Garland J. Scott 4

What Happened
Garland J. Scott, a director of Day One Biopharmaceuticals (DAWN), had multiple derivative awards (stock options and/or RSUs) cancelled and converted into cash in connection with the company’s sale/merger. On April 23, 2026 the reporting person had a total of 184,107 award-equivalent shares (48,072 + 28,700 + 37,500 + 32,335 + 22,500 + 15,000) converted into the Merger Consideration of $21.50 per share, yielding approximately $3.96 million before any applicable withholding taxes. These were dispositions to the issuer (derivative cancellations), not open‑market sales.

Key Details

• Transaction date: April 23, 2026 (closing date of the merger).
• Conversion price: $21.50 per share (Merger Consideration); total ~ $3,958,300.50 before withholding.
• Total shares converted/cancelled: 184,107 (sum of the six derivative dispositions reported).
• Nature: Derivative dispositions — awards (options and RSUs) canceled and paid in cash per the merger agreement.
• Footnotes: Options were fully vested (F1); unvested awards were accelerated to vested immediately prior to the merger and then converted into cash (F4). Cash paid net to sellers, subject to applicable withholding taxes (F3).
• Shares owned after transaction: The filing shows these awards were cancelled for cash; the filing does not specify other remaining holdings.
• Timeliness: Filing covers the 4/23/2026 transactions and was filed 4/23/2026 — not indicated as late.

Context
This was a merger-related cash-out of equity awards, not an open-market stock sale. For options, the payment equals either the full Merger Consideration (for RSUs) or the spread between the Merger Consideration and the option exercise price (for options), resulting in cash to the holder. Such conversions are routine in deal closings and reflect the transaction terms rather than an individual director’s voluntary market trade.