[Form 4] Black Diamond Therapeutics, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Director Behbahani Ali received 4,291 shares of Black Diamond Therapeutics common stock on 09/19/2025 under the companys Fifth Amended and Restated Non-Employee Director Compensation Policy by electing stock in lieu of cash. The report shows a per-share price of $3.35 based on the closing market price on 09/18/2025. After the issuance, the Reporting Persons direct beneficial ownership is reported as 81,441 shares and indirect ownership is reported as 4,448,757 shares through NEA 16, with a disclaimer that the Reporting Person disclaims beneficial ownership of portions where no pecuniary interest exists. The Form 4 discloses the reporting relationship as a director and that the transaction code is an acquisition for director compensation.

Positive

• Shares issued as director compensation under the Issuers Fifth Amended and Restated Non-Employee Director Compensation Policy
• Full disclosure of indirect ownership chain through NEA 16 with an explicit disclaimer of pecuniary interest

Negative

• None.

Insights

Corporate Governance Expert

Routine director compensation issuance; disclosure of indirect ownership structure is appropriate and transparent.

The transaction reflects a non-cash compensation election by a non-employee director under the issuers stated compensation policy. The report properly discloses the number of shares issued (4,291), the deemed price basis ($3.35 closing price), and the directors combined direct and indirect holdings. The filing includes the ownership chain through NEA 16 and an explicit disclaimer regarding pecuniary interest, which clarifies potential conflicts and avoids overstating control. This is a standard governance disclosure with no new governance concerns disclosed.

Securities Analyst

Small equity issuance for director pay; immaterial to company capitalization but correctly reported.

The issuance of 4,291 shares at a $3.35 reference price is a minor issuance relative to reported indirect holdings (4,448,757 shares) and the directors direct post-transaction holdings (81,441 shares). The use of stock in lieu of cash is a common practice to align directors interests with shareholders. No derivative transactions or other dispositions are reported. From a market-impact perspective, the transaction appears immaterial to valuation based on the disclosed amounts.

09/22/2025 - 05:58 PM

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)
09/19/2025

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	09/19/2025		A(1)		4,291	A	$3.35(2)	81,441	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 September 18, 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	09/22/2025
	** 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).
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FAQ

What transaction did Behbahani Ali report for BDTX?

The report shows an acquisition of 4,291 shares of BDTX common stock on 09/19/2025 under director compensation.

At what price were the BDTX shares reported on Form 4?

The price reported is $3.35 per share, based on the closing market price on 09/18/2025.

How many BDTX shares does the reporting person beneficially own after the transaction?

The filing reports 81,441 shares as direct beneficial ownership and 4,448,757 shares as indirect beneficial ownership through NEA 16.

Why is some ownership described as indirect in the BDTX Form 4?

The Reporting Person is a manager of NEA 16 GP, LLC, which is part of the ownership chain for NEA 16, and the filing disclaims beneficial ownership where no pecuniary interest exists.

Was this transaction cash or stock compensation for the director?

The transaction was stock compensation elected in lieu of cash under the Issuers director compensation policy.