BioLife (BLFS) CTO reports 72-share sale under 10b5-1 plan

Rhea-AI Filing Summary

Sean Werner, Chief Technology Officer of BioLife Solutions, reported a sale of 72 shares of common stock on 09/11/2025 at $26.83 per share. After the sale he beneficially owns 26,312 shares (direct). The filing states the sale was executed under a Rule 10b5-1 trading plan adopted effective 09/01/2021 to satisfy tax withholding obligations tied to the vesting of restricted stock. The Form 4 is signed 09/15/2025.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating a pre-established schedule for trades
• Disclosure includes explicit reason (tax withholding from restricted stock vesting) and shows compliance with reporting rules

Negative

• None.

Insights

Financial Analyst

TL;DR Routine insider sale under a pre-established 10b5-1 plan to cover tax withholding; not a liquidity-driven block sale.

The reported disposition of 72 shares at $26.83 represents a small, routine reduction relative to the reported post-transaction holding of 26,312 shares. The transaction is documented as occurring under a Rule 10b5-1 plan adopted 09/01/2021 and tied to tax withholding from restricted stock vesting. From an investor-impact perspective, this disclosure is procedural and does not indicate a change in executive status or a material shift in ownership.

Corporate Governance Expert

TL;DR Proper use of a 10b5-1 plan and timely Form 4 filing align with standard insider disclosure practices.

The reporting person, an officer, disclosed the sale promptly with explanation that it satisfied tax obligations from vested restricted stock. The filing includes the plan effective date (09/01/2021) and a clear remark linking the sale to withholding obligations, which supports compliance with insider trading policies. There is no indication of unusual trading activity or control change from this report.

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

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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^*

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)
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)		72	D	$26.83	26,312	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 09-01-2021 to satisfy tax withholding obligations in connection with the vesting of shares of restricted stock.

Remarks:

	/s/ Sean Werner	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 Sean Werner sell on 09/11/2025?

Sean Werner sold 72 shares of BioLife Solutions common stock at $26.83 per share on 09/11/2025.

Why was the sale made according to the Form 4 for BLFS?

The sale was made under a Rule 10b5-1 trading plan to satisfy tax withholding obligations in connection with the vesting of restricted stock.

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

Following the transaction, he beneficially owns 26,312 shares (direct ownership as reported).

When was the 10b5-1 trading plan adopted as stated in the filing?

The trading plan was adopted effective 09/01/2021, per the Form 4 explanation.

When was the Form 4 signed and filed by the reporting person?

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