What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-28 · 89 added, 224 removed, 178 unchanged (64% of the section changed)

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Management, including our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as such terms are defined in Rules 13a-15(e) and 15d-15(e) promulgated under the Exchange Act, as of December 31, 2024.

In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Based on such evaluation, our principal executive officer and principal financial officer concluded that, as of December 31, 2024, in light of the material weakness identified in our internal control over financial reporting, our disclosure controls and procedures were not effective at the reasonable assurance level and are not effective to provide reasonable assurance that information required to be disclosed in the reports we file and submit under the Exchange Act, is (i) recorded, processed, summarized and reported as and when required and (ii) accumulated and communicated to our management, including the principal executive officer and principal financial officer, as appropriate to allow timely discussion regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Management, including our principal executive officer and principal financial officer, is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control system was designed to provide reasonable assurance regarding the preparation and fair presentation of published consolidated financial statements in accordance with accounting principles generally accepted in the United States.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO, in the 2013 Internal Control-Integrated Framework.

Based on our assessment, management has concluded that our system of internal control over financial reporting was not effective due to the material weakness described below.

However, after giving full consideration to the material weakness and the additional analyses and other procedures we performed to ensure that our consolidated financial statements included in this Annual Report on Form 10-K were prepared in accordance with U.S.

generally accepted accounting principles or GAAP, our management has concluded that our consolidated financial statements present fairly, in all material respects, our financial position, results of operations and cash flows for the periods disclosed in conformity with GAAP.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

As of December 31, 2024, the following material weakness has been identified:

COSO Framework .

We did not fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, relating to (i) sufficiency of competent personnel to perform internal control activities and support the achievement of our internal control objectives;

(ii) monitoring and risk assessment are performed to monitor and identify risks related to complex and/or non-routine transactions;

and (iii) performing control activities in accordance with established policies in a timely manner.

Specifically, we determined that insufficient risk assessment was performed to identify risks related to complex and/or non-routine transactions and financial reporting personnel failed to perform control activities and to provide necessary oversight and monitoring of the accounting and reporting of complex and/or non-routine transactions.

This control deficiency creates a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis and constitutes a material weakness in our internal control over financial reporting.

This material weakness resulted in immaterial corrected errors in the reporting of stock-based compensation expense as presented within Part II Item 9B of this Annual Report on Form 10-K.

Management's Plan to Remediate the Material Weakness

Our management is committed to maintaining a strong internal control environment.

In response to the material weakness described above, our management is continuing to take actions to remediate the material weakness in internal control over financial reporting, which include but are not limited to the following:

• Continuing to implement training to ensure a clear understanding of risk assessment, control execution, and monitoring activities related to financial reporting and continue driving accountability of Sarbanes-Oxley Act of 2002 control activities.

• Updating our internal accounting policies and engaging resources at the Company with experience in performing control activities over complex and/or non-routine transactions, through hiring and/or use of third-party consultants and specialists.

• Enhancing the design of controls related to stock-based equity compensation, specifically around the recognition of stock-based equity compensation expense as outlined in ASC718.

We are committed to continuing to implement a strong system of controls and believe that our ongoing remediation efforts, particularly in the improvement of our control environment, will result in significant improvements to our system of controls that we believe will remediate the material weakness.

This remediation process may require additional resources and will require time to implement.

We will continue to monitor the effectiveness of these remediation measures, and we will make any changes to the design of our remediation plans and take such other actions that we deem appropriate given the circumstances.

Remediation of Prior Year Material Weaknesses

We previously identified material weaknesses related to General Information Technology Controls (GITCs), the purchase order approval workflow and the COSO framework.

During the fiscal year ended December 31, 2024, we implemented an intensive program to remediate the material weaknesses which included expanding resources, enhancing our control activities for key systems and business processes, and providing comprehensive training.

While we have remediated the material weaknesses related to our GITCs and the purchase order approval workflow, as discussed above we did not fully maintain components of the COSO framework.

Attestation Report of the Independent Registered Public Accounting Firm

The effectiveness of our internal control over financial reporting as of December 31, 2024, has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, which has expressed an adverse opinion, as stated in their report, which appears herein.

Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

As of December 31, 2025, management, with the participation of our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal accounting officer), performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2025, the design and operation of our disclosure controls and procedures were effective at a reasonable assurance level.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with U.S.

Our internal control over financial reporting includes those policies and procedures that:

◦ pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

◦ provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S.

GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors;

◦ provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our consolidated financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.

In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in its 2013 Internal Control – Integrated Framework.

Based on our assessment, our management has concluded that, as of December 31, 2025, our internal control over financial reporting is effective based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report which is included in this Item 8 of this Annual Report on Form 10-K.

Remediation of Previously Disclosed Material Weakness in Internal Control over Financial Reporting

As previously reported, as of December 31, 2024, a material weakness existed in our internal control over financial reporting.

A material weakness is a deficiency or combination of deficiencies in our internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our consolidated financial statements would not be prevented or detected on a timely basis.

This material weakness related to our failure to fully maintain components of the COSO framework, including elements of the control environment, risk assessment, control activities, and monitoring activities components, that resulted in immaterial corrected errors in the reporting of stock-based compensation expense for the year ended December 31, 2024.

During the fiscal year ended December 31, 2025, we implemented an intensive program to remediate this material weaknesses which included expanding resources, enhancing our control activities for key systems and business processes, and providing comprehensive training.

Specifically, we:

◦ Implemented training to ensure a clear understanding of risk assessment, control execution, and monitoring activities related to financial reporting and continue driving accountability of Sarbanes-Oxley Act of 2002 control activities.

◦ Updated our internal accounting policies and engaged resources at the Company with experience in performing control activities over complex and/or non-routine transactions, through hiring and/or use of third-party consultants and specialists.

◦ Enhanced the design of controls related to stock-based equity compensation, specifically around the recognition of stock-based equity compensation expense as outlined in ASC 718.

During the year ended December 31, 2025, we completed execution of our remediation plan.

The execution of our remediation plan also included validation and testing of the design and operating effectiveness of certain new and enhanced internal controls in the period-end financial reporting process over a sustained period of financial reporting cycles .

As a result of these efforts, we determined that the material weakness had been remediated as of December 31, 2025.

Changes in Internal Control over Financial Reporting

Other than the changes associated with the material weaknesses and remediation actions noted above, there have been no changes in our internal control over financial reporting during the quarter ended December 31, 2024, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

OTHER INFORMATION

Immaterial Correction of Interim Condensed Consolidated Financial Statements

During the fiscal quarter ended December 31, 2023, the Company entered into consulting agreements with two former executives.

Pursuant to their consulting agreements, the two former executives were granted additional equity awards and the previously granted unvested awards were modified to vest in full upon the contractual end of their consulting agreements in the fiscal quarter ended December 31, 2024.

The accounting for the vesting of the unvested shares and consulting agreement shares was not appropriately recorded over the service period reflected in the consulting agreements under ASC 718, Compensation – Stock Compensation .

Management evaluated the above misstatements and concluded they were not material to the Company's financial statements, individually or in the aggregate;

however, the Company plans to correct its condensed consolidated financial statements for the interim periods of 2024 as presented below.

The following tables present a summary of the effects of the correction of the Company’s previously issued condensed consolidated financial statements to be presented as comparative financial information in the Form 10-Q for nine months ending September 30, 2025:

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

(in thousands)

As Previously Reported

General and administrative

$ 28,515 $ 3,229 $ 31,744 $ 83,104 $ 9,687 $ 92,791

Total operating expenses

93,375 3,229 96,604 281,133 9,687 290,820

Loss from operations

(10,492) (3,229) (13,721) (33,927) (9,687) (43,614)

Loss before income taxes

(7,208) (3,229) (10,437) (25,322) (9,687) (35,009)

Net loss $ (7,408) $ (3,229) $ (10,637) $ (25,461) $ (9,687) $ (35,148)

Net loss per share

Basic $ (0.14) $ (0.06) $ (0.20) $ (0.49) $ (0.18) $ (0.67)

Diluted $ (0.14) $ (0.06) $ (0.20) $ (0.49) $ (0.18) $ (0.67)

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Three Months Ended September 30, 2024

Nine Months Ended September 30, 2024

(in thousands)

As Previously Reported

Net loss $ (7,408) $ (3,229) $ (10,637) $ (25,461) $ (9,687) $ (35,148)

Comprehensive loss (6,623) (3,229) (9,852) (25,677) (9,687) (35,364)

Condensed Consolidated Statement of Stockholders' Equity (unaudited)

Nine Months Ended September 30, 2024

(in thousands)

Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity

As Previously Reported

Balance at December 31, 2023

$ 946,511 $ (678,269) $ 261,328

Employee stock-based compensation expense 40,090 — 40,090

Net loss — (25,461) (25,461)

Balance at September 30, 2024 984,627 (704,252) 273,246

Employee stock-based compensation expense 9,687 — 9,687

Net loss — (9,687) (9,687)

Balance at December 31, 2023

946,511 (678,269) 261,328

Employee stock-based compensation expense 49,777 — 49,777

Net loss — (35,148) (35,148)

Balance at September 30, 2024 $ 994,314 $ (713,939) $ 273,246

Condensed Consolidated Statement of Cash Flows (unaudited)

Nine Months Ended September 30, 2024

(in thousands)

As Previously Reported

Net loss $ (25,461) $ (9,687) $ (35,148)

Stock-based compensation $ 40,208 $ 9,687 $ 49,895

Condensed Consolidated Statements of Operations (unaudited)

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

(in thousands)

As Previously Reported

General and administrative

$ 27,678 $ 3,229 $ 30,907 $ 54,589 $ 6,458 $ 61,047

Total operating expenses

96,372 3,229 99,601 187,758 6,458 194,216

Loss from operations

(4,098) (3,229) (7,327) (23,435) (6,458) (29,893)

Loss before income taxes

(1,372) (3,229) (4,601) (18,114) (6,458) (24,572)

Net loss $ (1,394) $ (3,229) $ (4,623) $ (18,053) $ (6,458) $ (24,511)

Net loss per share

Basic $ (0.03) $ (0.06) $ (0.09) $ (0.35) $ (0.12) $ (0.47)

Diluted $ (0.03) $ (0.06) $ (0.09) $ (0.35) $ (0.12) $ (0.47)

Condensed Consolidated Statements of Comprehensive Loss (unaudited)

Three Months Ended June 30, 2024

Six Months Ended June 30, 2024

(in thousands)

As Previously Reported

Net loss $ (1,394) $ (3,229) $ (4,623) $ (18,053) $ (6,458) $ (24,511)

Comprehensive loss (1,250) (3,229) (4,479) (19,054) (6,458) (25,512)

Condensed Consolidated Statement of Stockholders' Equity (unaudited)

Six Months Ended June 30, 2024

(in thousands)

Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity

As Previously Reported

Balance at December 31, 2023

$ 946,511 $ (678,269) $ 261,328

Employee stock-based compensation expense 26,417 — 26,417

Net loss — (18,053) (18,053)

Balance at June 30, 2024 969,427 (696,844) 264,669

Employee stock-based compensation expense 6,458 — 6,458

Net loss — (6,458) (6,458)

Balance at December 31, 2023

946,511 (678,269) 261,328

Employee stock-based compensation expense 32,875 — 32,875

Net loss — (24,511) (24,511)

Balance at June 30, 2024 $ 975,885 $ (703,302) $ 264,669

Condensed Consolidated Statement of Cash Flows (unaudited)

Six Months Ended June 30, 2024

(in thousands)

As Previously Reported

Net loss $ (18,053) $ (6,458) $ (24,511)

Stock-based compensation $ 26,514 6,458 32,972

Condensed Consolidated Statement of Operations (unaudited)

Three Months Ended March 31, 2024

(in thousands)

As Previously Reported

General and administrative

$ 26,911 $ 3,229 $ 30,140

Total operating expenses

91,386 3,229 94,615

Loss from operations

(19,337) (3,229) (22,566)

Loss before income taxes

(16,742) (3,229) (19,971)

Net loss $ (16,659) $ (3,229) $ (19,888)

Net loss per share

Basic $ (0.32) $ (0.06) $ (0.38)

Diluted $ (0.32) $ (0.06) $ (0.38)

Condensed Consolidated Statement of Comprehensive Loss (unaudited)

Three Months Ended March 31, 2024

(in thousands)

As Previously Reported

Net loss $ (16,659) $ (3,229) $ (19,888)

Comprehensive loss $ (17,804) (3,229) (21,033)

Condensed Consolidated Statement of Stockholders' Equity (unaudited)

March 31, 2024

(in thousands)

Additional Paid-in Capital Accumulated Deficit Total Stockholders' Equity

As Previously Reported

Balance at December 31, 2023 $ 946,511 $ (678,269) $ 261,328

Employee stock-based compensation expense 13,295 — 13,295

Net loss — (16,659) (16,659)

Balance at March 31, 2024 959,734 (695,450) 256,225

Employee stock-based compensation expense 3,229 — 3,229

Net loss — (3,229) (3,229)

Balance at December 31, 2023 946,511 (678,269) 261,328

Employee stock-based compensation expense 16,524 — 16,524

Net loss — (19,888) (19,888)

Balance at March 31, 2024 $ 962,963 $ (698,679) $ 256,225

Condensed Consolidated Statement of Cash Flows (unaudited)

Three Months Ended March 31, 2024

(in thousands)

As Previously Reported

Net loss $ (16,659) $ (3,229) $ (19,888)

Stock-based compensation $ 13,344 $ 3,229 $ 16,573

Trading Arrangements

18 unchanged sentences

This prohibition extends to any hedging or similar transactions designed to decrease the risks associated with holding our securities.

Our insider trading policy also prohibits certain individuals, including our directors and executive officers, from pledging our securities as collateral for loans.

A couple of our insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.

Our insider trading policy also prohibits us from transacting in our securities unless in compliance with U.S.

Securities Laws and prohibits certain individuals, including our directors and executive officers, from pledging our securities as collateral for loans.

Our insider trading policy is filed as an exhibit to this Annual Report on Form 10-K.

EXECUTIVE COMPENSATION

16 unchanged sentences

(a)(1) Financial Statements:

Our Financial Statements are listed in the “Index to Consolidated Financial Statements” of CareDx, Inc.

Our Consolidated Financial Statements are listed in the “Index to Consolidated Financial Statements” of CareDx, Inc.

Part II, Item 8 of this Annual Report on Form 10-K.

12 unchanged sentences

8-K 001-36536 3.1 6/20/2023

3.4 Amended and Restated Bylaws of the Registrant, effective as of March 24, 2023.

3.4 Amended and Restated Bylaws of the Registrant, effective as of December 12, 2025 .

8-K 001-36536 3.1 12/15/2025

12 unchanged sentences

Description of Securities of the Registrant

001-36536 4.7 2/28/2025

Amendment No.

1 to the CareDx, Inc.

2024 Equity Incentive Plan.

8-K 001-36536 10.1 6/12/2025

Form of Change of Control and Severance Agreement between the Registrant and each of its executive officers.

S-1 333-196494 10.11 6/3/2014

Promotion Letter, dated May 21, 2022, by and between the Registrant and Abhishek Jain.

10-Q 001-36536 10.3 8/14/2022

Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.

2 unchanged sentences

10-K 001-36536 10.19 3/31/2015

Outside Director Compensation Policy, last amended December 21, 2023.

001-36536 10.1 12/22/2023

Lease, dated April 27, 2006, as amended on November 10, 2010, by and between the Registrant and BMR-Bayshore Boulevard LLC, for office and laboratory space located at 3260 Bayshore Boulevard, Brisbane, California 94005.

2 unchanged sentences

10-Q 001-36536 10.1 4/30/2020

Third Amendment to Lease, dated June 27, 2022, by and between the Registrant and BMR-Bayshore Boulevard LP.

10-Q 001-36536 10.2 11/3/2022

Incorporated by Reference

1 unchanged sentence

Exhibit Filing Date

Third Amendment to Lease, dated June 27, 2022, by and between the Registrant and BMR-Bayshore Boulevard LP.

10-Q 001-36536 10.2 11/3/2022

Lease, dated June 14, 2022, by and between the Registrant and HCP Life Science REIT, Inc.

6 unchanged sentences

8-K 001-36536 1.1 4/15/2022

Separation Agreement, dated September 20, 2023, by and between the Registrant and Abraham Ronai.

001-36536 10.1 11/8/2023

Legal Consulting Agreement, dated September 20, 2023, by and between the Registrant and Abraham Ronai.

001-36536 10.2 11/8/2023

Consulting Agreement, dated October 30, 2023, by and between the Registrant and Reginald Seeto, MBBS.

001-36536 10.16 2/28/2024

Separation Agreement, dated November 1, 2023, by and between the Registrant and Reginald Seeto, MBSS.

001-36536 10.17 2/28/2024

Retention Bonus Letter, dated December 1, 2023, by and between the Registrant and Abhishek Jain.

6 unchanged sentences

8-K 001-36536 10.3 4/16/2024

10.21# CareDx, Inc.

2024 Equity Incentive Plan.

6 unchanged sentences

8-K 001-36536 10.3 9/12/2024

10.25# Separation Agreement and Release of Claims, dated September 30, 2024, between the Registrant and Alexander Johnson.

8-K 001-36536 10.1 10/4/2024

10.26# Consulting Agreement, dated September 30, 2024, between the Registrant and Alexander Johnson.

8-K 001-36536 10.2 10/4/2024

Inducement Restricted Stock Unit Agreement, effective as of September 12, 2024, by and between the Registrant and Keith Kennedy.

8 unchanged sentences

10-Q 001-36536 10.8 11/4/2024

Incorporated by Reference

Description Form File No.

Exhibit Filing Date

Inducement Restricted Stock Unit Agreement, effective as of September 12, 2024, by and between the Registrant and Jessica Meng.

2 unchanged sentences

10-Q 001-36536 10.10 11/4/2024

10.34 Outside Director Compensation Policy, as amended and restated January 6, 2025

Care Dx, Inc.

2025 Inducement Equity Incentive Plan and the forms of award agreements thereunder.

99.3 11/4/2025

Outside Director Compensation Policy, as amended and restated J une 13, 2025

001-36536 10.2 8/6/2025

Change of Control and Severance Agreement, dated March 27, 2025, between CareDx, Inc.

and Abhishek Jain.

8-K 001-36536 10.1 3/28/2025

Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities, dated February 21 , 202 5 .

Incorporated by Reference

Description Form File No.

Exhibit Filing Date

Amended and Restated Outside Director Compensation Policy, as amended and restated effective June 13, 2025.

10-Q 001-36536 10.2 8/6/2025

Offer Letter, dated May 20, 2025, between CareDx, Inc.

and Nathan Smith.

10-Q 001-36536 10.3 8/6/2025

Change of Control and Severance Agreement, dated May 20, 2025, between CareDx, Inc.

and Nathan Smith.

10-Q 001-36536 10.4 8/6/2025

Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated May 20, 2025, between CareDx, Inc.

and Nathan Smith.

10-Q 001-36536 10.5 8/6/2025

Release of Claims Agreement, dated August 6, 2025, between CareDx, Inc.

and Abhishek Jain.

10-Q 001-36536 10.1 11/4/2025

Consulting Agreement, dated August 6, 2025, between CareDx, Inc.

and Abhishek Jain.

10-Q 001-36536 10.2 11/4/2025

Offer Letter, dated October 6 , 202 1 , between CareDx, Inc.

and Jeffrey Novack .

Change of Control and Severance Agreement, dated March 26, 2025, between CareDx, Inc.

and Jeffrey Novack .

Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated October 6 , 202 1 , between CareDx, Inc.

and Jeffrey N o vack .

Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities.

21.1* Subsidiaries of the Registrant.

27 unchanged sentences

(Principal Executive Officer)

/s/ ABHISHEK JAIN

Abhishek Jain

/s/ NATHAN SMITH

Chief Financial Officer

2 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W.

Hanna and Abhishek Jain, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Hanna and Nathan Smith, and each of them, his true and lawful attorneys-in-fact, each with full power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact or their substitute or substitutes may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons, on behalf of the registrant on the dates and the capacities indicated.

3 unchanged sentences

February 25, 2026

/s/ ABHISHEK JAIN Chief Financial Officer

/s/ NATHAN SMITH

Chief Financial Officer

(Principal Accounting and Financial Officer)

February 25, 2026

Abhishek Jain

/s/ GEORGE W.

6 unchanged sentences

GOLDBERG Director February 25, 2026

/s/ WILLIAM HAGSTROM Director February 27, 2025

William Hagstrom

/s/ SURESH GUNASEKARAN

Director February 25, 2026

Suresh Gunasekaran

/s/ PETER MAAG, PH.D.

9 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures