Jack Schuler’s Trust and GRAT control 26% of Biodesix following $1.5M buy

Rhea-AI Filing Summary

Amendment No. 8 to a Schedule 13D reports that Jack W. Schuler and related entities now beneficially own 39,821,357 shares of Biodesix, Inc., representing approximately 26.0% of the outstanding common stock on a 152,721,438-share base. The filing shows Mr. Schuler holds or has rights to acquire 414,811 shares exercisable within 60 days, 83,152 option shares, and 331,659 settled RSUs exercisable or vesting within 60 days. The filing discloses a purchase on August 29, 2025 by the Trust of 3,488,372 shares at $0.43 per share for an aggregate $1,499,999.96 funded from Mr. Schuler's personal funds. Holdings include 24,406,546 shares in the Jack W. Schuler Living Trust and 15,000,000 shares in the Jack W. Schuler 2025 GRAT. The amendment states no other transactions in the past 60 days.

Positive

• Aggregate ownership disclosed at 26.0% of outstanding shares, providing clear transparency on significant stake
• Documented purchase of 3,488,372 shares at $0.43 for $1,499,999.96, with source of funds identified as personal funds
• Detailed breakdown of holdings across personal exercisable shares, RSUs, Trust and GRAT balances

Negative

• None.

Insights

Financial Analyst

TL;DR: Reporting person increases controlled stake to 26%, a materially large ownership that could influence shareholder dynamics.

The filing documents an aggregate beneficial ownership of 39,821,357 shares, about 26.0% of Biodesix's outstanding stock, including shares held by a living trust and a GRAT plus equity subject to near-term exercise/settlement. The August 29, 2025 at-the-market purchase of 3,488,372 shares at $0.43 for $1.5 million is explicitly funded by the reporting person's personal funds. For investors, a single beneficial owner at this ownership level can be strategically significant for corporate governance and potential future actions; the filing itself, however, contains no statements of intent or proposed transactions beyond the disclosed purchase.

Corporate Governance Expert

TL;DR: Ownership structure consolidates voting and dispositive power across trust and GRAT, with shared powers noted and no additional plans declared.

The amendment clarifies voting and dispositive arrangements: Mr. Schuler has sole power over the 414,811 shares he may acquire within 60 days, and as sole trustee he shares voting and disposition powers with respect to the 24,406,546 Trust shares and the 15,000,000 GRAT shares. The filing restates prior Schedule 13D history and confirms no other transactions in the prior 60 days aside from the disclosed ATM purchase. This provides transparency on control but does not include any proposed governance changes or agreements beyond ownership disclosures.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 8)

BIODESIX INC

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

09075X108

(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)

08/29/2025

(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. 09075X108

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 414,811.00
8	Shared Voting Power 39,406,546.00
9	Sole Dispositive Power 414,811.00
10	Shared Dispositive Power 39,406,546.00

11

Aggregate amount beneficially owned by each reporting person

39,821,357.00

12

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

13

Percent of class represented by amount in Row (11)

26 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) Sole voting and dispositive power includes 414,811 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 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 2025, plus 414,811 Shares that the Reporting Person has the right to acquire within 60 days of the date of this filing.

SCHEDULE 13D

CUSIP No. 09075X108

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 24,406,546.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 24,406,546.00

11

Aggregate amount beneficially owned by each reporting person

24,406,546.00

12

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

13

Percent of class represented by amount in Row (11)

16 %

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 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 2025.

SCHEDULE 13D

CUSIP No. 09075X108

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 15,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 15,000,000.00

11

Aggregate amount beneficially owned by each reporting person

15,000,000.00

12

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

13

Percent of class represented by amount in Row (11)

9.8 %

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 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 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. 8 to Schedule 13D ("Amendment No. 8") 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, and on May 20, 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 2.	Identity and Background
(b)	Item 2(b) of the Schedule 13D is hereby amended and restated in its entirety as follows: The principal address of each of the Reporting Persons is PO Box 531, Lake Bluff, Illinois 60044.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On August 29, 2025, Mr. Schuler, through the Trust, purchased 3,488,372 Shares, at a price of $0.43 per Share, in a registered at-the-market offering, for an aggregate purchase price of $1,499,999.96. The source of funds for the purchase 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, 39,821,357 Shares, which represents approximately 26.0% of the Shares outstanding. Mr. Schuler's beneficial ownership consists of (i) 83,152 Shares that Mr. Schuler has the right to acquire upon exercise of options exercisable within 60 days of the date of this filing, (ii) 331,659 Shares that Mr. Schuler has the right to acquire upon settlement of vested RSUs within 60 days of the date of this filing, (iii) 24,406,546 Shares held by the Trust, representing approximately 16.0% of the Shares outstanding, and (iv) 15,000,000 Shares held by the GRAT, representing approximately 9.8% of the Shares outstanding. The foregoing beneficial ownership percentages are based on a total of (i) 152,721,438 Shares outstanding, as provided by the Issuer on September 3, 2025, and, for purposes of calculating Mr. Schuler's beneficial ownership percentage, (ii) 414,811 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 414,811 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 24,406,546 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 15,000,000 Shares beneficially owned by the GRAT.
(c)	The response to Item 3 of this Amendment No. 8 is incorporated by reference herein. Except as set forth in this Amendment No. 8, no transactions in the Shares have been effected by the Reporting Persons within the past 60 days.

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:	09/03/2025

Jack W. Schuler Living Trust

Signature:	/s/ Jack W. Schuler
Name/Title:	Jack W. Schuler, Trustee
Date:	09/03/2025

Jack W. Schuler 2025 GRAT

Signature:	/s/ Jack W. Schuler
Name/Title:	Jack W. Schuler, Trustee
Date:	09/03/2025

FAQ

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

The filing states Mr. Schuler may be deemed to beneficially own 39,821,357 shares, representing approximately 26.0% of outstanding shares.

What transaction prompted this Schedule 13D/A filing for BDSX?

On August 29, 2025, the Trust purchased 3,488,372 shares in an at-the-market offering at $0.43 per share, totaling $1,499,999.96.

How are the reported shares allocated among Mr. Schuler's holdings?

Holdings include 24,406,546 shares in the Jack W. Schuler Living Trust, 15,000,000 shares in the 2025 GRAT, plus options and RSUs totaling 414,811 shares exercisable/settling within 60 days.

Does Mr. Schuler have voting or dispositive power over the shares?

Yes. Mr. Schuler has sole voting and dispositive power over the 414,811 shares he may acquire within 60 days and shares voting/dispositive powers as sole trustee over the Trust and GRAT shares.

Are there any other transactions in the past 60 days disclosed?

The amendment states no other transactions in the Shares have been effected by the Reporting Persons within the past 60 days, apart from the disclosed ATM purchase.