Biodesix (BDSX) CDO exercises RSUs and sells shares to cover taxes

Rhea-AI Filing Summary

Biodesix Inc. Chief Development Officer Gary Anthony Pestano reported equity transactions involving company stock. On February 9, 2026, he acquired 1,481 shares of Common Stock through the exercise/conversion of restricted stock units (RSUs), bringing his direct holdings to 9,927 shares.

On February 10, 2026, 540 shares of Common Stock were sold at a weighted average price of $10.0841 per share, automatically to cover taxes upon RSU vesting. After this tax-related sale, Pestano directly owned 9,387 shares of Biodesix Common Stock. The filing also notes RSU grants that vest over time and that the reported RSU numbers reflect a one-for-twenty reverse stock split effective September 15, 2025.

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)
02/09/2026

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	02/09/2026		M		1,481	A	(1)	9,927	D
Common Stock	02/10/2026		S(2)		540	D	$10.0841(3)	9,387	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)	02/09/2026		M			68	(4)	(4)	Common Stock	68	$0	0	D
Restricted Stock Units	(1)	02/09/2026		M			1,413(5)	(6)	(6)	Common Stock	1,413(5)	$0	1,412(5)	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 $9.94 to $10.21, 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 vested 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 had no expiration date.

5. These numbers have been adjusted to reflect the one-for-twenty reverse stock split effective September 15, 2025.

6. These RSUs vest in a series of four successive equal annual installments measured from February 8, 2023, 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	02/11/2026
	** 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 report?

Biodesix Chief Development Officer Gary Anthony Pestano reported exercising restricted stock units into 1,481 Common shares on February 9, 2026. He then had 540 shares sold the next day at a weighted average price of $10.0841 to cover taxes triggered by the RSU vesting.

How many Biodesix (BDSX) shares does the insider hold after these Form 4 transactions?

After the reported transactions, Gary Anthony Pestano directly owned 9,387 shares of Biodesix Common Stock. This balance reflects RSU conversions on February 9, 2026 and a tax-related sale of 540 shares on February 10, 2026 at a weighted average price of $10.0841.

Were the Biodesix (BDSX) insider share sales discretionary or tax-related?

The filing states the 540 Biodesix Common shares sold on February 10, 2026 were automatically sold to cover taxes upon the vesting of RSUs. The sale was executed by the issuer’s broker at a weighted average price of $10.0841 per share.

What restricted stock unit activity did Biodesix (BDSX) disclose for this insider?

The Form 4 shows RSUs converting into 1,481 Common shares on February 9, 2026 and remaining RSUs totaling 1,412 units. Footnotes explain these RSUs vest in scheduled quarterly and annual installments, contingent on continued service, and have no expiration dates.

How did Biodesix (BDSX) reverse stock split affect the RSU numbers in this filing?

The filing notes that certain RSU-related numbers were adjusted for a one-for-twenty reverse stock split effective September 15, 2025. This means the RSU and share figures now reflect the post-split structure, aligning outstanding awards and reported holdings with the new share ratio.

What price range applied to the Biodesix (BDSX) insider’s tax-cover sale?

The reported weighted average sale price was $10.0841 per share, but the broker sold shares in multiple trades between $9.94 and $10.21. The insider undertakes to provide detailed trade-by-trade pricing information to interested parties upon request.