BIODESIX INC·4

Feb 11, 6:03 PM ET

Vazquez Chris 4

4 · BIODESIX INC · Filed Feb 11, 2026

Research Summary

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Biodesix (BDSX) Chief Accounting Officer Chris Vazquez Sells Shares

What Happened

  • Chris Vazquez, Chief Accounting Officer of Biodesix (BDSX), had restricted stock units (RSUs) convert to common stock and then sold shares to satisfy tax withholding and an open‑market sale. On Feb 9, 2026 the reporting form shows a conversion/exercise of 263 derivative shares (RSUs). That same date two derivative dispositions of 28 and 235 shares are reported (these relate to withholding/surrender). On Feb 10, 2026 Vazquez sold 101 shares in an open‑market transaction at a reported weighted average price of $10.08 for proceeds of $1,018.
  • These transactions are routine in that they reflect RSU vesting and sell‑to‑cover tax withholding rather than a fresh buy signal. No purchase activity was reported.

Key Details

  • Transaction dates and prices:
    • Feb 9, 2026: 263 shares acquired via exercise/conversion of RSUs (derivative transaction type M).
    • Feb 9, 2026: 28 and 235 shares disposed (derivative entries reported at $0; related to withholding/surrender).
    • Feb 10, 2026: 101 shares sold (open market) at a weighted average price of $10.08; gross proceeds $1,018. The weighted average sale price for tax‑withholding sales that day ranged $9.94–$10.21.
  • Shares owned after transaction: not disclosed in the provided filing details.
  • Notable footnotes:
    • F1/F4/F6: These were RSUs (each RSU = one share) that vest over time (quarterly or annual installments beginning Feb 2022/2023) and have no expiration.
    • F2/F3: Some vested shares were sold automatically by the issuer’s broker to cover taxes; the $10.08 figure is a weighted average; detailed per‑trade prices can be provided on request.
    • F5: All share numbers reflect a 1‑for‑20 reverse split effective Sept 15, 2025.
  • Filing timeliness: Form filed Feb 11, 2026 covering Feb 9–10 transactions; this appears to be timely (no late‑filing indication).

Context

  • Derivative code M indicates conversion/exercise of RSUs/options into common shares. Here the RSUs vested and converted to shares; some of those shares were surrendered or sold to cover taxes (a common, routine practice), and 101 shares were sold in the open market for cash proceeds.
  • Such sell‑to‑cover or automatic withholding sales generally reflect tax obligations at vesting rather than an insider decision to liquidate additional holdings; they are not a clear bullish or bearish signal on their own.

Insider Transaction Report

Form 4
Period: 2026-02-09
Vazquez Chris
Chief Accounting Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-09+2631,335 total
  • Sale

    Common Stock

    [F2][F3]
    2026-02-10$10.08/sh101$1,0181,234 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-02-09280 total
    Common Stock (28 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F5][F6]
    2026-02-09235234 total
    Common Stock (235 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 Chris Vazquez|2026-02-11

Documents

1 file
  • 4
    form4.xmlPrimary

    FORM 4