BioLife (BLFS) CMO sells 354 shares to cover taxes under 10b5-1

Rhea-AI Filing Summary

Insider sale under a pre-established plan: Todd Berard, Chief Marketing Officer of BioLife Solutions Inc. (BLFS), reported the sale of 354 shares of common stock on 08/26/2025 at a price of $25.44 per share. After the transaction, Berard beneficially owned 134,264 shares, held directly. The filing states the sale was made pursuant to a Rule 10b5-1(c) trading plan adopted 02/24/2022 to satisfy tax withholding obligations from restricted stock vesting. The Form 4 is a routine disclosure of a planned sale; no new grants, options, or derivative transactions are reported.

Positive

• Transaction executed under a Rule 10b5-1(c) trading plan, indicating pre-scheduled and documented trading intent
• Complete Form 4 disclosure with transaction date, price ($25.44), shares sold (354), and post-transaction holdings (134,264)

Negative

• Reduction in direct beneficial ownership by 354 shares (from prior holdings to 134,264), although the change appears immaterial

Insights

Financial Analyst

TL;DR: Small, scheduled insider sale for tax purposes; not a material change to ownership.

The reported disposition of 354 shares at $25.44 each reduces the reporting officer's direct holdings to 134,264 shares, a de minimis change relative to typical company float sizes. The transaction was executed under a Rule 10b5-1(c) plan established on 02/24/2022 and was intended to cover tax withholding tied to restricted stock vesting. Because this was a planned sale to meet tax obligations, it lacks the information content of an unscheduled or opportunistic sale and should be treated as routine in financial models and ownership assessments.

Corporate Governance Expert

TL;DR: Governance procedure followed: sale under an active 10b5-1 plan, properly reported.

The Form 4 discloses compliance with insider trading controls via a documented Rule 10b5-1(c) plan, which supports governance best practices by pre-specifying trades for tax withholding. The filing includes a manual signature and the required details: transaction date, code S for sale, number of shares, per-share price, and post-transaction beneficial ownership. No amendments or other governance issues are indicated. This filing reflects standard insider reporting and adherence to disclosure rules.

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
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Berard Todd

(Last) (First) (Middle)

3303 MONTE VILLA PARKWAY

SUITE 310

(Street)

BOTHELL WA 98021

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOLIFE SOLUTIONS INC [ BLFS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2025

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	08/26/2025		S(1)		354	D	$25.44	134,264	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

Explanation of Responses:

1. The sale reported herein was made pursuant to a Rule 10b5-1 (c) trading plan adopted by the reporting person effective as of 02-24-2022 to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock.

Remarks:

	/s/ Todd Berard	08/28/2025
	** 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 transaction did BLFS insider Todd Berard report?

The report discloses the sale of 354 shares of BioLife Solutions Inc. common stock on 08/26/2025 at $25.44 per share.

Why was the BLFS insider sale executed under a 10b5-1 plan?

The filing states the sale was made under a Rule 10b5-1(c) trading plan adopted on 02/24/2022 to satisfy tax withholding obligations related to restricted stock vesting.

How many BLFS shares does Todd Berard own after the sale?

After the reported transaction, Todd Berard beneficially owned 134,264 shares of BLFS common stock, held directly.

Does the Form 4 report any options or derivative transactions for BLFS?

No. The filing reports only a non-derivative sale of common stock; Table II shows no derivative securities reported.

Was this Form 4 filed individually or jointly?

The form was filed by one reporting person (individual filing) as indicated on the form.