CareDx (CDNA) Proxy filing summary

Voting matters and shareholder proposals

• Stockholders are asked to approve, on a non-binding advisory basis, the compensation of named executive officers for 2025.

• No changes have been made to Proposal No. 3 regarding executive compensation; previously delivered proxy cards remain valid.

Executive compensation and say-on-pay

• The 2025 cash bonus program uses a Company Factor based on Revenue (40%), Adjusted EBITDA (40%), and Cash (20%).

• Adjusted EBITDA excludes a $6.5M special cash payment to non-executives in lieu of equity grants in Q4 2025.

• Cash metric excludes $88M used for share repurchases in 2025.

• Achievement percentages for 2025: Revenue 88%, Adjusted EBITDA 123%, Cash 200%, with total financial goals achievement at 124%.

• The supplement clarifies calculation methods but does not change bonus payouts or previously disclosed amounts.

Board of directors and corporate governance

• The Chairman of the Board, Michael D. Goldberg, issued the supplement and encourages stockholder participation in voting.