BioLife (BLFS) CFO Sells 1,032 Shares Under 10b5-1 Plan

Rhea-AI Filing Summary

Troy Wichterman, Chief Financial Officer of BioLife Solutions, sold 1,032 shares of common stock on 09/11/2025 at $26.83 per share, reducing his direct holdings to 184,186 shares. The Form 4, signed 09/15/2025, states the sale was made under a Rule 10b5-1 trading plan established 03/08/2024 to cover tax withholding obligations tied to vesting restricted stock. No derivative transactions are reported.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating predetermined timing rather than opportunistic insider selling
• Clear disclosure of purpose: sale was to satisfy tax withholding obligations related to restricted stock vesting
• Reporting person retains material ownership: 184,186 shares remaining after the sale

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine insider sale under a pre-established 10b5-1 plan to cover tax withholding; not a company performance signal.

The sale of 1,032 shares at $26.83 is explicitly linked to tax withholding from restricted stock vesting and executed under a 10b5-1 plan adopted 03/08/2024. The report shows the reporting person retains a substantial direct stake of 184,186 shares after the transaction. There are no derivative holdings disclosed and no indication of discretionary timing, which suggests the transaction follows a pre-set plan rather than an opportunistic disposition.

Corporate Governance Expert

TL;DR: Governance controls used (10b5-1 plan) and the disclosure are standard; documentation reduces concerns about insider trading timing.

The Form 4 documents a sale pursuant to a Rule 10b5-1 plan, adopted 03/08/2024, and the filing includes the required signature dated 09/15/2025. This aligns with accepted governance practices for insiders liquidating shares tied to compensation tax obligations. The filing contains clear linkage between the sale and tax withholding for vested restricted stock, and no amendments or additional transactions are listed.

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
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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).

1. Name and Address of Reporting Person^*

Wichterman Troy

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2025

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	09/11/2025		S(1)		1,032	D	$26.83	184,186	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 03-08-2024 to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock.

Remarks:

	/s/ Troy Wichterman	09/15/2025
	** 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 did BLFS insider Troy Wichterman sell and when?

He sold 1,032 shares of BioLife Solutions common stock on 09/11/2025 at $26.83 per share.

Why was the sale by the BLFS insider made?

The sale was made under a Rule 10b5-1 trading plan adopted 03/08/2024 to satisfy tax withholding obligations from vesting restricted stock.

How many BLFS shares does Troy Wichterman beneficially own after the sale?

He beneficially owns 184,186 shares following the reported transaction.

Does the Form 4 report any derivative transactions for the BLFS insider?

No. Table II shows no derivative securities acquired, disposed of, or beneficially owned in this filing.

When was the Form 4 signed and filed for the BLFS transaction?

The Form 4 bears the reporting person's signature dated 09/15/2025.