Vazquez Chris 4

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.