquired at $0.00). To cover tax withholding on the issuances, 5,462 shares were withheld (2,492 and 2,970 shares) at $20.42 per share, totaling $111,534 in value. On Feb 3, 2026 Novack sold 4,441 shares in an open-market transaction at $20.56 per share for proceeds of $91,286.
The awards reflect compensation (not market purchases). The PRSUs were certified as earned by the Compensation Committee and the RSUs have a scheduled vesting timetable (see footnotes).

Key Details

Transaction dates and amounts:
- Feb 2, 2026: Award of 33,000 RSUs and 4,342 PRSUs (total 37,342 shares) at $0.00.
- Feb 2, 2026: 2,492 and 2,970 shares withheld for taxes at $20.42 ($50,887 and $60,647 respectively).
- Feb 3, 2026: Open-market sale of 4,441 shares at $20.56 for $91,286 (reported as Rule 10b5-1 plan sale).
Shares owned after the transactions: Not stated in the provided Form 4 details.
Notable footnotes:
- RSUs vest over time (one-third on April 6, 2027, remainder quarterly thereafter; fully vested on the third anniversary, subject to continued employment).
- PRSUs were granted Feb 1, 2025 and certified as earned on Feb 2, 2026.
- Withheld shares were to satisfy tax withholding for PRSU and RSU issuances.
- The Feb 3 sale was made under a 10b5-1 trading plan adopted Sep 4, 2025.
Filing timeliness: No late-filing indication provided in the supplied data.

Context

These transactions are primarily compensatory (award/vesting) rather than purchases; the withheld shares were used to pay tax obligations and a separate portion was sold under a pre-established 10b5-1 plan. Such award vesting plus withholding and routine plan-based sales are common for executives and do not, by themselves, indicate a change in sentiment.

Form 4

Period: 2026-02-02

Secretary and General Counsel

Transactions

Footnotes (5)

[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.
[F4]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 RSUs.
[F5]The transaction reported in this row was effected pursuant to a Rule 10b5-1 trading plan, adopted by the Reporting Person on September 4, 2025.

Signature

/s/ Jeffrey Adam Novack|2026-02-04

1 file