Novack Jeffrey Adam 4

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.