BioLife (BLFS) Form 4: 111-Share Sale by CTO Under 10b5-1 Plan

Rhea-AI Filing Summary

Sean Werner, Chief Technology Officer of BioLife Solutions, sold 111 shares of the company's common stock on 08/26/2025 at $25.44 per share under a pre-existing Rule 10b5-1(c) trading plan. The Form 4 shows the sale was to satisfy tax withholding obligations tied to the vesting of restricted stock and the reporting person retained 26,384 shares of common stock after the transaction. The filing is signed by Sean Werner on 08/28/2025 and indicates the Form is filed by one reporting person.

Positive

• Transaction executed under Rule 10b5-1 plan, indicating pre-established trading instructions and reduced insider timing concerns
• Full disclosure of post-transaction ownership: reporting person retains 26,384 shares

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: A routine insider sale under a 10b5-1 plan to cover tax withholding; no new governance issues disclosed.

The Form 4 documents a small, clearly disclosed sale of 111 shares at $25.44 executed under a Rule 10b5-1(c) plan adopted 02/24/2022. Because the sale was tied to tax withholding for restricted stock vesting and executed under a pre-established plan, this is consistent with ordinary insider liquidity and compensation settlement practices. The disclosure includes post-transaction beneficial ownership of 26,384 shares, providing transparency about the reporting person’s ongoing stake. There are no indications of unusual timing or additional derivative activity in this filing.

Securities Analyst

TL;DR: Transaction is immaterial to company valuation but is a confirmatory disclosure of insider compensation settlement.

The sale of 111 shares is quantitatively minor relative to the reported holding and was executed at a single price of $25.44. The filing explicitly states the sale was made pursuant to a 10b5-1 plan to satisfy tax withholding for vested restricted shares, which explains the rationale and timing without implying trading on nonpublic information. No derivative securities transactions or amendments are reported. The signature date of 08/28/2025 completes the Form 4 disclosure requirements.

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^*

Werner Sean

(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 Technology 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)		111	D	$25.44	26,384	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/ Sean Werner	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 insider transaction did BLFS CTO Sean Werner report on Form 4?

The Form 4 reports a sale of 111 shares of BioLife Solutions common stock on 08/26/2025 at a price of $25.44 per share.

Why were the 111 shares sold according to the Form 4 for BLFS?

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

How many BLFS shares does Sean Werner own after the reported transaction?

The Form 4 shows 26,384 shares beneficially owned following the reported sale.

Was the Form 4 filed jointly or by a single reporting person?

The filing was made by one reporting person, Sean Werner, and is signed on 08/28/2025.

Does the Form 4 disclose any derivative security transactions for BLFS by the reporting person?

No. Table II for derivative securities contains no reported transactions in this filing.