Biodesix Director Reports Purchases; 750k Shares in 2025 GRAT Disclosed

Rhea-AI Filing Summary

Jack W. Schuler, a director and greater-than-10% holder of Biodesix, reported purchases of the issuer's common stock in two transactions. He acquired 15,317 shares at a weighted average price of $6.0437 and 3,056 shares at a weighted average price of $6.1695, increasing reported beneficial ownership to 1,238,700 shares when combining holdings attributed to the Jack W. Schuler Living Trust and other indirect vehicles.

The filing states these amounts were adjusted for a one-for-twenty reverse stock split and discloses an additional 750,000 shares held indirectly in the Jack W. Schuler 2025 GRAT. The transaction footnotes note purchases occurred at varying prices within disclosed ranges; the reporting was signed by an attorney-in-fact.

Positive

• Insider purchases were reported, indicating the director added to his stake via open-market transactions
• Beneficial ownership increased to a disclosed total of 1,238,700 shares following the transactions
• Transparency on pricing and split: weighted-average prices and a one-for-twenty reverse split adjustment are disclosed

Negative

• None.

Insights

Securities Analyst

TL;DR: Insider purchases increased a director's stake, modestly raising insider ownership after a reverse split.

The reported open-market purchases by a director and >10% owner raise his beneficial ownership to 1,238,700 shares on record, including trust and GRAT holdings. The filing discloses weighted-average prices and a one-for-twenty reverse split adjustment, which affects comparability with prior disclosures. For investors, the key facts are the incremental insider buying and the material indirect holding of 750,000 shares in the 2025 GRAT; both change the insider ownership profile without indicating financing or option exercise.

Corporate Governance Expert

TL;DR: Director-level insider acquisition and large indirect trust/GRAT holdings highlight concentrated insider ownership and estate-planning structure.

The disclosure shows that the reporting person holds shares indirectly via a living trust and a grantor retained annuity trust, with the reporting person as sole trustee. The combination of immediate purchases and substantial indirect holdings suggests a governance picture where a single insider retains significant influence. The form is appropriately annotated to reflect weighted-average pricing and split adjustments, aiding transparency of the transaction record.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SCHULER JACK W

(Last) (First) (Middle)

PO BOX 531

(Street)

LAKE BLUFF IL 60044

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIODESIX INC [ BDSX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/17/2025		P		15,317	A	$6.0437(1)	1,235,644(2)	I	By Jack W. Schuler Living Trust(3)
Common Stock	09/18/2025		P		3,056	A	$6.1695(4)	1,238,700	I	By Jack W. Schuler Living Trust(3)
Common Stock								750,000(2)	I	By Jack W. Schuler 2025 GRAT(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $5.825 to $6.15, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

2. These numbers have been adjusted to reflect the one-for-twenty reverse stock split effective September 15, 2025.

3. Jack W. Schuler is the sole trustee of the Jack W. Schuler Living Trust.

4. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $6.125 to $6.20, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in this footnote.

5. Jack W. Schuler is the sole trustee of the Jack W. Schuler 2025 GRAT.

	/s/ Robin H. Cowie as Attorney-in-Fact for Jack Schuler	09/19/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did BIODESIX (BDSX) insider Jack W. Schuler report?

The filing reports open-market purchases of 15,317 shares at a weighted avg $6.0437 and 3,056 shares at a weighted avg $6.1695.

How many Biodesix shares does Jack W. Schuler beneficially own after these Form 4 transactions?

The filing reports 1,238,700 shares beneficially owned following the reported transactions, including indirect holdings.

Does Jack W. Schuler hold shares indirectly for BIODESIX (BDSX)?

Yes. Shares are held indirectly through the Jack W. Schuler Living Trust and 750,000 shares in the Jack W. Schuler 2025 GRAT.

Were the reported share amounts adjusted for a corporate action?

Yes. The numbers were adjusted to reflect a one-for-twenty reverse stock split effective as disclosed in the filing.

What pricing information is provided for the purchases?

The filing discloses weighted-average prices and states the shares were bought at prices within disclosed ranges ($5.825–$6.15 and $6.125–$6.20 respectively).