Biodesix (BDSX) CEO logs RSU vesting and small tax-driven share sale

Rhea-AI Filing Summary

Biodesix Inc. President & CEO Scott Hutton reported routine equity award activity and a small share sale. On January 15, 2026, 2,633 restricted stock units (RSUs) vested and were converted into 2,633 shares of Biodesix common stock at an exercise price of $0, reflecting a stock-based compensation award. The RSU and share counts have been adjusted for a one-for-twenty reverse stock split effective September 15, 2025.

On January 16, 2026, 970 shares of common stock were sold at a weighted-average price of $8.1493 per share to automatically cover taxes due upon the RSU vesting. After these transactions, Hutton directly held 38,974 shares of common stock and 5,265 RSUs, which continue to vest in four equal annual installments starting January 15, 2024.

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^*

Hutton Scott

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		M		2,633	A	(1)	39,944	D
Common Stock	01/16/2026		S(2)		970	D	$8.1493(3)	38,974	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)	01/15/2026		M			2,633(4)	(5)	(5)	Common Stock	2,633(4)	$0	5,265(4)	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 $8.10 to $8.28, 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 numbers have been adjusted to reflect the one-for-twenty reverse stock split effective September 15, 2025.

5. These RSUs vest in a series of four successive equal annual installments measured from January 15, 2024, 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 Scott Hutton	01/20/2026
	** 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).
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FAQ

What insider transactions did Biodesix (BDSX) report for Scott Hutton in January 2026?

Biodesix (BDSX) reported that President & CEO Scott Hutton had 2,633 RSUs vest and convert into common stock on January 15, 2026, and that 970 shares of common stock were sold on January 16, 2026 to cover taxes related to the vesting.

How many Biodesix (BDSX) shares did Scott Hutton sell, and at what price?

On January 16, 2026, Scott Hutton reported the sale of 970 shares of Biodesix common stock at a weighted-average price of $8.1493 per share. The filing notes these shares were sold automatically by the issuer’s broker to cover taxes from RSU vesting.

Were Scott Hutton’s Biodesix (BDSX) share sales part of tax withholding on RSUs?

Yes. The filing explains that the 970 shares of Biodesix common stock sold on January 16, 2026 were automatically sold to cover taxes due upon the vesting of restricted stock units.

How many Biodesix (BDSX) shares and RSUs does Scott Hutton own after these transactions?

Following the reported transactions, Scott Hutton directly owned 38,974 shares of Biodesix common stock and 5,265 restricted stock units (RSUs), as stated in the Form 4.

How do Scott Hutton’s Biodesix (BDSX) RSUs vest after the January 2026 Form 4?

The filing states that these Biodesix RSUs vest in four successive equal annual installments measured from January 15, 2024, generally subject to his continued service, and that they have no expiration date.

Did a reverse stock split affect the share and RSU numbers in this Biodesix (BDSX) Form 4?

Yes. A footnote explains that the reported share and RSU numbers have been adjusted for a one-for-twenty reverse stock split that was effective on September 15, 2025.