SMITH NATHAN 4

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.