Biodesix (BDSX) CFO logs RSU conversion and small tax-related share sale

Rhea-AI Filing Summary

Biodesix Inc (BDSX) CFO Robin Harper Cowie reported routine equity award activity and a small tax-related share sale. On February 20, 2026, 1,469 restricted stock units were exercised into 1,469 shares of common stock at a price of $0.00 per share, increasing directly held common stock to 16,766 shares.

On February 23, 2026, Cowie sold 535 shares of common stock in an open‑market transaction at a weighted average price of $12.7756 per share, leaving 16,231 common shares directly owned. Footnotes state these shares were sold automatically by the issuer’s broker to cover taxes upon RSU vesting, in multiple trades ranging from $12.58 to $13.16 per share.

Each RSU represents a right to receive one share of common stock, and the RSUs vest in four equal annual installments beginning February 20, 2025, generally subject to continued service. The holdings and award 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

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^*

Cowie Robin Harper

(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)
	CFO, Sec'y & Treasurer

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)	16,766	D
Common Stock	02/23/2026		S(2)		535	D	$12.7756(3)	16,231	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 Harper Cowie	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 Robin Harper Cowie?

Biodesix reported that CFO Robin Harper Cowie acquired 1,469 common shares through RSU conversion and sold 535 common shares. The sale was executed by the issuer’s broker to cover taxes due upon RSU vesting, leaving Cowie with 16,231 directly owned common shares.

At what prices did the Biodesix (BDSX) tax-related share sale occur?

The weighted average sale price was $12.7756 per share for the 535 Biodesix shares sold. Footnotes specify the broker’s individual trades to cover RSU taxes occurred in a range from $12.58 to $13.16 per share on February 23, 2026.

How many Biodesix (BDSX) restricted stock units vested or converted in this filing?

The filing shows 1,469 restricted stock units converted into 1,469 shares of Biodesix common stock at a stated price of $0.00 per share. These RSUs vest in four equal annual installments starting February 20, 2025, generally contingent on continued service with the company.

How many Biodesix (BDSX) shares does CFO Robin Cowie own after these transactions?

After the RSU conversion and subsequent tax-related sale, Robin Harper Cowie directly owns 16,231 shares of Biodesix common stock. The derivative RSU position shows 4,406 restricted stock units remaining outstanding, all adjusted for the one‑for‑twenty reverse stock split effective September 15, 2025.

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

The Form 4 footnotes state the 535 Biodesix common shares were sold automatically by the issuer’s broker to cover taxes upon RSU vesting. This indicates the transaction was tax‑related rather than a discretionary sale decision by CFO Robin Harper Cowie.

How do Biodesix (BDSX) RSUs for Robin Cowie vest over time?

The RSUs granted to Robin Harper Cowie vest in four successive equal annual installments measured from February 20, 2025. Vesting remains generally subject to Cowie’s continued service with Biodesix, and each vested RSU entitles the holder to receive one share of common stock.