CDNA Caredx, Inc. - 8-K/A

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in the Original Report, on February 24, 2026, the Company appointed Keith Kennedy, the Company’s previous Chief Operating Officer, as the Company’s Chief Financial Officer and Chief Operating Officer, effective as of February 26, 2026. At the time of the Original Report, the Compensation and Human Capital Committee (the “Committee”) of the Company’s Board of Directors had not made a determination regarding any compensation adjustments in connection with Mr. Kennedy’s appointment as the Company’s Chief Financial Officer. In recognition of Mr. Kennedy’s expanded responsibilities in assuming the additional role of Chief Financial Officer, on April 20, 2026, the Committee approved (i) an award of 24,134 restricted stock units (the “RSUs”), of which one-third will vest on April 6, 2027, and one-twelfth will vest quarterly thereafter and (ii) an award of 24,134 restricted stock units subject to target achievement of certain performance-based vesting conditions (the “PRSUs”), which will be eligible to vest between 0% to 200% of such target number, subject to the achievement of performance-based vesting conditions over the 2026 and 2027 performance periods, and additional time-based vesting requirements, in each case subject to Mr. Kennedy’s continued services to the Company on each vesting date, except as otherwise provided in Mr. Kennedy’s existing Change of Control and Severance Agreement. The RSUs and PRSUs were granted under the Company’s 2024 Equity Incentive Plan and are in addition to the equity awards previously granted to Mr. Kennedy in connection with his service as Chief Operating Officer. Mr. Kennedy’s annual base salary of $613,000 and annual target bonus opportunity of 75% of his base salary remain unchanged.