8-K/A
CareDx, Inc. (CDNA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 24, 2026
CAREDX, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-36536 | 94-3316839 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
8000 Marina Boulevard
Brisbane, California 94005
(Address of Principal Executive Offices) (Zip Code)
(415) 287-2300
Registrant’s telephone number, including area code
N/A
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | | --- | --- || ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | | --- | --- || ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | | --- | --- |
Securities registered pursuant to Section 12(b) of the Exchange Act:
| (Title of each class) | (Trading Symbol) | (Name of exchange on which registered) |
|---|---|---|
| Common Stock, $0.001 Par Value | CDNA | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on February 24, 2026 (the “Original Form 8-K”) by CareDx, Inc. (the “Company”). This Amendment is being filed to add Inline Extensible Business Reporting Language (iXBRL) tagging to Items 5.02 and 7.01 of the Original Form 8-K. No other changes have been made to the Original Form 8-K, which is restated herein.
Item 2.02 Results of Operations and Financial Condition.
On February 24, 2026, CareDx, Inc. issued a press release announcing its financial results for the quarter ended December 31, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 2.02, including the press release attached hereto as Exhibit 99.1, is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Board of Directors of the Company has appointed Keith Kennedy as the Company’s Chief Financial Officer and Chief Operating Officer, effective as of February 26, 2026. In connection with such appointment, Mr. Kennedy has also been designated as the Company’s “principal financial officer” and “principal accounting officer” for purposes under the Securities Exchange Act of 1934, as amended.
Mr. Kennedy, age 56, has served as the Company’s Chief Operating Officer since September 2024. Prior to joining the Company, Mr. Kennedy served as the Chief Financial Officer of PharmaLogic Holdings Corp from April 2022 to September 2024. Mr. Kennedy served as Veractye, Inc.’s Chief Operating Officer from July 2019, as well as its Chief Financial Officer from December 2016, until his retirement in May 2021, as well as its Secretary from November 2017 to July 2020. Prior to joining Veracyte, Mr. Kennedy provided strategic counsel and consulting services from his consulting practice from September 2015 to November 2016, including advisory services to Pennant Park Investment Advisors. Mr. Kennedy served as President, Chief Executive Officer and Director of MCG Capital Corporation, a publicly traded business development company, from April 2014 until its merger with Pennant Park Floating Rate Capital Ltd in August 2015. Mr. Kennedy joined MCG Capital Corporation in February 2012 as an Executive Vice President and Managing Director, served as its Chief Financial Officer and Treasurer from May 2012 to March 2014, and its President from March to April 2014. Prior to MCG, Mr. Kennedy served as a Managing Director at GE Capital, a Manager of Transaction Services at Ernst & Young LLP and as an Officer in the U.S. Air Force. Mr. Kennedy holds a B.S. in Accounting with high distinction from Indiana University and holds an M.B.A. from the College of William & Mary. Mr. Kennedy is a Chartered Financial Analyst and Certified Public Accountant.
There are no reportable family relationships or related party transactions (as defined in Item 404(a) of Regulation S-K) involving the Company and Mr. Kennedy. Mr. Kennedy was not selected to serve as the Company’s Chief Financial Officer pursuant to any arrangement or understanding with any person.
On February 24, 2026, the Company announced Nathan Smith resigned from his position as the Company’s Chief Financial Officer for personal reasons, effective as of the close of business on February 25, 2026 (the “Separation Date”). The conclusion of Mr. Smith’s employment is not a result of any disagreement regarding the Company’s financial statements or disclosures.
In connection with Mr. Smith’s separation, the Company will enter into a customary separation and release agreement with Mr. Smith on or about the Separation Date (the “Release Agreement”) pursuant to which Mr. Smith will receive (i) a lump-sum cash payment in an amount equal to nine months of his base salary, as in effect immediately prior to the Separation Date, (ii) payment of Mr. Smith’s 2025 bonus in the amount of $91,643, (iii) subject to Mr. Smith’s election of continuation coverage under COBRA, reimbursement of the COBRA premiums for nine months from the Separation Date (or, if earlier, the date on which Mr. Smith and/or his eligible dependents become covered under similar plans) and (iv) vesting of 5,840
restricted stock units, representing pro rata vesting during the period of Mr. Smith’s employment with the Company through the Separation Date.
The foregoing description of the Release Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Release Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending March 31, 2026.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of federal securities laws. These forward-looking statements are based upon information that is currently available to the Company and its current expectations, speak only as of the date hereof, and are subject to risks and uncertainties that could cause actual results to differ materially from those projected, including general economic and market factors and other risks discussed in the Company’s filings with the SEC, including, but not limited to, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 to be filed by the Company with the SEC on February 25, 2026, and other reports that the Company has filed with the SEC. Any of these may cause the Company’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by these forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. The Company expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Item 7.01 Regulation FD Disclosure.
The Company is posting an updated corporate presentation (the “Corporate Presentation”) on its website. The Corporate Presentation is current as of February 24, 2026, and the Company disclaims any obligation to update this material in the future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release issued by CareDx, Inc., dated February 24, 2026. |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CAREDX, INC. | ||
|---|---|---|
| Date: February 25, 2026 | By: | /s/ JOHN HANNA |
| John W. Hanna | ||
| President, Chief Executive Officer and Director |
Document
Exhibit 99.1
CareDx Announces Fourth Quarter and Full Year 2025 Financial Results
Full Year 2025 Total Revenue of $380 Million Increased 14% Year-Over-Year
Expects Full Year 2026 Revenue of $420 Million to $444 Million
BRISBANE, Calif. — (BUSINESS WIRE) — CareDx, Inc. (Nasdaq: CDNA) — The Transplant Company™, a leading precision medicine company focused on the discovery, development, and commercialization of clinically differentiated, high‑value healthcare solutions for transplant patients and caregivers, today reported financial results for the fourth quarter and full year ended December 31, 2025.
Fourth Quarter 2025 Financial Highlights
• Revenue of $108 million, an increase of 25% year-over-year
• Testing services revenue of $78 million, an increase of 23% year-over-year, and testing services volume of approximately 53,000, an increase of 17% year-over-year
• Patient and digital solutions revenue of $16.8 million and product revenue of $13.3 million, representing year-over-year growth of 47% and 17%, respectively
• Average revenue per test of approximately $1,480 including approximately $5 million in prior period revenue
• GAAP net loss of $4 million, compared to GAAP net income of $88 million for the fourth quarter of 2024
• Adjusted EBITDA of $7 million, compared to $10 million for the fourth quarter of 2024; adjusted EBITDA includes approximately $7 million of operating expenses for compensation in lieu of equity grants for non-executives in the fourth quarter of 2025
• Cash flow from operations of $21.4 million
• Share repurchases of $12 million during the quarter of 773,000 shares at an average price of $15.79 per share
Recent Business Highlights
• Published the third SHORE registry manuscript in the Journal of Heart and Lung Transplantation, reinforcing the clinical evidence for HeartCare and the prognostic value of combined molecular testing
• Advanced Epic Aura integrations, with seven transplant centers live and approximately twenty implementations underway, supporting improved workflow integration across transplant programs
• Launched ImmuneScape™ through a strategic collaboration with 10x Genomics, establishing a multiomics discovery platform to inform next‑generation precision transplant diagnostics
• Announced pivotal validation data for AlloHeme™, advancing CareDx’s expansion beyond solid organ transplantation into cell therapy and hematologic malignancies
Full Year 2025 Financial Highlights
• Revenue of $380 million, an increase of 14% year-over-year
• Testing services revenue of $275 million, an increase of 10% year-over-year, and testing services volume of approximately 200,000, an increase of 14% year-over-year
• Patient and digital solutions revenue of $57 million and product revenue of $48 million, representing year-over-year growth of 31% and 19%, respectively
• GAAP net loss of $21 million, non-GAAP net income of $32 million, and adjusted EBITDA of $32 million
• Cash flow from operations of $42 million
• Cash, cash equivalents and marketable securities of approximately $200 million as of December 31, 2025
• Share repurchases of $88 million during the year of 5.8 million shares at an average price of $15.16 per share
"We delivered a strong finish to 2025, reflecting disciplined execution across the business and continued momentum in our core testing services, patient and digital solutions, and lab products,” said John W. Hanna, President and CEO of CareDx. “As we enter 2026, we believe we are well positioned to build on this momentum and continue delivering meaningful value for transplant patients, clinicians, and shareholders."
Q4 2025 Financial Results
Total revenue was $108 million, compared to $87 million in the fourth quarter of 2024, an increase of 25%.
Testing services revenue was $78 million, compared to $64 million in the fourth quarter of 2024, an increase of 23%.
Patient and digital solutions revenue was $17 million, compared to $11 million in the fourth quarter of 2024, an increase of 47%.
Product revenue was $13 million, compared to $11 million in the fourth quarter of 2024, an increase of 17%.
GAAP net loss was $4 million, compared to GAAP net income of $88 million in the fourth quarter 2024. Basic and diluted GAAP net loss per share was $0.08, compared to diluted GAAP net income per share of $1.51 in the fourth quarter of 2024.
Non-GAAP net income was $6 million, compared to $11 million in the fourth quarter of 2024. Diluted non-GAAP net income per share was $0.12 compared to $0.18 in the fourth quarter of 2024.
Adjusted EBITDA was $7 million, compared to $10 million in the fourth quarter of 2024.
Adjusted EBITDA includes approximately $7 million of operating expenses for compensation in lieu of equity grants for non-executives in the fourth quarter of 2025
Full Year 2025 Financial Results
Total revenue for the full year ended December 31, 2025, was $380 million, an increase of 14% compared to $334 million in 2024.
Testing services revenue for the full year 2025 was $275 million, an increase of 10% compared with $249 million in 2024. Patient and digital solutions revenue for the full year 2025 was $57 million, an increase of 31% compared to $44 million in 2024. Product revenue for the full year 2025 was $48 million, an increase of 19% compared to $41 million in 2024.
GAAP net loss for the full year 2025 was $21 million, compared to GAAP net income of $53 million in 2024, which included a $96 million reversal of a litigation accrual associated with damages related to the alleged infringement of patent '544 accrued in 2023. Diluted GAAP net loss per share for the full year 2025 was $0.40, compared to diluted GAAP net income per share of $0.93 in the full year 2024.
Non-GAAP net income was $32 million for the full year 2025, compared to a non-GAAP net income of $31 million for the full year ended 2024. Diluted non-GAAP net income per share was $0.58 in the full year of 2025, compared to a diluted non-GAAP net income per share of $0.55 in the full year of 2024.
Adjusted EBITDA for the full year of 2025 was $32 million, compared to adjusted EBITDA of $28 million for the full year of 2024.
Cash and cash equivalents and marketable securities were $201 million as of December 31, 2025, net of $88 million in share repurchases carried out during the year.
For additional information regarding non-GAAP financial measures discussed herein, please see “Use of Non-GAAP Financial Measures,” “Reconciliation of GAAP to Non-GAAP Financial Measures,” “GAAP and Non-GAAP Operating Expenses”, “Reconciliation of GAAP to Non-GAAP Gross Profit and Gross Margin,” and “Reconciliation of Non-GAAP to Adjusted EBITDA” below.
2026 Guidance
For the full year 2026, CareDx expects revenue to be in the range of $420 million to $444 million, which includes an estimated 6-month impact of the Medicare LCD of approximately $7.5 million. The Company expects full year 2026 adjusted EBITDA to be in the range of $30 million to $45 million.
About CareDx
CareDx is a precision medicine company dedicated to improving outcomes for transplant patients and advancing organ health. The Company’s integrated solutions include non‑invasive molecular testing for heart, kidney, and lung transplants; laboratory products; digital health technologies; and patient solutions that support care before and after transplant. CareDx is the leading provider of genomics‑based information for transplant patients. For more information, please visit www.caredx.com.
Forward Looking Statements
This press release includes forward-looking statements, including expectations regarding the achievement of CareDx’s financial and operational goals and its expectations and prospects for 2026. These forward-looking statements are based upon information that is currently available to CareDx and its current expectations, speak only as of the date hereof, and are subject to numerous risks and uncertainties, all of which are difficult to predict and many of which are beyond CareDx’s control, that could cause the actual results to differ materially from those projected, including general economic and market factors, and global economic and marketplace uncertainties, among others discussed in CareDx’s filings with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Annual Report on Form 10-K for the fiscal year ended December 31, 2025 to be filed by CareDx with the SEC on February 25, 2026, and other reports that CareDx has filed with the SEC. Any of these may cause CareDx’s actual results, performance, or achievements to differ materially and adversely from those anticipated or implied by CareDx’s forward-looking statements. You are cautioned not to place undue reliance on these forward-looking statements. CareDx expressly disclaims any obligation, except as required by law, or undertaking to update or revise any such forward-looking statements, whether as a result of new information, future events or otherwise.
Use of Non-GAAP Financial Measures
CareDx has presented in this release certain financial information in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and also on a non-GAAP basis, including non-GAAP cost of testing services, non-GAAP cost of product, non-GAAP cost of patient and digital solutions, non-GAAP research and development expenses, non-GAAP sales and marketing expenses, non-GAAP general and administrative expenses, non-GAAP other income, net, non-GAAP income tax expense, non-GAAP gross profit, non-GAAP gross margin (%), non-GAAP operating expenses, non-GAAP net income, non-GAAP basic and diluted net income per share and adjusted EBITDA. These non-GAAP financial measures are not meant to be considered superior to or a substitute for financial measures calculated in accordance with GAAP, and investors are cautioned that there are material limitations associated with the use of non-GAAP financial measures as an analytical tool.
We define non-GAAP net income and per share results as the GAAP net income (loss) and per share results excluding the impacts of stock-based compensation expense; acquisition-related amortization of purchased intangible assets and related tax effects; costs involved with completing an acquisition; changes in estimated fair value of contingent consideration; litigation settlement expense; transformational initiative costs; and certain other charges presented in the reconciliation in this release. We define adjusted EBITDA as non-GAAP net income before interest income, income tax expense, depreciation expense and other (income) expense, net.
We are presenting these non-GAAP financial measures to assist investors in assessing our operating results through the eyes of management and because we believe that these measures provide an additional tool for investors to use in comparing our core business operating results over multiple periods where certain items may vary independent of business performance. Management believes this non-GAAP information is useful for investors, when considered in conjunction with CareDx’s GAAP financial statements, because management uses such information internally for its operating, budgeting and financial planning purposes. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of CareDx’s operating results as reported under GAAP. These non-GAAP financial measures should not be considered in
isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not necessarily comparable to similarly titled measures presented by other companies. A reconciliation between GAAP and non-GAAP financial information is provided immediately following the financial tables. A reconciliation of the forecasted range for adjusted EBITDA for 2026 is not included in this release due to the number of variables in the projected range and because we are currently unable to quantify accurately certain amounts that would be required to be included in the U.S. GAAP measure or the individual adjustments for such reconciliation.
CareDx, Inc.
Media Relations
Natasha Moshirian Wagner
nwagner@CareDx.com
Investor Relations
Caroline Corner
investor@CareDx.com
CareDx, Inc.
Condensed Consolidated Statements of Operations
(Unaudited)
(In thousands, except share and per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Revenue: | ||||||||
| Testing services revenue | $ | 78,373 | $ | 63,819 | $ | 274,495 | $ | 249,381 |
| Product revenue | 13,256 | 11,367 | 48,377 | 40,783 | ||||
| Patient and digital solutions revenue | 16,757 | 11,393 | 56,933 | 43,621 | ||||
| Total revenue | 108,386 | 86,579 | 379,805 | 333,785 | ||||
| Operating expenses: | ||||||||
| Cost of testing services | 16,821 | 14,224 | 62,045 | 55,611 | ||||
| Cost of product | 6,757 | 5,580 | 22,953 | 23,381 | ||||
| Cost of patient and digital solutions | 11,934 | 8,392 | 38,241 | 30,704 | ||||
| Research and development | 19,306 | 16,614 | 71,429 | 72,510 | ||||
| Sales and marketing | 30,924 | 21,341 | 102,643 | 81,975 | ||||
| General and administrative | 28,684 | 32,349 | 107,565 | 125,139 | ||||
| Litigation settlement expense | — | (96,300) | 5,710 | (96,300) | ||||
| Total operating expenses | 114,426 | 2,200 | 410,586 | 293,020 | ||||
| (Loss) income from operations | (6,040) | 84,379 | (30,781) | 40,765 | ||||
| Other income: | ||||||||
| Interest income, net | 2,013 | 3,053 | 9,174 | 11,765 | ||||
| Other income, net | 264 | 436 | 524 | 329 | ||||
| Total other income | 2,277 | 3,489 | 9,698 | 12,094 | ||||
| (Loss) income before income taxes | (3,763) | 87,868 | (21,083) | 52,859 | ||||
| Income tax expense | (345) | (171) | (271) | (310) | ||||
| Net (loss) income | $ | (4,109) | $ | 87,697 | $ | (21,354) | $ | 52,549 |
| Net (loss) income per share (Note 3): | ||||||||
| Basic | $ | (0.08) | $ | 1.62 | $ | (0.40) | $ | 1.00 |
| Diluted | $ | (0.08) | $ | 1.51 | $ | (0.40) | $ | 0.93 |
| Weighted-average shares used to compute net (loss) income per share: | ||||||||
| Basic | 51,124,846 | 54,283,644 | 53,287,546 | 52,773,247 | ||||
| Diluted | 51,124,846 | 58,221,755 | 53,287,546 | 56,620,590 |
CareDx, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands)
| As of December 31, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| Assets | ||||
| Current assets: | ||||
| Cash and cash equivalents | $ | 65,429 | $ | 114,689 |
| Marketable securities | 111,779 | 145,964 | ||
| Accounts receivable | 42,628 | 64,605 | ||
| Inventory | 26,705 | 19,503 | ||
| Prepaid and other current assets | 10,591 | 7,071 | ||
| Total current assets | 257,132 | 351,832 | ||
| Property and equipment, net | 32,971 | 33,552 | ||
| Operating lease right-of-use assets | 22,760 | 24,340 | ||
| Marketable securities, non-current | 24,165 | — | ||
| Intangible assets, net | 31,960 | 38,184 | ||
| Goodwill | 40,336 | 40,336 | ||
| Restricted cash | 551 | 585 | ||
| Other assets | 3,353 | 2,221 | ||
| Total assets | $ | 413,228 | $ | 491,050 |
| Liabilities and stockholders’ equity | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 9,988 | $ | 7,686 |
| Accrued compensation | 38,107 | 38,333 | ||
| Accrued and other liabilities | 41,754 | 43,352 | ||
| Total current liabilities | 89,849 | 89,371 | ||
| Deferred tax liability | 181 | 164 | ||
| Contingent consideration | 161 | 174 | ||
| Operating lease liabilities, less current portion | 19,679 | 22,263 | ||
| Other liabilities | 257 | 645 | ||
| Total liabilities | 110,127 | 112,617 | ||
| Commitments and contingencies | ||||
| Stockholders’ equity: | ||||
| Common stock | 50 | 51 | ||
| Additional paid-in capital | 1,043,925 | 1,013,193 | ||
| Accumulated other comprehensive loss | (5,515) | (8,569) | ||
| Accumulated deficit | (735,359) | (626,242) | ||
| Total stockholders’ equity | 303,101 | 378,433 | ||
| Total liabilities and stockholders’ equity | $ | 413,228 | $ | 491,050 |
CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands)
| Three Months Ended <br>December 31, | Twelve Months Ended<br><br>December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| Cost of testing services reconciliation: | ||||||||
| GAAP cost of testing services | $ | 16,821 | $ | 14,224 | $ | 62,045 | $ | 55,611 |
| Stock-based compensation expense | (272) | (328) | (1,263) | (1,560) | ||||
| Restructuring costs | — | — | (120) | — | ||||
| Acquisition related-amortization of purchased intangibles | (347) | (329) | (1,386) | (1,316) | ||||
| Non-GAAP cost of testing services | $ | 16,202 | $ | 13,567 | $ | 59,276 | $ | 52,735 |
| Cost of product reconciliation: | ||||||||
| GAAP cost of product | $ | 6,757 | $ | 5,580 | $ | 22,953 | $ | 23,434 |
| Stock-based compensation expense | (73) | (94) | (464) | (870) | ||||
| Acquisition related-amortization of purchased intangibles | (451) | (410) | (1,751) | (1,660) | ||||
| Restructuring costs | — | — | (175) | (53) | ||||
| Non-GAAP cost of product | $ | 6,233 | $ | 5,076 | $ | 20,563 | $ | 20,851 |
| Cost of patient and digital solutions reconciliation: | ||||||||
| GAAP cost of patient and digital solutions | $ | 11,934 | $ | 8,392 | $ | 38,241 | $ | 30,656 |
| Stock-based compensation expense | (96) | (228) | (624) | (1,276) | ||||
| Acquisition related-amortization of purchased intangibles | (152) | (171) | (610) | (850) | ||||
| Restructuring costs | — | (18) | (166) | (18) | ||||
| Other income | — | — | — | 5 | ||||
| Non-GAAP cost of patient and digital solutions | $ | 11,686 | $ | 7,975 | $ | 36,841 | $ | 28,517 |
| Research and development expenses reconciliation: | ||||||||
| GAAP research and development expenses | $ | 19,306 | $ | 16,614 | $ | 71,429 | $ | 72,504 |
| Stock-based compensation expense | (1,131) | (1,338) | (5,043) | (6,501) | ||||
| Restructuring costs | — | (84) | (174) | (99) | ||||
| Other charges | — | — | — | (25) | ||||
| Non-GAAP research and development expenses | $ | 18,175 | $ | 15,192 | $ | 66,212 | $ | 65,879 |
| Sales and marketing expenses reconciliation: | ||||||||
| GAAP sales and marketing expenses | $ | 30,924 | $ | 21,341 | $ | 102,643 | $ | 81,975 |
| Stock-based compensation expense | (1,579) | (2,278) | (8,091) | (11,035) | ||||
| Acquisition related-amortization of purchased intangibles | (671) | (625) | (2,602) | (2,520) | ||||
| Transformational initiative costs* | (429) | — | (612) | — | ||||
| Restructuring costs | — | (257) | (221) | (257) | ||||
| Other charges | — | — | — | (8) | ||||
| Non-GAAP sales and marketing expenses | $ | 28,245 | $ | 18,181 | $ | 91,117 | $ | 68,155 |
| General and administrative expenses reconciliation: | ||||||||
| GAAP general and administrative expenses | $ | 28,684 | $ | (63,951) | $ | 113,275 | $ | 28,840 |
| Stock-based compensation expense | (4,939) | (12,245) | (19,380) | (45,164) | ||||
| Change in estimated fair value of contingent consideration | (156) | (170) | (703) | (931) | ||||
| Acquisition related fees and expenses | — | — | (204) | (40) | ||||
| Litigation settlement expense | — | 96,300 | (5,710) | 96,300 | ||||
| Restructuring costs | — | (1,356) | (34) | (1,356) | ||||
| Transformational initiative costs* | — | — | (2,212) | — | ||||
| Impairment of intangible asset | — | — | (2,258) | — | ||||
| Other income (charges) | $ | — | $ | — | $ | — | $ | 22 |
| Non-GAAP general and administrative expenses | $ | 23,589 | $ | 18,578 | $ | 82,774 | $ | 77,671 |
| Total other income reconciliation: | ||||||||
| GAAP other income | $ | 2,277 | $ | 3,489 | $ | 9,698 | $ | 12,094 |
| Other income | — | (500) | — | (500) | ||||
| Non-GAAP other income | $ | 2,277 | $ | 2,989 | $ | 9,698 | $ | 11,594 |
| Income tax benefit (expense) reconciliation: | ||||||||
| GAAP income tax expense | $ | (345) | $ | (171) | $ | (271) | $ | (310) |
| Tax effect related to amortization of purchased intangibles | (112) | (98) | (431) | (400) | ||||
| Non-GAAP income tax expense | $ | (457) | $ | (269) | $ | (702) | $ | (710) |
* Transformational initiative costs consist of consulting expenses which relate to our ongoing transformation strategy that we have undertaken as a series of initiatives focused on operational excellence, enterprise-wide efficiency, and long-term strategic growth, including rebranding costs.
CareDx, Inc.
GAAP and Non-GAAP Operating Expenses
(Unaudited)
(In thousands)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP operating expenses: | ||||||||
| Research and development | $ | 19,306 | $ | 16,614 | $ | 71,429 | $ | 72,504 |
| Sales and marketing | 30,924 | 21,341 | 102,643 | 81,975 | ||||
| General and administrative | 28,684 | (63,951) | 113,275 | 28,840 | ||||
| Total GAAP operating expenses | $ | 78,914 | $ | (25,996) | $ | 287,347 | $ | 183,319 |
| Non-GAAP operating expenses: | ||||||||
| Research and development | $ | 18,175 | $ | 15,192 | $ | 66,212 | $ | 65,879 |
| Sales and marketing | 28,245 | 18,181 | 91,117 | 68,155 | ||||
| General and administrative | 23,589 | 18,578 | 82,774 | 77,671 | ||||
| Total Non-GAAP operating expenses | $ | 70,009 | $ | 51,951 | $ | 240,103 | $ | 211,705 |
CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Gross Profit and Gross Margin
(Unaudited)
(In thousands, except percentages)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| GAAP total revenue | $ | 108,386 | $ | 86,579 | $ | 379,805 | $ | 333,785 | ||||
| GAAP cost of sales | 35,512 | 28,196 | 123,239 | 109,696 | ||||||||
| GAAP gross profit | 72,874 | 58,383 | 256,566 | 224,089 | ||||||||
| GAAP gross margin % | 67 | % | 67 | % | 68 | % | 67 | % | ||||
| Stock-based compensation expense | 441 | 650 | 2,351 | 3,706 | ||||||||
| Restructuring costs | — | 18 | 461 | 71 | ||||||||
| Other income | — | — | — | (5) | ||||||||
| Acquisition related-amortization of purchased intangibles | 950 | 910 | 3,747 | 3,826 | ||||||||
| Non-GAAP gross profit | $ | 74,265 | $ | 59,961 | $ | 263,125 | $ | 231,687 | ||||
| Non-GAAP gross margin % | 69 | % | 69 | % | 69 | % | 69 | % |
CareDx, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
(Unaudited)
(In thousands, except share and per share data)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP net income (loss) | $ | (4,109) | $ | 87,697 | $ | (21,354) | $ | 52,549 |
| Stock-based compensation expense | 8,090 | 16,511 | 34,864 | 66,406 | ||||
| Acquisition related-amortization of purchased intangibles | 1,621 | 1,535 | 6,349 | 6,346 | ||||
| Acquisition related fees and expenses | — | — | 204 | 40 | ||||
| Change in estimated fair value of contingent consideration | 156 | 170 | 703 | 931 | ||||
| Other income and charges | — | (500) | — | (494) | ||||
| Tax effect related to amortization of purchased intangibles | (112) | (98) | (431) | (400) | ||||
| Impairment of intangible asset | — | — | 2,258 | — | ||||
| Transformational initiative costs* | 429 | — | 2,824 | — | ||||
| Restructuring costs | — | 1,715 | 890 | 1,783 | ||||
| Litigation settlement expense | — | (96,300) | 5,710 | (96,300) | ||||
| Non-GAAP net income | $ | 6,075 | $ | 10,730 | $ | 32,017 | $ | 30,861 |
| GAAP basic net income (loss) per share | $ | (0.08) | $ | 1.62 | $ | (0.40) | $ | 1.00 |
| GAAP diluted net income (loss) per share | $ | (0.08) | $ | 1.51 | $ | (0.40) | $ | 0.93 |
| Non-GAAP basic net income per share | $ | 0.12 | $ | 0.20 | $ | 0.60 | $ | 0.58 |
| Non-GAAP diluted net income per share | $ | 0.12 | $ | 0.18 | $ | 0.58 | $ | 0.55 |
| Shares used in computing non-GAAP basic net income per share | 51,124,846 | 54,283,644 | 53,287,546 | 52,773,247 | ||||
| Shares used in computing non-GAAP diluted net income per share | 52,772,780 | 58,221,755 | 55,413,710 | 56,620,590 |
* Transformational initiative costs consist of consulting expenses which relate to our ongoing transformation strategy that we have undertaken as a series of initiatives focused on operational excellence, enterprise-wide efficiency, and long-term strategic growth, including rebranding costs.
CareDx, Inc.
Reconciliation of Non-GAAP to Adjusted EBITDA
(Unaudited)
(In thousands)
| Three Months Ended December 31, | Twelve Months Ended December 31, | |||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||
| GAAP net income (loss) | $ | (4,109) | $ | 87,697 | $ | (21,354) | $ | 52,549 |
| Stock-based compensation expense | 8,090 | 16,511 | 34,864 | 66,406 | ||||
| Acquisition related-amortization of purchased intangibles | 1,621 | 1,535 | 6,349 | 6,346 | ||||
| Acquisition related fees and expenses | — | — | 204 | 40 | ||||
| Change in estimated fair value of contingent consideration | 156 | 170 | 703 | 931 | ||||
| Other income and charges | — | (500) | — | (494) | ||||
| Tax effect related to amortization of purchased intangibles | (112) | (98) | (431) | (400) | ||||
| Impairment of intangible asset | — | — | 2,258 | — | ||||
| Transformational initiative costs* | 429 | — | 2,824 | — | ||||
| Restructuring costs | — | 1,715 | 890 | 1,783 | ||||
| Litigation settlement expense | — | (96,300) | 5,710 | (96,300) | ||||
| Non-GAAP net income | 6,075 | 10,730 | 32,017 | 30,861 | ||||
| Interest income | (2,013) | (3,053) | (9,174) | (11,765) | ||||
| Income tax expense | 457 | 269 | 702 | 710 | ||||
| Depreciation expense | 2,261 | 1,824 | 8,667 | 7,848 | ||||
| Other expense (income), net | (264) | 64 | (524) | 171 | ||||
| Adjusted EBITDA | $ | 6,517 | $ | 9,834 | $ | 31,689 | $ | 27,825 |
* Transformational initiative costs consist of consulting expenses which relate to our ongoing transformation strategy that we have undertaken as a series of initiatives focused on operational excellence, enterprise-wide efficiency, and long-term strategic growth, including rebranding costs.