Biodesix (BDSX) CFO reports RSU vesting and tax-cover share sale

Rhea-AI Filing Summary

Biodesix Inc. CFO Robin Harper Cowie reported equity compensation activity tied to restricted stock units (RSUs). On February 9, 2026, RSUs were converted into 2,584 shares of Common Stock, and RSU balances were updated, including 2,426 unvested RSUs after adjustment for a prior reverse split.

On February 10, 2026, Cowie executed an automatic open-market sale of 941 Common shares at a weighted average price of $10.0841 to cover taxes upon RSU vesting, leaving 15,297 Common shares held directly.

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^*

Cowie Robin Harper

(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)
	CFO, Sec'y & Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2026

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	02/09/2026		M		2,584	A	(1)	16,238	D
Common Stock	02/10/2026		S(2)		941	D	$10.0841(3)	15,297	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)	02/09/2026		M			157	(4)	(4)	Common Stock	157	$0	0	D
Restricted Stock Units	(1)	02/09/2026		M			2,427(5)	(6)	(6)	Common Stock	2,427(5)	$0	2,426(5)	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 $9.94 to $10.21, 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 vested 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 had no expiration date.

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

6. These RSUs vest in a series of four successive equal annual installments measured from February 8, 2023, generally subject to the Reporting Person's continued service with the Issuer, and have no expiration date.

	/s/ Robin Harper Cowie	02/11/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Biodesix (BDSX) report for its CFO?

Biodesix reported that CFO Robin Harper Cowie had RSUs convert into Common Stock and then sold shares. On February 9, 2026, 2,584 Common shares were acquired from RSU conversions, followed by a 941-share sale on February 10, 2026 to cover related tax obligations.

How many Biodesix (BDSX) shares did the CFO sell and at what price?

The CFO sold 941 shares of Biodesix Common Stock. The shares were sold on February 10, 2026 at a weighted average price of $10.0841 per share, in multiple transactions executed by the issuer’s broker to automatically cover taxes owed upon RSU vesting.

How many Biodesix (BDSX) shares does the CFO own after these transactions?

After the reported transactions, the CFO directly owns 15,297 shares of Biodesix Common Stock. This reflects RSU conversions into 2,584 shares on February 9, 2026 and the subsequent 941-share tax-cover sale on February 10, 2026 under an automatic arrangement.

What restricted stock unit (RSU) activity did Biodesix (BDSX) disclose for its CFO?

Biodesix disclosed RSU conversions and vesting for its CFO. On February 9, 2026, 157 RSUs and 2,427 RSUs were converted, tied to grants vesting quarterly and annually from February 8, 2022 and February 8, 2023, leaving 2,426 RSUs outstanding with no expiration date.

Why were Biodesix (BDSX) shares sold in connection with the CFO’s RSUs?

The shares were sold automatically to cover taxes triggered by RSU vesting. The issuer’s broker sold 941 Common shares on February 10, 2026 at a weighted average price of $10.0841 as part of a tax-withholding arrangement for the CFO and certain other employees.

How did Biodesix’s reverse stock split affect the CFO’s RSUs?

The RSU figures disclosed for the CFO were adjusted for a one-for-twenty reverse stock split effective September 15, 2025. Footnote disclosure states that the reported RSU numbers, including remaining 2,426 RSUs, reflect this split-adjusted share count for Biodesix equity awards.