Pestano Gary Anthony 4
4 · BIODESIX INC · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Biodesix (BDSX) CDO Gary Pestano Sells Shares to Cover Taxes
What Happened
Gary Anthony Pestano, Chief Development Officer of Biodesix, had restricted stock units (RSUs) convert into 1,481 shares on Feb 9, 2026 (reported Feb 11). Of those vested/converted shares, 540 were sold in the open market on Feb 10 at a weighted average price of $10.08 for proceeds of $5,445 to cover taxes. The filing also shows 68 and 1,413-share conversion/disposition line items at $0.00, which reflect the RSU-to-share conversion/withholding mechanics rather than separate cash sales.
Key Details
- Transaction dates: RSU conversion/exercise on 2026-02-09; open-market sale to cover taxes on 2026-02-10. Filing date: 2026-02-11 (timely).
- Shares involved: 1,481 shares converted (derivative exercise/conversion); 540 shares sold in market for $10.08 weighted avg ($5,445 total).
- Price notes: Shares sold to cover taxes executed at prices ranging $9.94–$10.21; $10.08 is the weighted average reported for Pestano’s portion (see footnote offering breakdown on request).
- Footnotes of interest:
- RSUs represent contingent rights to receive one share each (F1).
- Some shares were sold automatically to cover tax withholding upon RSU vesting (F2, F3).
- Vesting schedules noted: a series of quarterly and annual installments starting Feb 8, 2022 and Feb 8, 2023 respectively (F4, F6).
- Share counts adjusted for a 1-for-20 reverse split effective Sep 15, 2025 (F5).
- Shares owned after the transaction: not specified in the provided transaction summary.
Context
- This was not a discretionary "sale" signaling a change in investment view but a routine tax-withholding sale tied to RSU vesting (cashless/automatic sale for taxes). For derivative entries (code M), the filing reflects conversion/exercise of RSUs into actual shares; the $0.00 line items indicate conversion/transfer steps rather than market sales.
- Filing appears timely (filed two days after the principal conversion date).
Insider Transaction Report
Form 4
BIODESIX INCBDSX
Pestano Gary Anthony
Chief Development Officer
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-09+1,481→ 9,927 total - Sale
Common Stock
[F2][F3]2026-02-10$10.08/sh−540$5,445→ 9,387 total - Exercise/Conversion
Restricted Stock Units
[F1][F4]2026-02-09−68→ 0 total→ Common Stock (68 underlying) - Exercise/Conversion
Restricted Stock Units
[F1][F5][F6]2026-02-09−1,413→ 1,412 total→ Common Stock (1,413 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 Gary Pestano|2026-02-11