SMITH NATHAN 4
4 · CareDx, Inc. · Filed Feb 4, 2026
Research Summary
AI-generated summary of this filing
CareDx (CDNA) CFO Nathan Smith Receives Award; Shares Withheld
What Happened Nathan Smith, Chief Financial Officer of CareDx (CDNA), received equity awards on Feb 2, 2026: 33,000 restricted stock units (RSUs) and 7,875 performance RSUs (PRSU). To satisfy tax withholding associated with the PRSU issuance, 3,859 shares were withheld/disposed at $20.42 per share, totaling approximately $78,801. The awards themselves were issued at no cash cost to Smith (reported as $0.00 per share).
Key Details
- Transaction date: 2026-02-02; Form 4 filed 2026-02-04 (appears timely — within the typical two business-day reporting window).
- Awards: 33,000 RSUs (code A) and 7,875 PRSUs (code A); PRSUs were earned and certified by the Compensation and Human Capital Committee on Feb 2, 2026 (see footnote F2).
- Tax withholding: 3,859 shares were withheld (code F) at $20.42/share to cover tax obligations, netting ~$78,801 (footnote F3).
- Shares owned after the transaction: not specified in the supplied filing details.
- Footnote on vesting (F1): RSUs vest over time — one-third on April 6, 2027 and the remainder in equal quarterly installments thereafter, with 100% vesting by the third anniversary referenced in the footnote.
- Filing appears timely; no 10b5-1 plan or late-filing flag was noted.
Context
- RSUs and PRSUs are common executive compensation: RSUs vest over time; PRSUs vest only if performance goals are met. In this case, the PRSUs were earned based on performance measures and certified by the board committee.
- The 3,859-share disposition was a tax-withholding event (routine) rather than an open-market sale — it typically reflects payroll tax settlement rather than an intention to reduce holdings.
- Such awards increase potential future ownership as they vest; tax withholdings reduce the immediate net shares delivered.
Insider Transaction Report
Form 4
CareDx, Inc.CDNA
SMITH NATHAN
Chief Financial Officer
Transactions
- Award
Common Stock
[F1]2026-02-02+33,000→ 75,000 total - Award
Common Stock
[F2]2026-02-02+7,875→ 82,875 total - Tax Payment
Common Stock
[F3]2026-02-02$20.42/sh−3,859$78,801→ 79,016 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