BioLife Solutions Inc. Chief Technology Officer Sean Werner filed a Form 4 on October 8, 2026, disclosing a series of transactions on October 6, 2026, tied to the consummation of the merger between BioLife Solutions and Repligen Corporation.

Key Highlights

  • Merger completed October 6, 2026: Bravo Merger Sub I, Inc. merged with and into BioLife Solutions, converting each share of common stock into $11.25 in cash and 0.1442 shares of Repligen common stock.
  • Two restricted stock grants vested at 200%: Awards under the BioLife Solutions 2023 Omnibus Performance Incentive Plan vested immediately prior to the merger effective time, yielding 45,838 shares and 48,232 shares, respectively, based on total shareholder return performance.
  • 71,226 shares withheld for taxes: Shares were withheld at $38.61 per share to cover tax withholding obligations in connection with the vesting of the market-based restricted stock awards.
  • 69,979 shares disposed in merger: Werner's remaining directly held shares were converted pursuant to the Merger Agreement, leaving a post-transaction direct beneficial ownership of zero shares.
  • Reporting person: Sean Werner, Chief Technology Officer, filed individually as one reporting person.

Werner's BioLife Solutions Share Activity on October 6, 2026

According to the filing, Sean Werner, Chief Technology Officer of BioLife Solutions Inc. (NASDAQ:BLFS), reported four separate transactions in the company's common stock on October 6, 2026. The transactions were all connected to the closing of the merger between BioLife Solutions and Repligen Corporation under the Agreement and Plan of Merger dated July 21, 2026, involving Repligen, Bravo Merger Sub I, Inc., and Bravo Merger Sub II, LLC.

Two acquisition transactions reflect the accelerated vesting of market-based restricted stock grants under the BioLife Solutions 2023 Omnibus Performance Incentive Plan. The filing states both awards vested immediately prior to the First Merger Effective Time at approximately 200% of the number of shares originally granted, based on BioLife Solutions' total shareholder return relative to certain peers. The first grant covered performance from January 1, 2025 through October 2, 2026, resulting in 45,838 shares acquired. The second covered performance from January 1, 2026 through October 2, 2026, resulting in 48,232 shares acquired. Following these two acquisitions, Werner held 95,265 shares directly before the subsequent dispositions.

The filing then reports two disposal transactions. First, 71,226 shares were withheld at a price of $38.61 per share to satisfy tax withholding obligations tied to the vesting events. Second, 69,979 shares were disposed of in connection with the consummation of the First Merger, pursuant to which each outstanding share of BioLife Solutions common stock was converted into the right to receive $11.25 in cash and 0.1442 shares of Repligen common stock. After all four transactions, Werner's direct beneficial ownership of BioLife Solutions common stock stood at zero shares, according to the filing.

What Was Disclosed

Sean Werner's Form 4 disclosed the vesting of two performance-based restricted stock awards at 200% of target, a tax withholding disposition of 71,226 shares at $38.61, and the conversion of all remaining shares in the BioLife Solutions-Repligen merger, leaving Werner with zero direct beneficial ownership.