CareDx, Inc.
For the period ended Sep 30, 2026. Filed Oct 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Oct 29, 2026
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Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the three months ended September 30, 2026, except as set forth below, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended)adopted, modified orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.
On August 3, 2026, Jeffrey A. Novack, our General Counsel and Secretary, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Novack’s plan is for the sale of up to 68,075 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and November 26, 2027, subject to early termination for certain specified events set forth in the plan.
On August 4, 2026, the Richard Bryan Riggsbee Revocable Trust, of which Richard Bryan Riggsbee, amember of our Board of Directors, is a trustee, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Riggsbee’s plan is for the sale of up to 10,570 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and May 16, 2027, subject to early termination for certain specified events set forth in the plan.
On August 6, 2026, Keith Kennedy, our Chief Operating Officer and Chief Financial Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Kennedy’s plan is for the sale of up to 141,678 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and November 19, 2027, subject to early termination for certain specified events set forth in the plan.
On August 13, 2026, the Michael D. Goldberg Family Trust, of which Michael D. Goldberg, amember of our Board of Directors, is a trustee, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Goldberg’s plan is for the sale of up to 13,800 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and November 26, 2027, subject to early termination for certain specified events set forth in the plan.
On August 26, 2026, John W. Hanna, our President and Chief Executive Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Mr. Hanna’s plan is for the sale of up to 190,036 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and April 21, 2027, subject to early termination for certain specified events set forth in the plan.
On August 28, 2026, Jessica Meng, our Chief Commercial Officer, adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Ms. Meng’s plan is for the sale of up to 111,918 shares of common stock in amounts and prices determined in accordance with a formula set forth in the plan and terminates on the earlier of the date that all the shares under the plan are sold and November 26, 2027, subject to early termination for certain specified events set forth in the plan.
Compensatory Arrangements of Certain Officers
On October 26, 2026, the Compensation and Human Capital Committee (the “Compensation Committee”) of our Board of Directors approved one-time, discretionary cash bonuses (the “Transaction Bonuses”) for certain of our executive officers in recognition of their efforts in connection with the completion of the sale of our lab products business to Eurobio on June 30, 2026 and our acquisition of Naveris on July 1, 2026. The Transaction Bonuses approved for our named executive officers are as follows:
John W. Hanna, President and Chief Executive Officer: $750,000
Keith Kennedy, Chief Operating Officer and Chief Financial Officer: $500,000
Jessica Meng, Chief Commercial Officer: $125,000
Jeffrey Novack, General Counsel and Secretary: $100,000
The Transaction Bonuses are expected to be paid on or about December 11, 2026, subject to the executive officer’s continued employment with us through the payment date. The Transaction Bonuses were not granted pursuant to any plan adopted by us or our stockholders and are in addition to any annual cash incentive for which the executive officers are eligible with respect to fiscal year 2026.
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