Item 9A. Controls and Procedures
ITEM 9A. CONTROLS AND PROCEDURES
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. GAAP. 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; and
◦ 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.
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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
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.
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ITEM 9B. OTHER INFORMATION
Trading Arrangements
During the three months ended December 31, 2025, except as set forth below, none of our directors or officers (as defined in Section 16 of the Exchange Act) adopted or terminated 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 December 12, 2025 , John W. Hanna , our 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 242,434 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 March 26, 2027 , subject to early termination for certain specified events set forth in the plan.
On December 11, 2025 , Hannah Valantine , our board member , adopted a trading plan intended to satisfy the conditions under Rule 10b5-1(c) of the Exchange Act. Dr. Valantine’s plan is for the sale of up to 40,882 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 December 31, 2026 , subject to early termination for certain specified events set forth in the plan.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
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PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is incorporated by reference from the information contained in our Definitive Proxy Statement to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025 in connection with the Annual Meeting of Stockholders to be held in 2026, or the 2026 Proxy Statement. To the extent that we do not file the 2026 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 10.
Our Board of Directors has adopted Corporate Governance Guidelines. These guidelines address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general. In addition, our Board of Directors has adopted a Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Business Conduct and Ethics is posted on our website at www.caredx.com in the Corporate Governance section of our Investors webpage. We intend to post any amendments to our Code of Business Conduct and Ethics, and any waivers of our Code of Business Conduct and Ethics for directors and executive officers, on the same website.
Our Board of Directors has adopted an insider trading policy. Our insider trading policy prohibits our directors, officers (including our executive officers), employees and agents, as well as their immediate family members, from engaging in short sales of our securities and from engaging in transactions in publicly-traded options and other derivative securities with respect to our securities. 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 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.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the information contained in the 2026 Proxy Statement. The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. To the extent that we do not file the 2026 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required by this item is incorporated by reference from the information contained in the 2026 Proxy Statement. The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. To the extent that we do not file our 2026 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 12.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information required by this item is incorporated by reference from the information contained in our 2026 Proxy Statement. The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. To the extent that we do not file the 2026 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 13.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is incorporated by reference from the information contained in the 2026 Proxy Statement. The 2026 Proxy Statement will be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2025. To the extent that we do not file the 2026 Proxy Statement by such date, we will file an amendment to this Annual Report on Form 10-K that includes the information required by this Item 14.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements:
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.
(a)(2) Financial Statement Schedules
All financial statement schedules have been omitted because they are not required, not applicable, or the required information is included in the consolidated financial statements or notes thereto included in this Annual Report on Form 10-K.
(a)(3) Exhibits
The following exhibits are incorporated by reference or are filed with this report, in each case as indicated therein (numbered in accordance with Item 601 of Regulation S-K).
Exhibit
Number
Incorporated by Reference
Description Form File No. Exhibit Filing Date
3.1 Amended and Restated Certificate of Incorporation of the Registrant.
10-Q 001-36536 3.1 8/28/2014
3.2 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Registrant, filed June 17, 2021.
8-K 001-36536 3.1 6/21/2021
3.3 Certificate of Amendment to the Amended and Restated Certificate of Incorporation, dated June 16, 2023.
8-K 001-36536 3.1 6/20/2023
3.4 Amended and Restated Bylaws of the Registrant, effective as of December 12, 2025 .
8-K 001-36536 3.1 12/15/2025
4.1 Form of Registrant’s common stock certificate.
10-K 001-36536 4.1 3/31/2015
4.2# 2014 Equity Incentive Plan, as amended.
10-Q 001-36536 4.2 7/29/2021
4.3# Form of Option Agreement under the 2014 Equity Incentive Plan for New Options.
SC TO-I 005-88252 99(d)(3) 10/12/2017
4.4# 2014 Employee Stock Purchase Plan and forms of agreements thereunder.
S-8 333-197493 4.5 7/18/2014
4.5# 2016 Inducement Equity Incentive Plan.
10-Q 333-211538 4.5 7/29/2021
4.6#
2019 Inducement Equity Incentive Plan.
10-Q 001-36536 4.7 7/29/2021
4.7
Description of Securities of the Registrant
10-K
001-36536 4.7 2/28/2025
4.8#
Amendment No. 1 to the CareDx, Inc. 2024 Equity Incentive Plan.
8-K 001-36536 10.1 6/12/2025
10.1#*
Form of Change of Control and Severance Agreement between the Registrant and each of its executive officers.
10.2#
Form of Indemnification Agreement between the Registrant and each of its directors and executive officers.
S-1 333-196494 10.1 6/3/2014
10.3#
Executive Incentive Compensation Plan.
10-K 001-36536 10.19 3/31/2015
10.4
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.
S-1 333-196494 10.12 6/3/2014
10.5+
Second Amendment to Lease, dated January 2, 2020, by and between the Registrant and BMR-Bayshore Boulevard LP (formerly known as BMR-Bayshore Boulevard LLC), for office and laboratory space located at 3260 Bayshore Boulevard, Brisbane, California 94005.
10-Q 001-36536 10.1 4/30/2020
10.6+
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
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Exhibit
Number
Incorporated by Reference
Exhibit
Number
Description Form File No. Exhibit Filing Date
10.7+
Lease, dated June 14, 2022, by and between the Registrant and HCP Life Science REIT, Inc.
10-Q 001-36536 10.4 8/14/2022
10.8+
Lease, dated February 28, 2022, by and between the Registrant and One Miracle Place, LLC.
10-Q 001-36536 10.1 11/3/2022
10.9†
License and Commercialization Agreement, dated May 4, 2018, by and between the Registrant and Illumina, Inc.
10-Q/A 001-36536 10.3 10/9/2018
10.10
Sales Agreement, dated April 14, 2022, by and between the Registrant and Jefferies LLC.
8-K 001-36536 1.1 4/15/2022
10.11+#
Retention Bonus Letter, dated December 1, 2023, by and between the Registrant and Abhishek Jain.
10-K
001-36536 10.19 2/28/2024
10.12#
Offer Letter, dated March 24, 2024, between the Registrant and John Hanna.
8-K 001-36536 10.1 4/16/2024
10.13#
Change of Control and Severance Agreement, dated March 25, 2024, between the Registrant and John Hanna.
8-K 001-36536 10.2 4/16/2024
10.14#
Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated March 24, 2024, between the Registrant and John Hanna.
8-K 001-36536 10.3 4/16/2024
10.15#
CareDx, Inc. 2024 Equity Incentive Plan.
8-K 001-36536 10.1 6/18/2024
10.16#
Offer Letter, dated July 27, 2024, between the Registrant and Keith Kennedy.
8-K 001-36536 10.1 9/12/2024
10.17#
Change of Control and Severance Agreement, dated July 27, 2024, between the Registrant and Keith Kennedy.
8-K 001-36536 10.2 9/12/2024
10.18#
Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated July 27, 2024, between the Registrant and Keith Kennedy.
8-K 001-36536 10.3 9/12/2024
10.19#
Inducement Restricted Stock Unit Agreement, effective as of September 12, 2024, by and between the Registrant and Keith Kennedy.
10-Q 001-36536 10.4 11/4/2023
10.20#
Inducement Stock Option Agreement, effective as of September 12, 2024, by and between the Registrant and Keith Kennedy.
10-Q 001-36536 10.5 11/4/2024
10.21#
Offer Letter, dated August 30, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.6 11/4/2024
10.22#
Change of Control and Severance Agreement, dated August 30, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.7 11/4/2024
10.23#
Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated August 30, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.8 11/4/2024
10.24#
Inducement Restricted Stock Unit Agreement, effective as of September 12, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.9 11/4/2024
10.25#
Inducement Stock Option Agreement, effective as of September 12, 2024, by and between the Registrant and Jessica Meng.
10-Q 001-36536 10.10 11/4/2024
10.26#
Care Dx, Inc. 2025 Inducement Equity Incentive Plan and the forms of award agreements thereunder.
S-8
333-291254
99.3 11/4/2025
10.27
Outside Director Compensation Policy, as amended and restated J une 13, 2025
10-Q
001-36536 10.2 8/6/2025
10.28#
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
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Exhibit
Number
Incorporated by Reference
Exhibit
Number
Description Form File No. Exhibit Filing Date
10.29#
CareDx, Inc. Amended and Restated Outside Director Compensation Policy, as amended and restated effective June 13, 2025.
10-Q 001-36536 10.2 8/6/2025
10.30#
Offer Letter, dated May 20, 2025, between CareDx, Inc. and Nathan Smith.
10-Q 001-36536 10.3 8/6/2025
10.31#
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
10.32#
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
10.33#
Release of Claims Agreement, dated August 6, 2025, between CareDx, Inc. and Abhishek Jain.
10-Q 001-36536 10.1 11/4/2025
10.34#
Consulting Agreement, dated August 6, 2025, between CareDx, Inc. and Abhishek Jain.
10-Q 001-36536 10.2 11/4/2025
10.35#*
Offer Letter, dated October 6 , 202 1 , between CareDx, Inc. and Jeffrey Novack .
10.36#*
Change of Control and Severance Agreement, dated March 26, 2025, between CareDx, Inc. and Jeffrey Novack .
10.37#*
Confidential Information, Invention Assignment, Non-Competition, and Arbitration Agreement, dated October 6 , 202 1 , between CareDx, Inc. and Jeffrey N o vack .
19.1*
Insider Trading Policy and Guidelines with Respect to Certain Transactions in Company Securities.
21.1* Subsidiaries of the Registrant.
23.1* Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
24.1* Power of Attorney (included on the signature page of this Annual Report on Form 10-K).
31.1* Principal Executive Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2* Principal Financial Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1** Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 (Section 906 of Sarbanes-Oxley Act of 2002).
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CareDx, Inc. Clawback Policy
10-K
001-36536 97 2/28/2024
101.INS* Inline XBRL Instance Document
101.SCH* Inline XBRL Taxonomy Extension Schema
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase
104 Cover Page Interactive Data File, formatted in Inline XBRL
_____________________
† Confidential treatment has been granted with respect to certain portions of this Exhibit. Omitted portions have been filed separately with the SEC.
+ Non-material schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC.
# Indicates management contract or compensatory plan or arrangement.
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* Filed herewith.
** Furnished herewith.
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ITEM 16. FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CAREDX, INC.
(Registrant)
Date: February 25, 2026
By: /s/ JOHN W. HANNA
John W. Hanna
President, Chief Executive Officer and Director
(Principal Executive Officer)
By: /s/ NATHAN SMITH
Nathan Smith
Chief Financial Officer
(Principal Accounting and Financial Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints John W. 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.
Signature Title Date
/s/ JOHN W. HANNA
President, Chief Executive Officer and Director
(Principal Executive Officer)
February 25, 2026
John W. Hanna
/s/ NATHAN SMITH
Chief Financial Officer
(Principal Accounting and Financial Officer)
February 25, 2026
Nathan Smith
/s/ GEORGE W. BICKERSTAFF, III Director February 25, 2026
George W. Bickerstaff, III
/s/ FRED E. COHEN Director February 25, 2026
Fred E. Cohen
/s/ CHRISTINE M. COURNOYER Director February 25, 2026
Christine M. Cournoyer
/s/ MICHAEL D. GOLDBERG Director February 25, 2026
Michael D. Goldberg
/s/ SURESH GUNASEKARAN
Director February 25, 2026
Suresh Gunasekaran
/s/ PETER MAAG, PH.D. Director February 25, 2026
Peter Maag, Ph.D.
/s/ BRYAN RIGGSBEE
Director February 25, 2026
Bryan Riggsbee
/s/ ARTHUR TORRES Director February 25, 2026
Arthur Torres
/s/ HANNAH VALANTINE Director February 25, 2026
Hannah Valantine
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