BioLife Solutions Inc. Chief Marketing Officer Todd Berard filed a Form 4 on October 8, 2026, disclosing multiple transactions on October 6, 2026, in connection with the consummation of BioLife Solutions' merger with Repligen Corporation.

Key Highlights

  • Merger completed October 6, 2026: The First Merger between Bravo Merger Sub I, Inc. and BioLife Solutions Inc. was consummated on October 6, 2026, pursuant to an Agreement and Plan of Merger dated July 21, 2026.
  • Shares disposed in merger: Berard disposed of 194,786 shares of Common Stock on October 6, 2026 (transaction code D), with resulting beneficial ownership of 0 shares directly held after this transaction.
  • Restricted stock vested at approximately 200%: Two grants of restricted stock, both under the BioLife Solutions 2023 Omnibus Performance Incentive Plan, each vested immediately prior to the First Merger Effective Time at approximately 200% of shares granted, based on total shareholder return comparisons to peers.
  • 38,198 shares acquired: One restricted stock grant vested, resulting in an acquisition of 38,198 shares on October 6, 2026, with the vesting performance period running from January 1, 2025 through October 2, 2026.
  • 40,192 shares acquired: A second restricted stock grant vested, resulting in an acquisition of 40,192 shares, with the vesting performance period running from January 1, 2026 through October 2, 2026.
  • 46,170 shares withheld for taxes: According to the filing, 46,170 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.
  • Merger consideration per share: The filing states that "each outstanding share of Common Stock was converted into the right to receive $11.25 in cash and 0.1442 shares of Repligen common stock, in each case subject to the terms and conditions of the Merger Agreement."

Todd Berard's October 6, 2026 Transactions at BioLife Solutions Amid Repligen Merger

According to the Form 4 filed by Todd Berard, Chief Marketing Officer of BioLife Solutions Inc. (NASDAQ:BLFS), all reported transactions occurred on October 6, 2026, the date on which the merger of Bravo Merger Sub I, Inc. with and into BioLife Solutions was consummated. The merger was carried out pursuant to an Agreement and Plan of Merger dated July 21, 2026, among BioLife Solutions, Repligen Corporation, Bravo Merger Sub I, Inc., and Bravo Merger Sub II, LLC. The filing states that at the First Merger Effective Time, each outstanding share of Common Stock was converted into the right to receive $11.25 in cash and 0.1442 shares of Repligen common stock, subject to the terms and conditions of the Merger Agreement.

Prior to the merger-related disposal, Berard acquired shares through two restricted stock grants made under the BioLife Solutions 2023 Omnibus Performance Incentive Plan. The filing discloses that the first grant vested at approximately 200% of the shares granted based on BioLife Solutions' total shareholder return for the period beginning January 1, 2025 through October 2, 2026, compared to peers determined by the company's compensation committee. The second grant similarly vested at approximately 200%, with the performance period running from January 1, 2026 through October 2, 2026. Both grants vested immediately prior to the First Merger Effective Time in accordance with the terms of the grants and the Merger Agreement.

Following the acquisition of 38,198 and 40,192 shares from these two vesting events, the filing reports that 46,170 shares were withheld at a price of $38.61 per share to satisfy tax withholding obligations related to the market-based restricted stock awards. Subsequently, the remaining 194,786 shares were disposed of in connection with the merger consummation, leaving Berard with a directly held beneficial ownership of 0 shares of BioLife Solutions Common Stock, as reported in Table I of the filing.

What Was Disclosed

Todd Berard's Form 4 discloses four transactions on October 6, 2026: two restricted stock vesting events under the 2023 Omnibus Performance Incentive Plan, a share withholding of 46,170 shares at $38.61 for tax obligations, and a full disposal of 194,786 shares upon the BioLife Solutions and Repligen merger closing.