Jack W. Schuler Discloses 27% Ownership in Biodesix; Recent $7.04 ATM Purchase

Rhea-AI Filing Summary

Amendment No. 9 to a Schedule 13D reports that Jack W. Schuler and related entities now beneficially own 2,151,480 shares of Biodesix, Inc., representing approximately 27.0% of the outstanding common stock on a post-reverse-split basis. The filing notes a one-for-twenty reverse stock split effective September 15, 2025, and discloses recent open-market purchases by Mr. Schuler through the Jack W. Schuler Living Trust: 15,317 shares at a weighted average of $6.0437, 3,056 shares at a weighted average of $6.1695, and 142,045 shares purchased in an at-the-market offering at $7.04 per share for an aggregate of $999,996.80. The source of funds for these purchases was Mr. Schuler's personal funds. Beneficial ownership includes options and vested RSUs exercisable/settling within 60 days totaling 20,735 shares; 1,380,745 shares are held by the Trust and 750,000 by a GRAT, with voting and dispositive powers shared accordingly.

Positive

• Material stake disclosed: Reporting person beneficially owns 2,151,480 shares (~27.0%), providing clear transparency to investors
• Detailed transaction disclosures: Open-market purchases and an at-the-market offering block are reported with prices and aggregate consideration
• Source of funds stated: Purchases funded with Mr. Schuler's personal funds, eliminating ambiguity about financing

Negative

• Concentrated ownership: A single reporting person and related entities control a substantial portion (27.0%), which could reduce public float and affect minority investor influence
• Governance ambiguity: The filing does not state any intentions regarding board representation or strategic plans, leaving uncertainty about future actions

Insights

Financial Analyst

TL;DR: Schuler has increased stake to 27.0% post-split through market purchases and holds material voting influence.

The filing documents a material ownership position: 2,151,480 shares or 27.0% of the company on the disclosed share base. Recent purchases include a sizeable block acquired in an at-the-market offering and smaller open-market buys at prices between $5.825 and $7.04. The ownership mix includes shares held by a trust and a GRAT plus shares subject to near-term options and vested RSUs, yielding concentrated economic and voting exposure. This concentration may affect control dynamics and could influence strategic outcomes or future corporate actions.

Corporate Governance Expert

TL;DR: Disclosure shows shared voting arrangements and significant influence but no explicit change in control actions.

The Schedule 13D amendment clarifies that Mr. Schuler, as sole trustee, shares voting and dispositive powers over Trust and GRAT holdings, while retaining sole power over shares he can acquire within 60 days. The filing is procedural and compliant: it updates ownership after a reverse split and lists transaction details and funding source. It does not, however, disclose any agreements to change board composition or a proposed transaction, leaving governance intentions unspecified in this filing.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 9)

BIODESIX INC

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

09075X207

(CUSIP Number)

Jack W. Schuler
PO Box 531,
Lake Bluff, IL, 60044
(520) 906-2991

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

09/19/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 09075X207

1

Name of reporting person

SCHULER JACK W

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 20,735.00
8	Shared Voting Power 2,130,745.00
9	Sole Dispositive Power 20,735.00
10	Shared Dispositive Power 2,130,745.00

11

Aggregate amount beneficially owned by each reporting person

2,151,480.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

27 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Sole voting and dispositive power includes 20,735 Shares (as defined herein) that the Reporting Person has the right to acquire within 60 days of the date of this filing. (2) Percent of class is calculated based on a total of 7,954,541 Shares outstanding, as provided by the Issuer on September 22, 2025, plus 20,735 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.

SCHEDULE 13D

CUSIP No. 09075X207

1

Name of reporting person

Jack W. Schuler Living Trust

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,380,745.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,380,745.00

11

Aggregate amount beneficially owned by each reporting person

1,380,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

17.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Percent of class is calculated based on a total of 7,954,541 Shares outstanding, as provided by the Issuer on September 22, 2025.

SCHEDULE 13D

CUSIP No. 09075X207

1

Name of reporting person

Jack W. Schuler 2025 GRAT

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ILLINOIS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 750,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 750,000.00

11

Aggregate amount beneficially owned by each reporting person

750,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) Percent of class is calculated based on a total of 7,954,541 Shares outstanding, as provided by the Issuer on September 22, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: BIODESIX INC
(c)	Address of Issuer's Principal Executive Offices: 919 WEST DILLON RD, LOUISVILLE, COLORADO , 80027.
Item 1 Comment: This Amendment No. 9 to Schedule 13D ("Amendment No. 9") is being filed by the undersigned, pursuant to section 240.13d-2(a), to amend and supplement the Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on November 9, 2020 (the "Initial Schedule 13D"), as amended on January 28, 2022, on April 11, 2022, on November 23, 2022, on August 11, 2023, on April 9, 2024, on May 23, 2024, on May 20, 2025, and on September 3, 2025 (collectively, the "Schedule 13D"), with respect to the common stock, par value $0.001 per share (the "Shares"), of Biodesix, Inc. (the "Issuer" or the "Company"), whose principal executive offices are located at 919 West Dillon Rd., Louisville, Colorado 80027.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The Issuer effected a one-for-twenty reverse stock split with respect to its Shares effective September 15, 2025 (the "Reverse Stock Split"). The numbers reported in this Schedule 13D have been adjusted to reflect the Reverse Stock Split. On September 17, 2025, Mr. Schuler, through the Trust, purchased 15,317 Shares in the open market, through a broker, in multiple transactions at prices ranging from $5.825 to $6.15, inclusive, with a weighted average price of $6.0437 per Share. On September 18, 2025, Mr. Schuler, through the Trust, purchased 3,056 Shares in the open market, through a broker, in multiple transactions at prices ranging from $6.125 to $6.20, inclusive, with a weighted average price of $6.1695 per Share. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price within the ranges set forth herein. On September 19, 2025, Mr. Schuler, through the Trust, purchased 142,045 Shares, at a price of $7.04 per Share, in a registered at-the-market offering, for an aggregate purchase price of $999,996.80. The source of funds for the purchases reported herein was Mr. Schuler's personal funds.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a)-(c) of the Schedule 13D is hereby amended and restated as follows: As of the date hereof, Mr. Schuler may be deemed to beneficially own, in the aggregate, 2,151,480 Shares, which represents approximately 27.0% of the Shares outstanding. Mr. Schuler's beneficial ownership consists of (i) 4,156 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (ii) 16,579 Shares that Mr. Schuler has the right to acquire upon settlement of vested RSUs within 60 days of the date of this filing, (iii) 1,380,745 Shares held by the Trust, representing approximately 17.4% of the Shares outstanding, and (iv) 750,000 Shares held by the GRAT, representing approximately 9.4% of the Shares outstanding. The foregoing beneficial ownership percentages are based on a total of (i) 7,954,541 Shares outstanding, as provided by the Issuer on September 22, 2025, and, for purposes of calculating Mr. Schuler's beneficial ownership percentage, (ii) 20,735 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing.
(b)	Mr. Schuler has the sole power to vote or direct the vote, and the sole power to dispose or direct the disposition of, the 20,735 Shares that Mr. Schuler has the right to acquire within 60 days of the date of this filing. As sole trustee of the Trust, Mr. Schuler shares with the Trust the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 1,380,745 Shares beneficially owned by the Trust. As sole trustee of the GRAT, Mr. Schuler shares with the GRAT the power to vote or direct the vote, and the power to dispose or direct the disposition of, the 750,000 Shares beneficially owned by the GRAT.
(c)	The response to Item 3 of this Amendment No. 9 is incorporated by reference herein. Except as set forth in this Amendment No. 9, no transactions in the Shares have been effected by the Reporting Persons since the filing of Amendment No. 8 on September 3, 2025.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SCHULER JACK W

Signature:	/s/ Jack W. Schuler
Name/Title:	Jack W. Schuler
Date:	09/23/2025

Jack W. Schuler Living Trust

Signature:	/s/ Jack W. Schuler
Name/Title:	Jack W. Schuler, Trustee
Date:	09/23/2025

Jack W. Schuler 2025 GRAT

Signature:	/s/ Jack W. Schuler
Name/Title:	Jack W. Schuler, Trustee
Date:	09/23/2025

FAQ

How many Biodesix (BDSX) shares does Jack W. Schuler beneficially own?

The filing reports 2,151,480 shares beneficially owned, representing approximately 27.0% of outstanding shares as calculated in the filing.

What recent purchases did the reporting persons make in Biodesix?

Purchases include 15,317 shares at a weighted average of $6.0437, 3,056 shares at $6.1695, and 142,045 shares in an at-the-market offering at $7.04 per share (aggregate $999,996.80).

Did Biodesix undergo a reverse stock split?

Yes; the issuer effected a one-for-twenty reverse stock split effective September 15, 2025, and the reported numbers are adjusted for that split.

What portion of the reported holdings are held by related entities?

According to the filing, 1,380,745 shares are held by the Jack W. Schuler Living Trust and 750,000 shares are held by the Jack W. Schuler 2025 GRAT.

What is the source of funds for the purchases?

The filing states the source of funds was Mr. Schuler's personal funds.