Back
10-K2026-02-25· merged:deepseek-v4-flash

CDNA · CareDx, Inc

0001217234-26-000018

SEC filing

Summary

CareDx's 2025 revenue grew 14% to $380M, but swung to a net loss of $21M from $53M income in 2024, driven by litigation reversal and higher spending.

Key takeaways

Full analysis

Business

Company Overview

CareDx is a precision medicine company focused on improving outcomes for transplant patients and advancing organ health. The Company delivers integrated solutions including non-invasive molecular testing for heart, kidney, and lung transplants; laboratory products; digital health technologies; and patient solutions for pre- and post-transplant care. Headquartered in Brisbane, California, CareDx also has primary operations in Omaha, Nebraska and Stockholm, Sweden. Substantially all revenues come from the United States and Europe, and assets and operations are primarily in the U.S. and Sweden.

Reporting Segments

CareDx operates as a single reportable segment, as noted in Note 13 of the consolidated financial statements. The business encompasses all testing services, laboratory products, and patient/digital solutions under one integrated structure.

Products & Platforms

CareDx's commercially available post-transplant testing services include AlloSure Kidney (dd-cfDNA for kidney), AlloMap Heart (gene expression profiling for heart), AlloSure Heart (dd-cfDNA for heart), HeartCare (combination of AlloMap and AlloSure Heart), and AlloSure Lung (dd-cfDNA for lung). Additionally, AlloHeme is a monitoring test for AML/MDS after hematopoietic cell transplant, and AlloCell monitors cell therapy engraftment. Laboratory products include QTYPE, Olerup SSP, AlloSeq Tx, AlloSeq cfDNA, and AlloSeq HCT for HLA typing and transplant monitoring. Patient and digital solutions include Ottr (workflow management), TxAccess (referral management), XynQAPI (quality tracking), MedActionPlan (medication adherence), AlloHome (remote monitoring), and HLA Data Systems software.

Go-To-Market & Customers

CareDx's go-to-market strategy centers on solutions-selling to concentrated transplant centers, cross-selling multiple products to lower revenue acquisition costs. In the U.S., a regional structure with territory account managers, digital and lab product specialists, and medical science liaisons serves transplant centers. Outside the U.S., country managers in Western Europe and distributors elsewhere handle customers. No single customer accounts for a material portion of revenue; however, Medicare represented 46% of testing services revenue in 2025.

Competition

In testing services, CareDx faces competition from Natera, Eurofins Transplant Genomics, Devyser Diagnostics, and Insight Molecular Diagnostics, plus potential entrants with dd-cfDNA expertise. In laboratory products, Thermo Fisher (One Lambda) is the market leader, with competitors including Omixon, GenDx, BAG, Qiagen, and Immucor. For digital solutions, primary competitors are Phoenix (Epic's transplant application) for patient management, and T-REX and MedSleuth for referral management. Competitive factors include clinical validation data, reimbursement, inclusion in practice guidelines, and ease of use.

Strategy

CareDx's four strategic priorities are: (1) accelerate profitable growth by focusing on solutions-selling, integrating teams, generating clinical evidence, and executing the R&D pipeline; (2) drive operational excellence through process improvement and investments in automation, AI, and business intelligence; (3) define TRANSPLANT+ to expand the total addressable market into adjacent areas like pre-transplant organ assessment and precursor diseases; and (4) elevate performance culture by engaging and inspiring employees.

Human Capital

As of December 31, 2025, CareDx had 765 employees, of which 761 were full-time. By function: 145 in manufacturing operations and support, 186 in research and development, 252 in sales and marketing, and 182 in general and administrative. Geographic distribution: 706 employees in the U.S. and 59 outside. None of the employees are unionized except for the SSP production group in Sweden represented by IF Metall. CareDx emphasizes attraction, development, retention, and diversity through training programs, competitive compensation, and a Diversity, Equity, and Inclusion committee.

Period Performance

Period Performance

CareDx's total revenue for fiscal year 2025 increased 14% year-over-year to $379.8 million, driven by growth across all three revenue streams. Testing services revenue rose 10% to $274.5 million, supported by a 14% increase in testing volume to approximately 200,000 tests. However, this was partially offset by a $3.5 million increase in the refunds reserve and a $7.8 million decrease in prior period collections under ASC 606. Product revenue grew 19% to $48.4 million, primarily from higher sales of NGS-based kitted solutions. Patient and digital solutions revenue surged 31% to $56.9 million, fueled by higher pharmacy sales and an expanded customer base for the Ottr software.

The company swung from an operating income of $40.8 million in 2024 to an operating loss of $30.8 million in 2025, a decline of 176%. This was largely attributable to a $102.0 million swing in litigation expense: a $96.3 million reversal in 2024 (from a favorable patent ruling) versus a $5.7 million charge in 2025 from the Securities Class Action settlement. Excluding litigation, operating expenses increased 25% due to higher sales and marketing (up 25%) and general and administrative (down 14% but with a $2.3 million impairment charge). Net loss totaled $21.4 million compared to net income of $52.5 million in the prior year.

Segment Dynamics

Testing services remained the largest segment, contributing 72% of total revenue. Volume growth of 14% outpaced revenue growth of 10%, indicating pricing pressure or mix shift due to refunds and prior period adjustments. Product revenue (13% of total) grew 19%, benefiting from NGS kit adoption. Patient and digital solutions (15% of total) posted the strongest growth at 31%, reflecting successful cross-selling of pharmacy and digital tools. Gross margins by segment are not disclosed, but cost of testing services increased 12% (slightly above volume growth), suggesting margin compression.

Forward View

Management did not provide quantitative guidance but highlighted strategic priorities: continued investment in R&D for new services, expansion of patient and digital solutions, and leveraging the existing cash balance of $201.4 million (no debt) to fund operations and share repurchases ($87.8 million in 2025). The company expects existing cash and operational cash flows to meet requirements for the next 12 months. Key uncertainties include payer reimbursement trends and the ongoing impact of refund reserves. The reversal of litigation expense is non-recurring, so operating income comparisons will normalize in 2026.

Notes & Operating Detail

Balance Sheet & Liquidity

CareDx's liquidity position remains solid. As of December 31, 2025, the company held $65.4 million in cash and cash equivalents and $135.9 million in marketable securities (held-to-maturity), totaling $201.4 million. This is a decrease from $260.7 million a year earlier, primarily due to share repurchases. Inventory increased to $26.7 million from $19.5 million, reflecting higher raw materials and finished goods. Deferred revenue stood at $4.7 million, slightly down from $4.8 million. The company has no outstanding debt beyond lease liabilities, which total $26.2 million on a present-value basis. Goodwill remains unchanged at $40.3 million, with no impairment recorded.

Commitments & Contractual Obligations

CareDx has operating lease commitments of $29.8 million through 2033, with a weighted-average remaining lease term of 4.02 years. Royalty obligations under licenses with Illumina (mid-single to low-double digits on covered product sales) and a university (low single digits) are contingent on future sales. The company also has a collaboration agreement for iBox software that includes revenue sharing. No fixed purchase commitments for inventory or capacity were disclosed. Legal contingencies include an ongoing Natera patent appeal where the potential loss could be up to $96.3 million plus interest, though no liability is currently recorded after the jury verdict was overturned.

Capital Allocation

The company returned significant capital to shareholders through stock repurchases. During 2025, CareDx repurchased 5.8 million shares for $87.8 million under two programs: a $50 million program completed in Q2 2025 and a new $50 million program authorized on May 30, 2025, with $12.2 million remaining as of year-end. No dividends were paid or declared. Capital expenditures were $5.9 million in 2025 (from cash flow statement, not in notes), but the Notes do not explicitly disclose capex. The company has no debt, and no debt issuance or repayment was noted.

Segment / Geographic Mix

CareDx operates as a single reporting segment. Revenue is geographically concentrated in the United States, which accounted for $359.9 million of total $379.8 million (94.8%) in 2025. Testing services revenue ($274.5M) is the largest category, followed by patient and digital solutions ($56.9M) and product revenue ($48.4M). The Notes do not provide segment profitability; only consolidated net loss of $21.4 million is presented.

Risk Factors

Reimbursement & Regulatory

CareDx faces significant risk from its heavy reliance on Medicare, which accounted for 46% of testing services revenue in 2025. The ongoing MolDX/Noridian proposed LCD (DL40058/DL40060) could introduce new coverage criteria and bundled payments, potentially reducing reimbursement for AlloSure Kidney, AlloMap Heart, AlloSure Heart, and AlloSure Lung. The Protecting Access to Medicare Act (PAMA) further pressures pricing through mandatory private payer rate reporting. Additionally, the FDA's evolving stance on laboratory-developed tests (LDTs) creates regulatory uncertainty, though a recent court ruling limited FDA authority over laboratory services.

Competition

The post-transplant surveillance market is increasingly competitive. Natera, Eurofins, iMDx, Verici, Thermo Fisher, and others offer molecular diagnostic tests. CareDx's financial results are largely dependent on a few key tests (AlloSure Kidney, AlloMap Heart, AlloSure Heart, HeartCare, AlloSure Lung). Failure to maintain market share or pricing could materially harm revenue.

Financial Performance

The company reported a net loss of $21.4 million in 2025 and an accumulated deficit of $735.4 million. Management expects to incur losses for several more years due to R&D, commercialization, and legal expenses. While the company had $201.4 million in cash and marketable securities, additional capital may be needed, potentially causing dilution or debt.

Operational Risks

All US testing is performed at a single facility in Brisbane, CA, which is vulnerable to earthquakes and other disasters. The company does not have redundant laboratory capacity. Reliance on sole-source suppliers (Thermo Fisher, Roche, Illumina, Becton Dickinson, Qiagen) without guaranteed supply agreements poses supply chain disruption risk.

Legal & Compliance

The company is subject to a DOJ False Claims Act investigation regarding kidney testing and phlebotomy services. Although the SEC closed its investigation without action, ongoing litigation and potential penalties could be costly and distracting. Patent litigation with Natera resulted in three patents being ruled invalid, limiting intellectual property protection.

Intellectual Property

CareDx's competitive position depends on patents and trade secrets. The invalidation of patents in the Natera litigation weakens its IP moat. New patent applications may not issue, and foreign IP protection is uncertain.

Cash Flow Quality

No cash flow statement data was provided in the input. Only audit opinion and notes were included.