Biodesix (NASDAQ: BDSX) CDO logs RSU conversion and tax-driven share sale

Rhea-AI Filing Summary

Biodesix Inc's Chief Development Officer, Gary Pestano, reported routine equity compensation activity. On January 15, 2026, 805 restricted stock units converted into 805 shares of Biodesix common stock at an exercise price of $0 per share, reflecting previously granted RSUs that each represent one share. The RSU figures and related share amounts have been adjusted for a one-for-twenty reverse stock split effective September 15, 2025.

On January 16, 2026, 298 shares of common stock were sold at a weighted average price of $8.1493 per share, with the shares automatically sold to cover taxes due upon RSU vesting. After these transactions, Pestano beneficially owned 8,446 shares of common stock and 1,609 RSUs, which vest in four equal annual installments starting January 15, 2024, generally contingent 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

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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)
01/15/2026

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	01/15/2026		M		805	A	(1)	8,744	D
Common Stock	01/16/2026		S(2)		298	D	$8.1493(3)	8,446	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)	01/15/2026		M			805(4)	(5)	(5)	Common Stock	805(4)	$0	1,609(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 $8.10 to $8.28, 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 January 15, 2024, 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	01/20/2026
	** 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 Gary Pestano?

The filing shows that Gary Pestano, Chief Development Officer of Biodesix, had 805 restricted stock units convert into 805 shares of common stock on January 15, 2026, and 298 shares of common stock were sold on January 16, 2026 to cover taxes related to RSU vesting.

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

On January 16, 2026, 298 shares of Biodesix common stock were sold at a weighted average price of $8.1493 per share, in multiple transactions within a price range from $8.10 to $8.28, to cover taxes upon RSU vesting.

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

Following the reported transactions, Gary Pestano beneficially owned 8,446 shares of Biodesix common stock directly and 1,609 restricted stock units that each represent the right to receive one share of common stock.

What happened to Gary Pestano’s restricted stock units in Biodesix (BDSX)?

On January 15, 2026, 805 restricted stock units converted into 805 shares of Biodesix common stock at an exercise price of $0 per share. These RSUs are part of a grant that vests in four equal annual installments starting on January 15, 2024.

Why were Biodesix (BDSX) shares sold in connection with Gary Pestano’s RSUs?

The filing states that the 298 shares of common stock sold on January 16, 2026 were sold automatically by the issuer’s broker to cover taxes due upon the vesting of RSUs for certain employees, including Gary Pestano.

How did Biodesix’s reverse stock split affect the reported RSU and share numbers?

The footnotes explain that the reported numbers for RSUs and related common shares were adjusted to reflect a one-for-twenty reverse stock split that became effective on September 15, 2025.

What are the vesting terms of Gary Pestano’s Biodesix (BDSX) RSUs?

The RSUs vest in a series of four equal annual installments starting from January 15, 2024, generally subject to Gary Pestano’s continued service with Biodesix, and they have no expiration date.