Financial Analysis

COMMITMENTS AND CONTINGENCIES Leases The Company leases its operating and office facilities for various terms under long-term, non-cancelable operating lease agreements at various locations which include Brisbane, California; West Chester, Pennsylvania; Flowood, Mississippi; Omaha, Nebraska; Fremantle, Australia; and Stockholm, Sweden. Effective June 30, 2026, the Australia and Sweden leases were transferred as part of the sale of the lab products business (see Note 1 to these financial statements). Accordingly, the Company derecognized operating lease right-of-use assets and related operating lease liabilities, which were included in the net assets sold in determining the gain on sale of lab products business. The Companys facility leases expire at various dates through 2033. In the normal course of business, it is expected that these leases will be renewed or replaced by leases on other properties. As of June 30, 2026, the carrying value of the right-of-use asset was $16.2 million. The related current and non-current lease liabilities as of June 30, 2026 were $6.0 million and $13.2 million, respectively. The current and non-current lease liabilities are included in accrued and other liabilities and operating lease liabilities, less current portion, respectively, in the condensed consolidated balance sheets. The following table summarizes the lease cost for the three and six months ended June 30, 2026 and 2025 (in thousands): Three Months Ended June 30, Six Months Ended June …

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STOCK INCENTIVE PLANS As of June 30, 2026, the Company had a total of 1,859,952 shares available for grant under its 2016 Inducement Equity Incentive Plan, 2019 Inducement Equity Incentive Plan, 2024 Equity Incentive Plan and 2025 Inducement Equity Incentive Plan. Stock Options There were no stock options granted to employees during the six months ended June 30, 2026. The following table summarizes stock option activity during the six months ended June 30, 2026: Number of Shares Weighted- Average Exercise Price Stock options outstanding at December 31, 2025 2,478,871 $ 20.47 Exercised (137,204) 9.87 Forfeited (16,591) 17.49 Expired (27,326) 26.69 Stock options outstanding at June 30, 2026 2,297,750 21.05 Stock options exercisable at June 30, 2026 1,846,811 $ 22.81 Restricted Stock Units and Performance Restricted Stock Units The following table summarizes restricted stock units, or RSUs, and performance restricted stock units, or PSUs, activity during the six months ended June 30, 2026: Number of Shares Weighted- Average Grant Date Fair Value RSUs and PSUs outstanding at December 31, 2025 3,930,939 $ 15.54 RSUs granted 1,110,847 20.16 RSUs vested (1,165,785) 15.01 RSUs forfeited (506,505) 15.21 PSUs granted 570,634 20.46 PSUs vested (118,304) 18.99 PSUs forfeited (70,806) 18.88 RSUs and PSUs outstanding at June 30, 2026 3,751,020 $ 17.67 The Company granted PSUs under the stock incentive plans. The PSUs granted to employees include financial and operational vesting metrics to …

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FAIR VALUE MEASUREMENTS Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. The Company uses the U.S. GAAP fair value hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as follows: Level 1: Inputs that include quoted prices in active markets for identical assets and liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following table sets forth the Companys financial assets and liabilities, measured at fair value on a recurring basis, as of June 30, 2026 and December 31, 2025 (in thousands): June 30, 2026 Fair Value Measured Using (Level 1) (Level 2) (Level 3) Total Balance Assets Cash equivalents: Money market funds $ $ $ $ Total $ $ $ $ Liabilities Short-term liabilities: Contingent consideration $ $ $ $ Long-term liabilities: Contingent consideration 161 161 Total $ $ $ 161 $ 161 December 31, 2025 Fair Value Measured Using (Level 1) (L …

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GOODWILL AND INTANGIBLE ASSETS Goodwill Goodwill is tested annually for impairment at the reporting unit level during the fourth quarter or upon the identification of triggering events that would more likely than not reduce the fair value of goodwill below its carrying amount. On June 30, 2026, the Company completed the sale of its lab products business (see Note 1 to these financial statements). In accordance with ASC 350-20, the Company allocated $4.4 million of goodwill to the divested business based on the relative fair values of the business disposed of and the portion of the reporting unit retained. This amount was derecognized upon closing and included in the net assets sold in determining the gain on sale of lab products business. The Company evaluated the goodwill balance in the retained reporting unit for impairment indicators and no impairment was identified. The following table presents changes in the carrying amount of goodwill for the six months ended June 30, 2026 (in thousands): Goodwill Balance as of December 31, 2025 $ 40,336 Goodwill derecognized upon sale of lab products business (4,368) Balance as of June 30, 2026 $ 35,968 Intangible Assets The following table presents details of the Companys intangible assets as of June 30, 2026 (in thousands): June 30, 2026 Gross Carrying Amount Accumulated Amortization Foreign Currency Translation Net Carrying Amount Weighted Average Remaining Useful Life (In Years) Intangible assets with finite lives: Acquired and dev …

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INCOME TAXES The Company's effective tax rate may vary from the U.S. federal statutory tax rate due to a change in valuation allowance, change in the mix of earnings in tax jurisdictions with different statutory rates, benefits related to tax credits, and the tax impact of non-deductible expenses and other permanent differences between income before income taxes and taxable income. For each of the three and six months ended June 30, 2026, the Company recorded an income tax expense of $3.9 million. For each of the three and six months ended June 30, 2025, the Company recorded an income tax benefit of $0.1 million. The increase in income tax expense was primarily attributable to the taxable gain recognized on the sale of the Company's lab products business, including CareDx AB, the Company's wholly-owned Swedish subsidiary, together with its related entities, CareDx Lab Solutions (U.S.) and CareDx Pty (Australia), which was completed on June 30, 2026 (see Note 1 to these financial statements). As a result of the sale, the Company recognized a current tax expense of $3.8 million, primarily attributable to the taxable gain on the transaction. These amounts are reflected in income from continuing operations for the period. The Company assesses the realizability of its net deferred tax assets by evaluating all available evidence, both positive and negative, including (i) cumulative results of operations in recent years, (ii) sources of recent losses, (iii) estimates of future taxab …

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Recent Accounting Pronouncements In November 2024, the Financial Accounting Standards Board (FASB) issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures . This standard requires entities to disaggregate certain costs and expenses into specific categories and by relevant expense caption in the statement of operations. This guidance will be effective for the Companys annual disclosures for the fiscal year ending December 31, 2027 and for interim period disclosures beginning in the fiscal year ending December 31, 2028. The Company is currently evaluating the potential impact of the new standard on its consolidated financial statements and related disclosures. In September 2025, the FASB issued ASU 2025-06, IntangiblesGoodwill and OtherInternal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software . This standard modernizes the accounting guidance for internal-use software costs to better reflect current development practices, including agile and iterative methodologies. This guidance is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years. The Company is currently evaluating the provisions of this ASU. In December 2025, the FASB issued ASU 2025-11, Narrow-Scope Improvements (Topic 270): Interim Reporting . This update makes targeted, narrow-scope improvements to the interim reporting guidance in Topic 270 to clarify applica …

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SEGMENT REPORTING Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the Companys Chief Operating Decision Maker, or CODM, or decision making group, whose function is to allocate resources to and assess the performance of the operating segments. The Company has identified its President and Chief Executive Officer as the CODM. In determining its reportable segments, the Company considered the markets and types of customers served and the products or services provided in those markets. The Company has determined that it has one operating segment and, therefore, one reportable segment. Revenue by geographic regions are based upon the customers ship-to address for product revenue, the region of testing for testing services revenue and the region where the performance obligation is satisfied for patient and digital solutions revenue. The following table summarizes reportable revenue by geographic regions (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Testing services revenue United States $ 99,548 $ 61,670 $ 190,577 $ 123,108 Rest of World 379 363 748 846 $ 99,927 $ 62,033 $ 191,325 $ 123,954 Product revenue United States $ 7,885 $ 7,193 $ 14,579 $ 13,700 Rest of World 4,906 4,640 8,558 8,943 $ 12,791 $ 11,833 $ 23,137 $ 22,643 Patient and digital solutions revenue United States $ 19,193 $ 12,778 $ 35,116 $ 24,698 Rest of World 37 35 70 69 $ 19 …

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The si gnificant accounting policies and estimates used in the preparation of the unaudited condensed consolidated financial statements are described in the Companys audited consolidated financial statements as of and for the year ended December 31, 2025, and the notes thereto, which are included in the Companys Annual Report on Form 10-K for the year ended December 31, 2025, filed with the United States Securities and Exchange Commission (the SEC) on February 25, 2026. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (U.S. GAAP), and follow the requirements of the SEC for interim reporting. As permitted under those rules, certain notes and other financial information that are normally required by U.S. GAAP can be condensed or omitted. These unaudited condensed consolidated financial statements have been prepared on the same basis as the Companys annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of the Companys financial information. The condensed consolidated balance sheet as of December 31, 2025 has been derived from audited consolidated financial statements as of that date but does not include all of the financial information required by U.S. GAAP for c …

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STOCKHOLDERS EQUITY Stock Repurchase Programs On May 30, 2025, the Companys Board of Directors authorized a new share repurchase program of up to $50.0 million in shares of its common stock over a period of up to two years, commencing on May 30, 2025, or the May 2025 Repurchase Program. The May 2025 Repurchase Program may be carried out, subject to approval by a committee of the Companys Board of Directors, through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions. During the three and six months ended June 30, 2026, the Company purchased an aggregate of 0.6 million shares of its common stock under the May 2025 Repurchase Program for an aggregate purchase price of $12.2 million. As of June 30, 2026, no amounts were available for future share repurchases under the May 2025 Repurchase Program. Additionally, on April 24, 2026, the Company's Board of Directors authorized the April 2026 Repurchase Program, which provides for the repurchase of up to $100.0 million in shares of the Company's common stock over a period of up to two years, commencing on April 30, 2026. The April 2026 Repurchase Program may be carried out, subject to approval by a committee of the Company's Board of Directors, through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions. There were no repurchases made during the three and six months ended June 30, 2026 under the April 2026 Re …

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SUBSEQUENT EVENTS Acquisition of Naveris, Inc. On July 1, 2026, the Company and Nautilus Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of the Company (Merger Sub), completed the previously announced acquisition of Naveris, Inc., a Delaware corporation (Naveris), pursuant to the Agreement and Plan of Merger (the Merger Agreement) by and among the Company, Naveris, Merger Sub, and Shareholder Representative Services LLC, solely in its capacity as the representative of the securityholders of Naveris. Pursuant to, and subject to the terms and conditions set forth in, the Merger Agreement, Merger Sub merged with and into Naveris, with Naveris continuing as the surviving corporation and a wholly owned subsidiary of the Company (the Naveris Transaction). As a result, the Company acquired 100% of the outstanding equity interests of Naveris. The Company acquired Naveris to strengthen its position as a precision medicine diagnostics company focused on transplant, specialty oncology, and cell therapy. The amount paid by the Company consisted of $161.8 million in cash, subject to certain customary adjustments specified in the Merger Agreement for Naveris cash, indebtedness, transaction expenses and net working capital. Additionally, under the terms and subject to the conditions set forth in the Merger Agreement, Naveris equity holders will be eligible to receive up to $100.0 million in additional cash consideration contingent upon the achievement of specified reven …

SubsequentEventsTextBlock · excerpt; the full note is in the filing