Biodesix CEO covers taxes with 3,559-share sale

Biodesix, Inc. President & CEO Scott Hutton reported equity award activity and a related share sale.

Rhea-AI Filing Summary

Biodesix, Inc. President & CEO Scott Hutton reported equity award activity and a related share sale. On February 9, 2026, he acquired 9,998 shares of Common Stock through the exercise of restricted stock units (RSUs), bringing his direct Common Stock holdings to 48,972 shares.

On February 10, 2026, 3,559 Common Shares were sold in an open-market transaction at a weighted average price of $10.0841 to cover taxes due upon RSU vesting, leaving him with 45,413 Common Shares held directly. RSU activity included the conversion of 610 RSUs that fully vested and 9,388 RSUs that remain outstanding, with vesting schedules tied to continued service and figures adjusted for a one-for-twenty reverse stock split effective September 15, 2025.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 4 txns

Insider Hutton Scott

Role President & CEO

Sold 3,559 shs ($36K)

Approx. gross sale proceeds $36K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	3,559	$10.0841	$36K
Exercise	Restricted Stock Units	610	$0.00	$0.00
Exercise	Restricted Stock Units	9,388	$0.00	$0.00
Exercise	Common Stock	9,998	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 9,388 contracts (Direct); Common Stock — 45,413 shares (Direct)

Footnotes (6)

1. F1. Each restricted stock unit (the "RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
2. F2. These shares of the Issuer's Common Stock were sold automatically to cover taxes upon the vesting of RSUs.
3. F3. 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. F4. 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. F5. These numbers have been adjusted to reflect the one-for-twenty reverse stock split effective September 15, 2025.
6. F6. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Biodesix (BDSX) CEO Scott Hutton report?

Scott Hutton reported exercising RSUs into 9,998 Biodesix Common Shares and selling 3,559 shares. The sale was an open-market transaction used to cover taxes triggered by RSU vesting, while he retained 45,413 Common Shares directly afterward.

How many Biodesix (BDSX) shares does CEO Scott Hutton own after these Form 4 transactions?

After the reported transactions, Scott Hutton directly owns 45,413 Biodesix Common Shares. This reflects acquiring 9,998 shares from RSU conversion and then selling 3,559 shares in a tax-related sale, as disclosed in the Form 4 filing.

At what price were Scott Hutton’s Biodesix (BDSX) shares sold to cover taxes?

The 3,559 Biodesix Common Shares were sold at a weighted average price of $10.0841 per share. The filing notes multiple trades between $9.94 and $10.21, executed by the broker to cover RSU-related tax obligations.

Were Scott Hutton’s Biodesix (BDSX) share sales discretionary or tax-related?

The Form 4 explains the 3,559 Biodesix shares were sold automatically to cover taxes upon RSU vesting. This indicates the sale was driven by tax withholding mechanics rather than a discretionary decision to liquidate investment holdings.

What restricted stock unit (RSU) activity did Biodesix (BDSX) report for Scott Hutton?

The filing shows 610 RSUs converted into Common Shares and 9,388 RSUs remaining outstanding. These RSUs vest over quarterly and annual schedules tied to continued service, with amounts adjusted for a one-for-twenty reverse stock split.

How did Biodesix (BDSX) reverse stock split affect Scott Hutton’s RSU figures?

The RSU-related share numbers in the filing were adjusted for a one-for-twenty reverse stock split effective September 15, 2025. This means both historical and outstanding RSU quantities reflect the post-split share count basis.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 02/11/2026 - 06:03 PM Learn about SEC filing dates

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
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		9,998	A	(1)	48,972	D
Common Stock	02/10/2026		S(2)		3,559	D	$10.0841(3)	45,413	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			610	(4)	(4)	Common Stock	610	$0	0	D
Restricted Stock Units	(1)	02/09/2026		M			9,388(5)	(6)	(6)	Common Stock	9,388(5)	$0	9,388(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 H. Cowie as Attorney-in-Fact for Scott Hutton	02/11/2026
	** 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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