BioLife Solutions (NASDAQ: BLFS) CMO gets stock awards and tax withholding

Rhea-AI Filing Summary

BioLife Solutions Chief Marketing Officer Todd Berard reported equity compensation and related tax withholding in company stock. He received two grants of restricted common shares, one for 20,096 shares that vests 25% after one year and then in 12 quarterly installments, and another for 22,479 shares that vested at approximately 156% of the target grant based on the company’s total shareholder return versus selected peers from January 1, 2024 through December 31, 2025. In connection with the vesting of the market-based award, 8,846 shares were withheld at a price of $22.65 per share to cover tax obligations, leaving him with 166,293 common shares held directly after these transactions.

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^*

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)
02/24/2026

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	02/24/2026		A		20,096	A	(1)	152,660	D
Common Stock	02/24/2026		A		22,479	A	(2)	175,139	D
Common Stock	02/24/2026		F		8,846	D	$22.65(3)	166,293	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 restricted stock was granted pursuant to the BioLife Solutions 2023 Omnibus Performance Incentive Plan (the "2023 Plan") and vests 25% on the first anniversary of the grant date and thereafter quarterly, in 12 equal quarterly installments. The restricted stock was granted to the reporting person as part of 2026 compensation.

2. The restricted stock was granted pursuant to the 2023 Plan. In accordance with the terms of the grant, the restricted stock vested as to approximately 156% of the number of shares granted based on the registrant's total shareholder return during the period beginning on January 1, 2024 through December 31, 2025 as compared to the total shareholder return of certain of the registrant's peers (such peers have been determined by the registrant's compensation committee with assistance of an outside consultant immediately prior to the grant date).

3. Represents shares withheld to cover tax withholding obligations in connection with the vesting of the market-based restricted stock award.

Remarks:

	/s/ Todd Berard	02/26/2026
	** 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 did BioLife Solutions (BLFS) report in this Form 4 for its CMO?

BioLife Solutions reported that Chief Marketing Officer Todd Berard received two grants of restricted common stock and had shares withheld to cover taxes. These transactions reflect stock-based compensation under the 2023 Omnibus Performance Incentive Plan, not open-market buying or selling activity.

How many BioLife Solutions (BLFS) shares were granted to the CMO?

Todd Berard was granted 20,096 restricted common shares under a time-based schedule and 22,479 restricted common shares tied to performance. The latter vested based on total shareholder return relative to a specified peer group over a defined multi-year period.

What are the vesting terms of the new restricted stock for BLFS’s CMO?

One restricted stock grant vests 25% on the first anniversary of the grant date and then in 12 equal quarterly installments. This structure spreads vesting over several years, aligning the Chief Marketing Officer’s compensation with longer-term company performance and retention.

How was performance measured for the BioLife Solutions (BLFS) market-based award?

The market-based restricted stock vested at about 156% of the target number of shares. Vesting was determined by BioLife Solutions’ total shareholder return from January 1, 2024 through December 31, 2025, compared with the total shareholder return of a compensation committee-selected peer group.

Why were shares of BioLife Solutions (BLFS) withheld from the CMO’s award?

8,846 common shares were withheld at $22.65 per share to satisfy tax withholding obligations arising from the vesting of the market-based restricted stock award. This is a common practice, allowing taxes to be paid using a portion of the vested shares instead of cash.

How many BioLife Solutions (BLFS) shares does the CMO hold after these transactions?

Following the reported grants and tax withholding, Chief Marketing Officer Todd Berard directly holds 166,293 shares of BioLife Solutions common stock. This figure reflects his post-transaction ownership as disclosed in the Form 4’s non-derivative holdings table.