Biodesix Chief Development Officer Reports RSU Vesting and Tax Withholding Sale

Rhea-AI Filing Summary

Biodesix, Inc. (BDSX) reporting person Gary Anthony Pestano, Chief Development Officer, had restricted stock units (RSUs) vest on 08/12/2025 that converted into 1,379 shares of common stock. The filing shows those 1,379 shares were recorded as acquired on 08/12/2025 and, to satisfy tax withholding, 442 shares were sold on 08/13/2025 at a weighted average price of $0.4163 per share (individual sale prices ranged from $0.4076 to $0.43). After these transactions, Mr. Pestano beneficially owned 157,878 shares of common stock. The RSUs vest quarterly in 16 installments beginning February 8, 2022, have no expiration date, and the sold shares were transacted automatically by the issuer's broker to cover taxes.

Positive

• RSUs vested, converting compensation into equity which aligns the officer with shareholder interests
• Beneficial ownership remains substantial at 157,878 shares after the tax-withholding sale

Negative

• Automatic sale to cover taxes reduced the officer's holdings by 442 shares, representing a modest net decrease

Insights

Corporate Governance Expert

TL;DR Routine RSU vesting and automatic tax-withholding sale; no sign of discretionary insider trading.

The filing documents standard equity compensation mechanics: vested RSUs converted into shares and a portion sold by the issuer's broker to cover tax obligations. The transaction was administratively driven (automatic sale) rather than an open-market disposition initiated by the officer. Post-transaction beneficial ownership remains materially intact at 157,878 shares. This is a routine governance event reflecting compensation delivery rather than a change in strategic ownership.

Securities Analyst

TL;DR Small net decrease in insider holdings due to tax-related sell; transaction sizes are immaterial to company capitalization.

The report shows 1,379 RSUs vested and 442 shares sold to cover taxes at a weighted average price of $0.4163. The scale of the sale is minor relative to typical public-company float and therefore unlikely to impact market perceptions or valuation materially. The continued schedule of quarterly vesting suggests ongoing compensation-related share issuance rather than near-term liquidity-driven selling by the officer.

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

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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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Pestano Gary Anthony

(Last) (First) (Middle)

919 WEST DILLON RD

(Street)

LOUISVILLE CO 80027

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		M		1,379	A	(1)	158,320	D
Common Stock	08/13/2025		S(2)		442	D	$0.4163(3)	157,878	D

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
Restricted Stock Units	(1)	08/12/2025		M			1,379	(4)	(4)	Common Stock	1,379	$0	2,756	D

Explanation of Responses:

1. Each restricted stock unit (the "RSU") represents a contingent right to receive one share of the Issuer's Common Stock.

2. These shares of the Issuer's Common Stock were sold automatically to cover taxes upon the vesting of RSUs.

3. The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of RSUs for certain employees of the Issuer, including the Reporting Person. These shares were sold in multiple transactions at prices ranging from $0.4076 to $0.43, 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 sold at each separate price within the range set forth in this footnote.

4. These RSUs vest in a series of sixteen successive quarterly installments measured from February 8, 2022, generally subject to the Reporting Person's continued service with the Issuer, and have no expiration date.

	/s/ Robin H. Cowie as Attorney-in-Fact for Gary Pestano	08/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What transactions did Gary Pestano report on Form 4 for BDSX?

He reported 1,379 RSUs vesting on 08/12/2025 and the automatic sale of 442 shares on 08/13/2025 to cover taxes

At what price were the shares sold to cover taxes?

The weighted average sale price was $0.4163 per share, with individual sale prices ranging from $0.4076 to $0.43

How many shares does the reporting person beneficially own after the transactions?

157,878 shares

What are the vesting terms for the RSUs reported?

The RSUs vest in 16 successive quarterly installments beginning February 8, 2022, and have no expiration date

Were these transactions part of a 10b5-1 plan or an automatic tax withholding?

The filing indicates the shares were sold automatically by the issuer's broker to cover taxes upon vesting