BDSX Form 4: 602 RSUs Vest for CHCO; Tax-Withholding Sale of 228 Shares

Rhea-AI Filing Summary

Chris Vazquez, Chief Accounting Officer of Biodesix, Inc. (BDSX), reported equity changes tied to vesting of restricted stock units (RSUs). On 08/12/2025 the reporting person was issued 602 RSUs, each representing a contingent right to one share of common stock; after vesting and automatic sales to cover taxes, the reporting person beneficially owned 18,603 shares. On 08/13/2025 the filing shows an automatic sale of 228 shares at a weighted average price of $0.4163 (sales occurred within a $0.4076–$0.43 range) resulting in 18,375 shares beneficially owned following the transactions. The RSUs vest in 16 successive quarterly installments beginning February 8, 2022, are generally conditioned on continued service, and have no expiration date.

Positive

• RSU vesting demonstrates continued equity-based compensation aligning the Chief Accounting Officer's interests with shareholders
• Accurate disclosure of weighted-average sale price and sale range provides transparency about the tax-withholding mechanics

Negative

• Automatic sale reduced direct holdings by 228 shares, lowering beneficial ownership from 18,603 to 18,375 shares

Insights

Securities Analyst

TL;DR: Routine executive compensation vesting with small tax-cover sale; no material change to control or firm valuation.

The transactions disclosed are a standard administrative outcome of RSU vesting: the issuer delivered 602 RSUs to the reporting person and a subset of shares (228) were sold automatically to satisfy tax-withholding obligations at a weighted average price of $0.4163. The remaining beneficial ownership (18,375 shares) suggests no significant divestiture that would alter governance or signal a broad liquidity event. The RSU schedule (16 quarterly installments, no expiration) indicates ongoing compensation rather than an extraordinary grant.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 reporting norms; sale was for tax withholding on vested awards, not open-market disposition intent.

The filing properly reports the vesting of equity awards and the broker-assisted sale to cover tax obligations. The limited size of the sale relative to total beneficial ownership and the stated mechanics (automatic sale across a price range) are consistent with routine administrative withholding. There is no indication in the filing of changes to officer status or any coordinated sale program.

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^*

Vazquez Chris

(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 Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2025

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	08/12/2025		M		602	A	(1)	18,603	D
Common Stock	08/13/2025		S(2)		228	D	$0.4163(3)	18,375	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)	08/12/2025		M			602	(4)	(4)	Common Stock	602	$0	1,203	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 $0.4076 to $0.43, 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 vest 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 have no expiration date.

	/s/ Robin H. Cowie as Attorney-in-Fact for Chris Vazquez	08/14/2025
	** 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.
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FAQ

What transactions did Chris Vazquez report for BDSX on the Form 4?

The Form 4 reports issuance of 602 RSUs on 08/12/2025 and an automatic sale of 228 shares on 08/13/2025 to cover taxes.

Why were shares sold after RSU vesting according to the filing?

The filing states shares were sold automatically by the issuer's broker to cover tax-withholding obligations upon RSU vesting.

At what price were the shares sold to cover taxes?

The weighted average sale price reported is $0.4163, with individual sale prices ranging from $0.4076 to $0.43.

How many Biodesix shares did the reporting person beneficially own after these transactions?

Following the transactions the reporting person beneficially owned 18,375 shares.

What are the vesting terms of the RSUs disclosed?

The RSUs vest in 16 successive quarterly installments measured from February 8, 2022, are subject to continued service, and have no expiration date.