Tax-driven Biodesix (BDSX) insider trades follow RSU vesting events

Rhea-AI Filing Summary

Biodesix Inc.'s Chief Commercial Officer Kieran O'Kane reported insider transactions involving common stock and restricted stock units. On February 23, 2026, he sold 535 shares of common stock in an open-market transaction at a weighted average price of $12.7756 per share to cover taxes upon the vesting of restricted stock units. These shares were sold by the issuer's broker in multiple trades between $12.58 and $13.16 per share. On February 20, 2026, 1,469 restricted stock units were exercised and converted into 1,469 shares of common stock at $0.00 per share. Following these transactions, O'Kane held 9,819 shares of common stock and 4,406 restricted stock units, after adjustments for a one-for-twenty reverse stock split effective September 15, 2025. The RSUs vest in four equal annual installments starting February 20, 2025, generally conditioned on continued service.

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

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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^*

O'Kane Kieran

(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 Commercial 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		1,469	A	(1)	10,354	D
Common Stock	02/23/2026		S(2)		535	D	$12.7756(3)	9,819	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			1,469(4)	(5)	(5)	Common Stock	1,469(4)	$0	4,406(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 Kieran O'Kane	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).
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FAQ

What insider transactions did Biodesix (BDSX) report for Kieran O'Kane?

Biodesix reported that Chief Commercial Officer Kieran O'Kane sold 535 common shares in a tax-related sale and acquired 1,469 shares through the vesting and exercise of restricted stock units, all adjusted for a prior one-for-twenty reverse stock split.

Why did the Biodesix (BDSX) insider sell 535 shares of common stock?

The 535 Biodesix common shares were sold automatically by the issuer’s broker to cover taxes due upon the vesting of restricted stock units, rather than as a discretionary sale, according to the transaction footnotes in the Form 4 filing.

At what price were the Biodesix (BDSX) insider shares sold on February 23, 2026?

The shares sold on February 23, 2026, had a weighted average price of $12.7756. They were executed in multiple transactions within a price range from $12.58 to $13.16 per share, all to satisfy tax obligations from RSU vesting.

How many Biodesix (BDSX) shares and RSUs does Kieran O'Kane hold after these transactions?

After the reported transactions, Kieran O'Kane held 9,819 shares of Biodesix common stock and 4,406 restricted stock units. These holdings reflect adjustments for the company’s one-for-twenty reverse stock split effective September 15, 2025.

How do the Biodesix (BDSX) restricted stock units for Kieran O'Kane vest?

Kieran O'Kane’s restricted stock units vest in four equal annual installments starting on February 20, 2025. Vesting is generally subject to his continued service with Biodesix and each vested unit converts into one share of common stock.

What does the RSU-to-share conversion mean for Biodesix (BDSX) insider ownership?

Each Biodesix restricted stock unit represents a contingent right to receive one share of common stock. When 1,469 RSUs vested and were exercised at $0.00 per share, they increased Kieran O’Kane’s directly held common shares by the same amount.