Hutton Scott 4

4 · BIODESIX INC · Filed Feb 11, 2026

AI-generated summary of this filing

Updated Feb 11, 2026

Biodesix (BDSX) CEO Scott Hutton Exercises RSUs, Sells 3,559 Shares

What Happened

Scott Hutton, President & CEO and a director of Biodesix, reported the conversion/exercise of 9,998 restricted stock units (RSUs) into common stock (reported 2026-02-09). As part of the vesting event, portions of the shares were withheld/disposed to satisfy tax withholding (two derivative disposals reported at $0). Separately, 3,559 shares were sold (reported 2026-02-10) at a weighted average price of $10.08 for total proceeds of $35,889. These transactions reflect routine RSU vesting and tax-related share withholding/sales rather than an open-market purchase.

Key Details

Transaction dates/prices:
- 2026-02-09: Conversion of 9,998 RSUs into shares (derivative exercise/conversion).
- 2026-02-09: 610 and 9,388 shares reported disposed at $0 (withheld/used to satisfy tax obligations).
- 2026-02-10: 3,559 shares sold at $10.08 weighted average, proceeds $35,889.
Shares owned after the transactions: Not specified in the provided filing extract.
Notable footnotes:
- F1–F6: RSUs represent contingent rights to one share each; vesting schedules described (quarterly and annual series); numbers adjusted for a 1-for-20 reverse split effective Sept 15, 2025.
- F2/F3: Some shares were sold automatically by the issuer’s broker to cover taxes upon RSU vesting; sale prices ranged from $9.94 to $10.21 (weighted avg reported $10.08).
Filing timeliness: Report filed on 2026-02-11 for transactions through 2026-02-09 — appears timely under Form 4 rules.

Context

These entries are derivative/RSU activity: RSUs vested and converted to shares, and some shares were withheld or sold to satisfy tax obligations (a form of cashless/net settlement). Such tax-withholding sales are routine and do not necessarily indicate a change in the insider’s view of the company.

Form 4

Period: 2026-02-09

DirectorPresident & CEO

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-09+9,998→ 48,972 total
Sale
Common Stock
[F2][F3]
2026-02-10$10.08/sh−3,559$35,889→ 45,413 total
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-02-09−610→ 0 total
→ Common Stock (610 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]
2026-02-09−9,388→ 9,388 total
→ Common Stock (9,388 underlying)

Footnotes (6)

[F1]Each restricted stock unit (the "RSU") represents a contingent right to receive one share of the Issuer's Common Stock.
[F2]These shares of the Issuer's Common Stock were sold automatically to cover taxes upon the vesting of RSUs.
[F3]The price reported in Column 4 is a weighted average price of all shares sold on the transaction date by the Issuer's broker to cover taxes upon the vesting of RSUs for certain employees of the Issuer, including the Reporting Person. These shares were sold in multiple transactions at prices ranging from $9.94 to $10.21, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
[F4]These RSUs vested in a series of sixteen successive quarterly installments measured from February 8, 2022, generally subject to the Reporting Person's continued service with the Issuer, and had no expiration date.
[F5]These numbers have been adjusted to reflect the one-for-twenty reverse stock split effective September 15, 2025.
[F6]These RSUs vest in a series of four successive equal annual installments measured from February 8, 2023, generally subject to the Reporting Person's continued service with the Issuer, and have no expiration date.

Signature

/s/ Robin H. Cowie as Attorney-in-Fact for Scott Hutton|2026-02-11

1 file