Black Diamond Therapeutics (BDTX) director awarded 5,208 stock shares as pay

Rhea-AI Filing Summary

Black Diamond Therapeutics reported that a non-employee director received 5,208 shares of common stock as compensation for annual board service.

The shares were issued on December 12, 2025 under the company’s Fifth Amended and Restated Non-Employee Director Compensation Policy, after the director elected to take stock instead of cash fees.

The award was valued at $2.76 per share, based on the closing market price on December 11, 2025. Following this grant, the director beneficially owns 86,649 shares directly and has additional indirect interests in shares held by investment funds affiliated with New Enterprise Associates, while disclaiming beneficial ownership of portions in which there is no pecuniary interest.

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^*

Behbahani Ali

(Last) (First) (Middle)

2855 SAND HILL RD

(Street)

MENLO PARK CA 94025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Black Diamond Therapeutics, Inc. [ BDTX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/12/2025

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	12/12/2025		A(1)		5,208	A	$2.76(2)	86,649	D
Common Stock								4,448,757	I	See Note 3(3)

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

Explanation of Responses:

1. These shares were issued in accordance with the Issuer's Fifth Amended and Restated Non-Employee Director Compensation Policy, pursuant to which the Reporting Person elected to receive shares of the Issuer's common stock in lieu of cash compensation for annual services as a non-employee director of the Issuer.

2. The price reported in Column 4 is based upon the closing market price of the Issuer's common stock on December 11, 2025.

3. The Reporting Person is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P. ("NEA Partners 16"). NEA Partners 16 is the sole general partner of New Enterprise Associates 16, L.P. ("NEA 16"), the direct beneficial owner of the securities. The Reporting Person disclaims beneficial ownership within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise of such portion of the securities held by NEA 16 in which the Reporting Person has no pecuniary interest.

	/s/ Zachary Bambach, attorney-in-fact	12/15/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Black Diamond Therapeutics (BDTX) report?

A non-employee director of Black Diamond Therapeutics reported receiving 5,208 shares of common stock as compensation for annual board service.

How many BDTX shares did the director receive and at what price?

The director received 5,208 common shares, with the value reported using a price of $2.76 per share.

Why were these BDTX shares issued to the director?

The shares were issued under the company’s Fifth Amended and Restated Non-Employee Director Compensation Policy, after the director elected to receive stock instead of cash compensation for annual services as a non-employee director.

How was the stock award price for the BDTX director determined?

The reported price of $2.76 per share is based on the closing market price of Black Diamond Therapeutics common stock on December 11, 2025.

What are the director's BDTX share holdings after this transaction?

After the transaction, the director beneficially owns 86,649 shares directly and has indirect interests in 4,448,757 shares held by New Enterprise Associates 16, L.P., while disclaiming beneficial ownership of portions where there is no pecuniary interest.

What is the relationship between the director and NEA 16 in this BDTX filing?

The director is a manager of NEA 16 GP, LLC, which is the sole general partner of NEA Partners 16, L.P., the sole general partner of New Enterprise Associates 16, L.P. (NEA 16), the direct holder of certain Black Diamond Therapeutics securities. The director disclaims beneficial ownership of those NEA 16 securities in which there is no pecuniary interest.