Biodesix (NASDAQ: BDSX) CDO acquires RSU shares, sells some for taxes

Rhea-AI Filing Summary

Biodesix Chief Development Officer Gary Anthony Pestano reported RSU vesting and a related tax sale. On February 20, 1,528 Restricted Stock Units were exercised into 1,528 shares of Biodesix common stock at $0.00 per share, as part of an annual vesting schedule starting February 20, 2025.

On February 23, 556 shares of common stock were sold at a weighted average price of $12.7756 per share by the issuer's broker to cover taxes due upon RSU vesting for certain employees, including Pestano. After these transactions, Pestano directly held 10,359 shares of common stock and 4,582 RSUs, which continue to vest in four equal annual installments.

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^*

Pestano Gary Anthony

(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)
	Chief Development Officer

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		1,528	A	(1)	10,915	D
Common Stock	02/23/2026		S(2)		556	D	$12.7756(3)	10,359	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			1,528(4)	(5)	(5)	Common Stock	1,528(4)	$0	4,582(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 Gary Pestano	02/23/2026
	** 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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FAQ

What insider transactions did Biodesix (BDSX) Chief Development Officer Gary Pestano report?

Gary Pestano reported two main transactions: vesting of 1,528 Restricted Stock Units into common stock at $0.00 per share, and the sale of 556 common shares at a weighted average of $12.7756 to cover taxes related to that RSU vesting.

How many Biodesix (BDSX) shares did Gary Pestano sell, and at what price?

Gary Pestano had 556 Biodesix common shares sold on February 23 at a weighted average price of $12.7756 per share. The issuer's broker executed these sales automatically to cover tax obligations from the vesting of RSUs for certain employees, including Pestano.

Were Gary Pestano’s Biodesix (BDSX) stock sales discretionary or tax-related?

The 556 Biodesix shares associated with Gary Pestano’s Form 4 were sold automatically by the issuer’s broker to cover taxes triggered by RSU vesting. Footnotes state these sales occurred to satisfy withholding obligations for certain employees, including Pestano, rather than as a discretionary open-market sale.

What RSU vesting activity did Biodesix (BDSX) disclose for Gary Pestano?

Biodesix disclosed that 1,528 Restricted Stock Units vested for Gary Pestano on February 20 and were converted into 1,528 common shares at $0.00 per share. These RSUs vest in four equal annual installments beginning February 20, 2025, subject to his continued service.

How many Biodesix (BDSX) shares and RSUs does Gary Pestano hold after these transactions?

Following the reported transactions, Gary Pestano directly held 10,359 shares of Biodesix common stock and 4,582 Restricted Stock Units. These totals reflect the RSU conversion into common stock and the tax-related sale of 556 shares executed by the issuer's broker.

How do Gary Pestano’s Biodesix (BDSX) RSUs vest over time?

Gary Pestano’s RSUs vest in four successive equal annual installments starting February 20, 2025. Vesting is generally conditioned on his continued service with Biodesix, and each restricted stock unit represents the right to receive one share of the company’s common stock upon vesting.