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Biodesix (BDSX) CEO reports RSU vesting and tax-related stock sale

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Biodesix Inc. President & CEO Scott Hutton reported equity transactions involving company stock and restricted stock units. On February 20, 2026, 4,844 restricted stock units were exercised into 4,844 shares of common stock at $0.00 per share, increasing his direct common share holdings to 50,257 and leaving 14,531 RSUs outstanding. On February 23, 2026, 1,490 common shares were sold in open-market transactions at a weighted average price of $12.7756 per share, in a price range from $12.58 to $13.16, with the sale made automatically by the issuer’s broker to cover taxes upon RSU vesting. Following these transactions, he directly owned 48,767 shares of Biodesix common stock.

Positive

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Negative

  • None.
Insider Hutton Scott
Role President & CEO
Sold 1,490 shs ($19K)
Approx. gross sale proceeds $19K
Approx. exercise cost $0.00
Type Security Shares Price Value
Sale Common Stock 1,490 $12.7756 $19K
Exercise Restricted Stock Units 4,844 $0.00 $0.00
Exercise Common Stock 4,844 $0.00 $0.00
Holdings After Transaction: Restricted Stock Units — 14,531 shares (Direct); Common Stock — 48,767 shares (Direct)
Footnotes (5)
  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 $12.58 to $13.16, 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 numbers have been adjusted to reflect the one-for-twenty reverse stock split effective September 15, 2025.
  5. F5. These RSUs vest in a series of four successive equal annual installments measured from February 20, 2025, generally subject to the Reporting Person's continued service with the Issuer, and have no expiration date.

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FAQ

What did Biodesix (BDSX) CEO Scott Hutton report in this Form 4?
Scott Hutton reported RSU vesting into 4,844 shares of Biodesix common stock and an automatic sale of 1,490 shares. The sale was executed by the company’s broker to cover tax obligations triggered by the RSU vesting.

How many Biodesix (BDSX) shares did the CEO sell and at what price?
He sold 1,490 shares of Biodesix common stock in open-market transactions at a weighted average price of $12.7756. Individual trades occurred within a price range from $12.58 to $13.16, according to the disclosure footnote.

Were the Biodesix (BDSX) CEO’s share sales discretionary or for taxes?
The filing states the 1,490 shares were sold automatically by the issuer’s broker to cover taxes due upon the vesting of restricted stock units. This indicates a tax-withholding related sale rather than a discretionary portfolio decision.

How many Biodesix (BDSX) shares does the CEO own after these transactions?
After the reported RSU conversion and tax-cover sale, Scott Hutton directly owns 48,767 shares of Biodesix common stock. He also holds 14,531 restricted stock units that vest in four equal annual installments starting February 20, 2025.

What are the details of the Biodesix (BDSX) CEO’s restricted stock units?
Each RSU represents a right to receive one share of Biodesix common stock. These RSUs vest in four equal annual installments measured from February 20, 2025, generally contingent on continued service, and the units themselves have no expiration date.

Did any reverse stock split affect the Biodesix (BDSX) share numbers reported?
Yes. A footnote states the reported share numbers have been adjusted for a one-for-twenty reverse stock split that became effective on September 15, 2025, ensuring the holdings and transaction amounts reflect the post-split share count.
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)
02/20/2026
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 02/20/2026 M 4,844 A (1) 50,257 D
Common Stock 02/23/2026 S(2) 1,490 D $12.7756(3) 48,767 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) 02/20/2026 M 4,844(4) (5) (5) Common Stock 4,844(4) $0 14,531(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 $12.58 to $13.16, 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 February 20, 2025, 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 02/23/2026
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR