CareDx, Inc.

Previous wording

Our commercially available post-transplant testing services consist of AlloSure® Kidney, a donor-derived cell-free DNA, or dd-cfDNA, solution for kidney transplant patients, AlloMap® Heart, a gene expression profiling solution for heart transplant patients, AlloSure® Heart, a dd-cfDNA solution for heart transplant patients, HeartCare, the combined use of AlloMap Heart and AlloSure Heart, and AlloSure® Lung, a dd-cfDNA solution for lung transplant patients. We have initiated several clinical studies to generate data on our existing and planned future testing services. We have signed multiple biopharma research partnerships for AlloCell, a surveillance solution that monitors the level of engraftment and persistence of allogeneic cells for patients who have received cell therapy. We also offer high-quality products in the pre-transplant space that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. We also provide digital transplant solutions and various offerings that help transplant centers with patient management, outcomes quality and operational support.

Current wording

Our commercially available post-transplant testing services consist of AlloSure® Kidney, a donor-derived cell-free DNA, or dd-cfDNA, solution for kidney transplant patients, AlloMap® Heart, a gene expression profiling solution for heart transplant patients, AlloSure® Heart, a dd-cfDNA solution for heart transplant patients, HeartCare, the combined use of AlloMap Heart and AlloSure Heart, and AlloSure® Lung, a dd-cfDNA solution for lung transplant patients. We have initiated several clinical studies to generate data on our existing and planned future testing services. From time to time, we partner with pharma and biopharma companies to use our technology and tests, often in clinical trials, to identify or screen for patients that may be appropriate candidates for their products. We also offer high-quality products in the pre-transplant space that increase the chance of successful transplants by facilitating a better match between a donor and a recipient of stem cells and organs. We also provide digital transplant solutions and various offerings that help transplant centers with patient management, outcomes quality and operational support.

Previous wording

•Net income of $1.7 million, compared to a net loss of $10.6 million in the third quarter of 2024

Current wording

• Net income of $3 million, compared to net loss of $10 million for the first quarter of 2025

Previous wording

Our testing services revenue is derived from AlloSure Kidney, AlloMap Heart, AlloSure Heart and AlloSure Lung tests, which represented 72% of our total revenue for each of the three and nine months ended September 30, 2025, and 73% and 75% of our total revenue for the three and nine months ended September 30, 2024, respectively. Our testing services revenue depends on a number of factors, including (i) the number of tests performed; (ii) establishment of coverage policies by third-party insurers and government payers; (iii) our ability to collect from payers with whom we do not have positive coverage determination, which often requires that we pursue a case-by-case appeals process; (iv) our ability to recognize revenues on tests billed prior to the establishment of reimbursement policies, contracts or payment histories; and (v) how quickly we can successfully commercialize new product offerings.

Current wording

Our testing services revenue is derived from AlloSure Kidney, AlloMap Heart, AlloSure Heart and AlloSure Lung tests, which represented 78% of our total revenue for each of the three months ended March 31, 2026, and 73% of our total revenue for the three months ended March 31, 2025. Our testing services revenue depends on a number of factors, including (i) the number of tests performed; (ii) establishment of coverage policies by third-party insurers and government payers; (iii) our ability to collect from payers with whom we do not have positive coverage determination, which often requires that we pursue a case-by-case appeals process; (iv) our ability to recognize revenues on tests billed prior to the establishment of reimbursement policies, contracts or payment histories; and (v) how quickly we can successfully commercialize new product offerings.

Previous wording

Our product revenue is derived primarily from sales of AlloSeq Tx, Olerup SSP and QTYPE products. Product revenue represented 12% and 13% of our total revenue for the three and nine months ended September 30, 2025, respectively, and 12% of our total revenue for each of the three and nine months ended September 30, 2024. We recognize product revenue from the sale of products to end-users, distributors and strategic partners when all revenue recognition criteria are satisfied. We generally have a contract or a purchase order from a customer with the specified required terms of order, including the number of products ordered. Transaction prices are determinable and products are delivered and risk of loss passed to the customer upon either shipping or delivery, as per the terms of the agreement. There are no further performance obligations related to a contract and revenue is recognized at the point of delivery consistent with the terms of the contract or purchase order.

Current wording

Our product revenue is derived primarily from sales of AlloSeq Tx, Olerup SSP and QTYPE products. Product revenue represented 9% of our total revenue for the three months ended March 31, 2026, and 13% of our total revenue for the three months ended March 31, 2025. We recognize product revenue from the sale of products to end-users, distributors and strategic partners when all revenue recognition criteria are satisfied. We generally have a contract or a purchase order from a customer with the specified required terms of order, including the number of products ordered. Transaction prices are determinable and products are delivered and risk of loss passed to the customer upon either shipping or delivery, as per the terms of the agreement. There are no further performance obligations related to a contract and revenue is recognized at the point of delivery consistent with the terms of the contract or purchase order.

Previous wording

Our patient and digital solutions revenue is mainly derived from sales of our Ottr software, XynQAPI, MedActionPlan, mTilda (HLA Data Systems), TransChart and Tx Access licenses, services and SaaS agreements across the digital portfolio, as well as our pharmacy sales at The Transplant Pharmacy, or TTP. Patient and digital solutions revenue represented 15% of our total revenue for each of the three and nine months ended September 30, 2025, and 14% and 13% of our total revenue for the three and nine months ended September 30, 2024, respectively.

Current wording

Our patient and digital solutions revenue is mainly derived from sales of our Ottr software, XynQAPI, MedActionPlan, mTilda (HLA Data Systems), TransChart and Tx Access licenses, services and SaaS agreements across the digital portfolio, as well as our pharmacy sales at The Transplant Pharmacy, or TTP. Patient and digital solutions revenue represented 14% of our total revenue for the three months ended March 31, 2026, and 14% of our total revenue for the three months ended March 31, 2025.

Previous wording

The Number of AlloSure, AlloMap Heart, AlloSure Heart, HeartCare and AlloSure Lung Tests We Receive and Report

Current wording

The Number of AlloSure Kidney, AlloMap Heart, AlloSure Heart, HeartCare and AlloSure Lung Tests We Receive and Report

Previous wording

The growth of our patient and digital revenues is tied to the continued successful implementation of our Ottr, MedActionPlan and XynQAPI software businesses, as well as continued support and maintenance of existing MedActionPlan, Ottr and XynManagement customers. The Ottr software, TransChart, Tx Access and XynQAPI are currently implemented in multiple locations in the United States. The Ottr software implementation and XynQAPI implementation and support teams are based in Omaha, Nebraska. In addition, patient solutions offered by TTP in Flowood, Mississippi include hospital-affiliated pharmacies located on-site at the transplant center and specialty pharmacies that provide transplant-specific care and dispensing services. Additionally, with HLA Data Systems, we are able to support HLA laboratories in managing their day-to-day workflow.

Current wording

The growth of our patient and digital revenues is tied to the continued successful implementation of our pharmacy solutions, Ottr, MedActionPlan and XynQAPI software businesses, as well as continued support and maintenance of existing pharmacy, MedActionPlan, Ottr and XynManagement customers. The Ottr software, TransChart, Tx Access and XynQAPI are currently implemented in multiple locations in the United States. The Ottr software implementation and XynQAPI implementation and support teams are based in Omaha, Nebraska. In addition, patient solutions offered by TTP in Flowood, Mississippi include hospital-affiliated pharmacies located on-site at the transplant center and specialty pharmacies that provide transplant-specific care and dispensing services. Additionally, with HLA Data Systems, we are able to support HLA laboratories in managing their day-to-day workflow.

Previous wording

Testing services revenue increased by $11.4 million, or 19%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily driven by testing services volume growth of 13% as compared to the same period in 2024. The difference between revenue and volume growth is primarily driven by increased collections related to tests performed and revenue recognized in prior periods as per ASC 606.

Current wording

Testing services revenue increased by $29.5 million, or 48%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by testing services volume growth of 17% as compared to the same period in 2025. The variance between revenue growth and volume growth was primarily driven by $17.7 million of increased net collections associated with tests performed and revenue recognized in prior periods under ASC 606, partially offset by a $3.4 million reduction in testing services revenue related to the recognition of refund reserves payable to third-party payors.

Previous wording

Product revenue increased by $2.3 million, or 22%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to higher sales of our commercial NGS-based kitted solutions resulting from growth in our existing business including conversions of targeted customers.

Current wording

Product revenue decreased by $0.5 million, or 4%, for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily due to lower sales of our commercial NGS-based kitted solutions.

Previous wording

Patient and digital solutions revenue increased by $3.5 million, or 30%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily driven by growth in our digital solutions, particularly an expanded customer base from Ottr software and higher pharmacy sales.

Current wording

Patient and digital solutions revenue increased by $4.0 million, or 33%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily driven by higher pharmacy sales and growth in our digital solutions, particularly an expanded customer base from Ottr software.

Previous wording

Cost of testing services increased by $1.3 million, or 9%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was attributed to higher testing services volume, partially offset by the continuous efficiency measures to lower laboratory expenses.

Current wording

Cost of testing services increased by $2.0 million, or 13%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily attributed to higher testing services volume, partially offset by the continuous efficiency measures to lower laboratory expenses.

Previous wording

Cost of product decreased by $0.6 million, or (9)%, for the three months ended September 30, 2025, compared to the same period in 2024. The decrease was primarily due to improved manufacturing efficiencies and lower costs resulting from favorable pricing terms negotiated with key manufacturers.

Current wording

Cost of product decreased by $0.8 million, or 13%, for the three months ended March 31, 2026, compared to the same period in 2025. The decrease was primarily due to lower sales and improved manufacturing efficiencies and lower costs resulting from favorable pricing terms negotiated with key manufacturers.

Previous wording

Cost of patient and digital solutions increased by $2.4 million, or 30%, for the three months ended September 30, 2025, compared to the same period in 2024. The increase was primarily due to an increase in the cost of goods from our pharmacy business resulting from higher sales.

Current wording

Cost of patient and digital solutions increased by $4.0 million, or 52%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily due to an increase in the cost of goods from our pharmacy business.

Previous wording

Sales and marketing expenses increased by $11.1 million, or 18%, for the nine months ended September 30, 2025, compared to the same period in 2024. The increase was primarily attributable to increases of $8.0 million in personnel-related costs, $2.9 million in consulting expenses, $2.1 million in marketing expenses, and $0.3 million in travel expenses, partially offset by a decrease of $2.2 million in stock-based compensation expense.

Current wording

Sales and marketing expenses increased by $7.4 million, or 32%, for the three months ended March 31, 2026, compared to the same period in 2025. The increase was primarily attributable to increases of $5.4 million in personnel-related costs, $1.5 million in marketing expenses, $0.7 million in travel expenses and 0.2 million in software related expenses, partially offset by a decrease of $0.4 million in consulting expenses.

Previous wording

Litigation settlement expense increased by $5.7 million for the nine months ended September 30, 2025, compared to the same period in 2024. The increase was mainly due to settlement of the Securities Class Action lawsuit. See Note 8, Commitments and Contingencies, to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q under the caption “Litigation and Indemnification Obligations”, which is incorporated herein by reference.

Current wording

Litigation settlement expenses decreased by $4.8 million, or 89%, for the three months ended March 31, 2026, compared to the same period in 2025. The decrease in litigation settlement expense was mainly due to the settlement of $5.4 million related to the Securities Class Action lawsuit during the three months ended March 31, 2025, which was partially offset by a $0.6 million settlement related to the Derivative Actions Lawsuit during the three months ended March 31, 2026. For details over the aforementioned lawsuits, see Note 8, Commitments and Contingencies, to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q under the caption “Litigation and Indemnification Obligations”, which is incorporated herein by reference.

Previous wording

Interest income, net decreased by $1.6 million for the nine months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in cash, cash equivalents, and marketable securities.

Current wording

Interest income, net decreased by $0.9 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to a decrease in cash, cash equivalents and marketable securities.

Previous wording

Other (expense) income, net decreased by $0.4 million for the three months ended September 30, 2025, compared to the same period in 2024, primarily due to a decrease in unrealized investment loss during the period.

Current wording

Other (expense) income, net decreased by $0.6 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to foreign exchange losses during the period.

Previous wording

Income tax benefit (expense) increased by $0.2 million for the three months ended September 30, 2025, compared to the same period in 2024. The increase is primarily attributable to a change in mixed profit (loss) across jurisdictions.

Current wording

Income tax benefit (expense) increased by $0.1 million for the three months ended March 31, 2026, compared to the same period in 2025. The increase is primarily attributable to a change in mixed profit (loss) across jurisdictions.

Previous wording

Cash Flows for the Nine Months Ended September 30, 2025 and 2024

Current wording

Cash Flows for the Three Months Ended March 31, 2026 and 2025

Previous wording

Cash provided by operating activities for the nine months ended September 30, 2024 was $16.2 million. Net operating assets decreased by $15.6 million. Our noncash items included $40.2 million in stock-based compensation expense, $10.8 million of depreciation and amortization expense, $4.2 million of amortization of right-of-use assets, $0.8 million of revaluation of contingent consideration to estimated fair value, and $1.2 million of amortization of premium on short-term marketable securities, net.

Current wording

Cash provided by operating activities for the three months ended March 31, 2026 was $4.3 million. Net operating assets decreased by $14.6 million. Our noncash items primarily included $9.8 million in stock-based compensation expense, $3.9 million of depreciation and amortization expense, $1.4 million of amortization of right-of-use assets, $0.9 million of amortization of premium on short-term marketable securities, net and $0.1 million of loss on disposal of assets.

Previous wording

Cash provided by operating activities for the nine months ended September 30, 2025 was $20.7 million. Net operating assets decreased by $8.4 million. Our noncash items primarily included $26.8 million in stock-based compensation expense, $11.1 million of depreciation and amortization expense, $4.0 million of amortization of right-of-use assets, $2.3 million of one-time impairment charge related to an intangible asset and associated construction in progress, $1.5 million of amortization of premium on short-term marketable securities, net, and $0.5 million of revaluation of contingent consideration to estimated fair value.

Current wording

Cash used in operating activities for the three months ended March 31, 2025 was $26.6 million. Net operating assets decreased by $31.0 million. Our noncash items primarily included $8.9 million in stock-based compensation expense, $3.6 million of depreciation and amortization expense, $1.3 million of amortization of right-of-use assets, and $0.8 million of amortization of premium on short-term marketable securities, net.

Previous wording

For the nine months ended September 30, 2025, net cash provided by investing activities of $37.1 million was primarily related to proceeds from maturities of marketable securities of $126.0 million, partially offset by purchases of marketable securities of $84.4 million, $3.9 million related to additions of capital expenditures, and $0.7 million related to acquisition of an intangible asset.

Current wording

For the three months ended March 31, 2026, net cash provided by investing activities of $11.1 million was primarily related to proceeds from maturities of marketable securities of $54.7 million, partially offset by purchases of marketable securities of $39.9 million, and $3.8 million related to additions of property and equipment.

Previous wording

For the nine months ended September 30, 2024, net cash provided by investing activities of $1.6 million was primarily related to proceeds from maturities of marketable securities of $149.8 million, offset by purchases of marketable securities of $143.2 million, and $5.0 million related to additions of capital expenditures, net.

Current wording

For the three months ended March 31, 2025, net cash provided by investing activities of $1.3 million was primarily related to proceeds from maturities of marketable securities of $55.4 million, offset by purchases of marketable securities of $52.5 million, and $1.6 million related to additions of property and equipment.

Previous wording

Net cash used in financing activities for the nine months ended September 30, 2025 of $80.9 million was primarily due to repurchase and retirement of common stock of $75.6 million, taxes paid related to net share settlements of restricted stock units of $10.5 million, and payment for contingent consideration of $1.5 million, partially offset by proceeds from issuances of common stock under our employee stock purchase plan of $2.3 million, and proceeds from exercise of stock options of $4.3 million.

Current wording

Net cash used in financing activities for the three months ended March 31, 2026 of $2.9 million was primarily due to taxes paid related to net share settlements of restricted stock units of $2.5 million, and payment for contingent consideration of $1.5 million, partially offset by proceeds from issuances of common stock under our employee stock purchase plan of $1.0 million, and proceeds from exercise of stock options of $0.1 million.

Previous wording

Net cash used in financing activities for the nine months ended September 30, 2024 of $4.7 million was primarily due to taxes paid related to net share settlements of restricted stock units of $6.5 million, repurchase and retirement of common stock of $0.5 million and payments of contingent consideration of $2.4 million. These payments were offset by proceeds from issuances of common stock under our employee stock purchase plan of $1.4 million and proceeds from exercise of stock options of $3.3 million.

Current wording

Net cash used in financing activities for the three months ended March 31, 2025 of $0.6 million was primarily due to payment for contingent consideration of $1.5 million, offset by proceeds from issuances of common stock under our employee stock purchase plan of $0.9 million.

Previous wording

We have incurred significant losses and negative cash flows from operations and had an accumulated deficit of $719.0 million at September 30, 2025. As of September 30, 2025, we had cash, cash equivalents and marketable securities of $194.2 million and no debt outstanding.

Current wording

We have incurred significant losses and negative cash flows from operations and had an accumulated deficit of $732.5 million at March 31, 2026. As of March 31, 2026, we had cash, cash equivalents and marketable securities of $198.1 million and no debt outstanding.

Previous wording

On February 20, 2025, our Board of Directors approved a Stock Repurchase Program (the“February 2025 Repurchase Program”), whereby we were authorized to purchase up to $50.0 million in shares of our common stock over a period of up to two years, commencing on February 20, 2025, through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions. During the three months ended June 30, 2025, we repurchased an aggregate of 3.0 million shares of our common stock under the February 2025 Repurchase Program for an aggregate purchase price of$50.0 million.

Current wording

On May 30, 2025, our Board of Directors authorized a new share repurchase program of up to $50.0 million in shares of our 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 our 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

Previous wording

Following the completion of the February 2025 Repurchase Program, on May 30, 2025, our Board of Directors authorized a new share repurchase program of up to$50.0 million in shares of our common stock over a period of up to two years, commencing on May 30, 2025 (the “May 2025 Repurchase Program”). The May 2025 Repurchase Program may be carried out, subject to approval by a committee of our 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 nine months ended September 30, 2025, we purchased an aggregate of 2.0 million shares of our common stock under the May 2025 Repurchase Program for an aggregate purchase price of $25.6 million. As of September 30, 2025, $24.4 million was available for future share repurchases under the May 2025 Repurchase Program.

Current wording

repurchases during the three months ended March 31, 2026. As of March 31, 2026, $12.2 million was available for future share repurchases under the May 2025 Repurchase Program. Additionally, on April 24, 2026, our Board of Directors authorized the April 2026 Repurchase Program, which provides for the repurchase of up to $100.0 million in shares of our 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 our Board of Directors, through open market purchases, one or more Rule 10b5-1 trading plans, block trades and in privately negotiated transactions.

Previous wording

There were no material changes in the matters for which we make critical accounting estimates in the preparation of our unaudited condensed consolidated financial statements during the three and nine months ended September 30, 2025 as compared to those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on February 28, 2025.

Current wording

There were no material changes in the matters for which we make critical accounting estimates in the preparation of our unaudited condensed consolidated financial statements during the three months ended March 31, 2026 as compared to those disclosed in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 25, 2026.