Biodesix (BDSX) CFO sells shares to cover RSU taxes

Rhea-AI Filing Summary

Biodesix, Inc. (BDSX) CFO, Secretary & Treasurer Robin Harper Cowie reported RSU vesting and related tax-share sales. On January 15, 2026, 805 restricted stock units were converted into the same number of Biodesix common shares at an exercise price of $0, increasing her direct common stock holdings to 13,952 shares and RSU holdings to 1,609 units after the transaction.

On January 16, 2026, she sold 298 shares of common stock at a weighted average price of $8.1493 per share. According to the disclosure, these shares were sold automatically by the issuer's broker to cover taxes due upon RSU vesting. Following the sale, she directly owned 13,654 shares of common stock. The filing notes that all share and unit numbers reflect a one-for-twenty reverse stock split effective September 15, 2025, and that the RSUs 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^*

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)
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		805	A	(1)	13,952	D
Common Stock	01/16/2026		S(2)		298	D	$8.1493(3)	13,654	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			805(4)	(5)	(5)	Common Stock	805(4)	$0	1,609(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 Harper Cowie	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 transaction did Biodesix (BDSX) CFO Robin Cowie report?

Robin Harper Cowie, the CFO, Secretary & Treasurer of Biodesix, Inc., reported the vesting of 805 restricted stock units (RSUs) into common stock on January 15, 2026, and the subsequent sale of 298 common shares on January 16, 2026 as disclosed on Form 4.

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

On January 16, 2026, the Biodesix CFO sold 298 shares of common stock at a weighted average price of $8.1493 per share. The filing notes that these sales were executed by the issuer's broker in multiple transactions within a price range of $8.10 to $8.28 to cover taxes related to RSU vesting.

Why were Biodesix (BDSX) shares sold on January 16, 2026?

The Form 4 states that the 298 shares of Biodesix common stock sold on January 16, 2026 were automatically sold to cover taxes triggered by the vesting of restricted stock units. The issuer's broker carried out these sales as part of tax withholding for RSU vesting, including for the reporting person.

What RSU vesting did the Biodesix CFO report on January 15, 2026?

On January 15, 2026, 805 restricted stock units held by the Biodesix CFO were reported as exercised (code M), resulting in the issuance of 805 shares of common stock at an exercise price of $0. Each RSU represents a contingent right to receive one share of Biodesix common stock.

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

After the reported transactions, the CFO directly owned 13,654 shares of Biodesix common stock and 1,609 restricted stock units. These figures are stated as the amounts beneficially owned following the transactions in Table I and Table II of the filing.

How are the Biodesix CFO's RSUs structured and when do they vest?

The filing explains that the RSUs vest in four successive equal annual installments starting from January 15, 2024, generally conditioned on the CFO's continued service with Biodesix. The RSUs do not have an expiration date, and all RSU and share counts have been adjusted for a one-for-twenty reverse stock split effective September 15, 2025.

How did the reverse stock split affect the share and RSU numbers in this Biodesix Form 4?

The disclosure notes that all reported amounts for shares and RSUs have been adjusted for a one-for-twenty reverse stock split that became effective on September 15, 2025. This means the quantities shown in the Form 4, including the 805 RSUs, 13,654 common shares, and 1,609 RSUs owned after the transactions, already reflect the post-split share count.