BDSX Insider Filing: Robin Cowie RSU Vesting and Tax Sale Details

Rhea-AI Filing Summary

Robin Harper Cowie, Biodesix (BDSX) officer reported the vesting of 3,157 restricted stock units (RSUs on 08/12/2025) representing rights to 3,157 shares, which increased the reporting persons beneficial ownership to 251,782 shares. The following day (08/13/2025) 988 shares were sold at a weighted average price of $0.4163 to cover taxes arising from the vesting, leaving 250,794 shares beneficially owned. The filing shows the reporting person holds 6,313 RSUs in total that vest in 16 quarterly installments beginning February 8, 2022 and have no expiration date.

This transaction is a routine equity compensation settlement and tax withholding sale rather than an open-market disposition for liquidity; the reporting person remains a significant shareholder and continues to hold vested shares and unvested RSUs.

Positive

• Reporting person retains significant ownership: 250,794 shares beneficially owned after transactions
• RSU program supports retention: 6,313 RSUs remain subject to time-based vesting

Negative

• 988 shares were sold to cover taxes, reducing immediate share count; sale price weighted average $0.4163

Insights

Corporate Governance Expert

TL;DR: Routine insider disclosure of RSU vesting and tax-withholding sale; maintains significant ownership.

The Form 4 documents standard equity compensation mechanics: 3,157 RSUs vested and 988 shares sold automatically to satisfy tax withholding obligations at a weighted average price of $0.4163. The reporting person remains a substantial holder with 250,794 shares and 6,313 outstanding RSUs. This filing does not indicate a discretionary sale for cash needs or a change in control intent; it is consistent with retention incentives through time-based vesting.

Compensation/Equity Analyst

TL;DR: Vesting schedule and tax-cover sale consistent with standard executive compensation administration.

The RSUs vest in 16 quarterly installments starting February 8, 2022 and have no expiration, suggesting multi-year retention design. The automatic sale of 988 shares to cover taxes is an administrative action common on vesting events; the weighted average sale price range reported ($0.4076 to $0.43) reflects broker execution across multiple trades. From a compensation perspective, the net effect is increased realized ownership aligned with service-based vesting.

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

OMB Number:			3235-0287
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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)
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		3,157	A	(1)	251,782	D
Common Stock	08/13/2025		S(2)		988	D	$0.4163(3)	250,794	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			3,157	(4)	(4)	Common Stock	3,157	$0	6,313	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 Harper Cowie	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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transactions did Robin Harper Cowie report on Form 4 for BDSX?

Vesting and tax-sale: 3,157 RSUs vested on 08/12/2025 and 988 shares were sold on 08/13/2025 to cover taxes at a weighted average price of $0.4163.

How many Biodesix (BDSX) shares does the reporting person own after these transactions?

250,794 shares beneficially owned following the 08/13/2025 tax-withholding sale.

How many RSUs does the reporting person still hold and how do they vest?

6,313 RSUs held in total; they vest in sixteen successive quarterly installments measured from February 8, 2022 and have no expiration date.

Why were shares sold after the RSU vesting?

Automatic tax withholding: 988 shares were sold automatically by the issuer's broker to cover tax obligations triggered by RSU vesting.

What price range were the tax-covering shares sold at?

Range $0.4076 to $0.43; the Form 4 reports a weighted average sale price of $0.4163 for the shares sold to cover taxes.