BioLife Solutions CFO disposes of 256K shares in merger

At the merger's effective time, each outstanding BioLife common share converted into rights to cash and Repligen stock, subject to the merger agreement.

Rhea-AI Filing Summary

BioLife Solutions Inc. Chief Financial Officer Troy Wichterman reported acquiring 76,204 and 62,300 shares under restricted-stock awards on October 6, 2026. The awards vested immediately before the merger, at approximately 200% of the number of shares granted, based on separate performance periods. He also reported 95,933 shares withheld for tax obligations at $38.61 per share and the disposition of 256,000 shares in the merger. At the merger's effective time, each outstanding BioLife common share converted into the right to receive $11.25 in cash and 0.1442 Repligen common shares, subject to the merger agreement.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Wichterman Troy

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F2	76,204	--	--
Grant/Award	Common Stock F3	62,300	--	--
Tax Withholding	Common Stock F4	95,933	$38.61	$3.70M
Disposition	Common Stock F1	256,000	--	--

Holdings After Transaction: Common Stock — 0 shares (Direct)

Footnotes (4)

1. F1. Reflects the disposition of shares of common stock ("Common Stock") of BioLife Solutions, Inc. (the "Registrant") in connection with the consummation on October 6, 2026 of the merger of Bravo Merger Sub I, Inc., a Delaware corporation ("Merger Sub 1") with and into the Registrant (the "First Merger"), pursuant to the Agreement and Plan of Merger, dated as of July 21, 2026 (the "Merger Agreement"), by and among the Registrant, Repligen Corporation, a Delaware corporation ("Repligen"), Merger Sub 1 and Bravo Merger Sub II, LLC, a Delaware limited liability company. At the effective time of the First Merger (the "First Merger Effective Time"), each outstanding share of Common Stock was converted into the right to receive $11.25 in cash and 0.1442 shares of Repligen common stock, in each case subject to the terms and conditions of the Merger Agreement.
2. F2. The restricted stock was granted pursuant to the BioLife Solutions 2023 Omnibus Performance Incentive Plan (the "2023 Plan"). In accordance with the terms of the grant and the Merger Agreement, the restricted stock vested immediately prior to the First Merger Effective Time as to approximately 200% of the number of shares granted based on the Registrant's total shareholder return during the period beginning on January 1, 2025 through October 2, 2026 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. F3. The restricted stock was granted pursuant to the 2023 Plan. In accordance with the terms of the grant and the Merger Agreement, the restricted stock vested immediately prior to the First Merger Effective Time as to approximately 200% of the number of shares granted based on the Registrant's total shareholder return during the period beginning on January 1, 2026 through October 2, 2026 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).
4. F4. Represents shares withheld to cover tax withholding obligations in connection with the vesting of the market-based restricted stock award.

Key Figures

Restricted-stock award shares acquired: 76,204 shares Restricted-stock award shares acquired: 62,300 shares Shares withheld for tax obligations: 95,933 shares +5 more

8 metrics

Restricted-stock award shares acquired 76,204 shares Reported October 6, 2026

Restricted-stock award shares acquired 62,300 shares Reported October 6, 2026

Shares withheld for tax obligations 95,933 shares Reported October 6, 2026

Price per share for tax withholding $38.61 per share Reported October 6, 2026

Shares disposed in merger 256,000 shares Reported October 6, 2026

Cash merger consideration $11.25 per BioLife common share Right to receive at the merger's effective time, subject to the merger agreement

Repligen common-stock merger consideration 0.1442 Repligen common shares per BioLife common share Right to receive at the merger's effective time, subject to the merger agreement

Restricted-stock award vesting Approximately 200% of the number of shares granted Each award's vesting was based on total shareholder return over its stated performance period

Key Terms

total shareholder return, First Merger Effective Time, market-based restricted stock award

3 terms

total shareholder return financial

"based on the Registrant's total shareholder return"

Total shareholder return is the overall gain an investor gets from owning a stock, combining changes in the share price plus any cash payouts like dividends, and assuming those payouts are reinvested in more shares. Investors use it like a single score that shows the true return on their investment—similar to checking both the growth of a savings account and the interest earned—to compare how well different companies or investments perform over time.

First Merger Effective Time technical

"immediately prior to the First Merger Effective Time"

market-based restricted stock award financial

"vesting of the market-based restricted stock award"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many BLFS shares did CFO Troy Wichterman dispose of in the merger?

Troy Wichterman reported the disposition of 256,000 BioLife shares in the merger on October 6, 2026. At the merger's effective time, each outstanding BioLife common share converted into the right to receive $11.25 in cash and 0.1442 Repligen common shares, subject to the merger agreement.

What stock awards and tax withholding did BLFS CFO Troy Wichterman report?

He reported acquiring 76,204 and 62,300 shares under restricted-stock awards, and 95,933 shares withheld for tax obligations at $38.61 per share, on October 6, 2026.

How did Troy Wichterman's BLFS restricted-stock awards vest?

The award associated with the reported 76,204 shares vested at approximately 200% of the number of shares granted based on total shareholder return from January 1, 2025 through October 2, 2026, compared with certain peers. The award associated with 62,300 shares used the period from January 1, 2026 through October 2, 2026.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/08/2026 - 10:00 PM Accepted by SEC EDGAR 10/08/2026 - 09:59 PM Learn about SEC filing dates

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

X

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^*

Wichterman Troy

(Last) (First) (Middle)

3303 MONTE VILLA PARKWAY

SUITE 310

(Street)

BOTHELL WASHINGTON 98021

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	10/06/2026		A		76,204	A	(2)	216,881	D
Common Stock	10/06/2026		A		62,300	A	(3)	279,181	D
Common Stock	10/06/2026		F		95,933	D	$38.61(4)	183,248	D
Common Stock	10/06/2026		D		256,000	D	(1)	0	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. Reflects the disposition of shares of common stock ("Common Stock") of BioLife Solutions, Inc. (the "Registrant") in connection with the consummation on October 6, 2026 of the merger of Bravo Merger Sub I, Inc., a Delaware corporation ("Merger Sub 1") with and into the Registrant (the "First Merger"), pursuant to the Agreement and Plan of Merger, dated as of July 21, 2026 (the "Merger Agreement"), by and among the Registrant, Repligen Corporation, a Delaware corporation ("Repligen"), Merger Sub 1 and Bravo Merger Sub II, LLC, a Delaware limited liability company. At the effective time of the First Merger (the "First Merger Effective Time"), each outstanding share of Common Stock was converted into the right to receive $11.25 in cash and 0.1442 shares of Repligen common stock, in each case subject to the terms and conditions of the Merger Agreement.

2. The restricted stock was granted pursuant to the BioLife Solutions 2023 Omnibus Performance Incentive Plan (the "2023 Plan"). In accordance with the terms of the grant and the Merger Agreement, the restricted stock vested immediately prior to the First Merger Effective Time as to approximately 200% of the number of shares granted based on the Registrant's total shareholder return during the period beginning on January 1, 2025 through October 2, 2026 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. The restricted stock was granted pursuant to the 2023 Plan. In accordance with the terms of the grant and the Merger Agreement, the restricted stock vested immediately prior to the First Merger Effective Time as to approximately 200% of the number of shares granted based on the Registrant's total shareholder return during the period beginning on January 1, 2026 through October 2, 2026 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).

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

	/s/ Troy Wichterman	10/08/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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* Form 4: SEC 1474 (03-26)