CareDx, Inc. (Nasdaq: CDNA) announced on December 18, 2025 that it has reached a proposed settlement of shareholder derivative actions brought by a group of investors against the company’s directors and officers. The settlement is being considered by the U.S. District Court for the Northern District of California and will be finalized in a hearing scheduled for June 30, 2026, at the San Francisco Courthouse.
Under the terms of the settlement, CareDx will implement a series of corporate governance reforms that will remain in effect for at least four years. The reforms include enhanced oversight by the audit committee, the creation of a new disclosure committee, and a commitment to conduct an independent compliance review with a budget of $250,000. These measures are designed to strengthen oversight of financial reporting, disclosure practices, and overall corporate governance.
The settlement also provides for a potential award of up to $1.2 million in attorneys’ fees and expenses, and a $2,500 service award for each plaintiff, both subject to court approval. In exchange, the settlement bars shareholders from contesting the approval and from pursuing the released claims, meaning there will be no direct monetary payout to shareholders.
This derivative settlement is distinct from a separate securities class‑action settlement that closed on December 4, 2025, which created a $20.25 million fund for eligible shareholders. CareDx’s settlement follows the conclusion of DOJ and SEC investigations that found no wrongdoing. The derivative lawsuit was based on allegations that the company’s directors and officers issued materially false and misleading statements about its testing services and revenue disclosures, including the use of the “RemoTraC” mobile phlebotomy program to inflate revenues and bill Medicare.
The settlement’s focus on governance reforms and the absence of a direct payout signal CareDx’s intent to address the governance deficiencies that prompted the lawsuit while mitigating future litigation risk. By strengthening oversight and transparency, the company aims to restore investor confidence and reduce the likelihood of similar claims arising in the future.
The final approval hearing will take place on June 30, 2026, at the San Francisco Courthouse, where the court will decide whether to approve the settlement and its associated reforms.
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