Hutton Scott 4

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.