Amoroso Michael 4

What Happened

• Michael Amoroso, President & CEO and a Director of Precision BioSciences (DTIL), had 67,797 restricted stock units (RSUs) vest on Feb 17, 2026 (reported as conversion/exercise of a derivative at $0). Following vesting, 20,559 of the resulting shares were sold on Feb 18, 2026 at $3.84 per share, generating proceeds of $78,947. The sale was a sell-to-cover to satisfy tax withholding related to the RSU settlement.

Key Details

• Transaction dates/prices:
  • 2026-02-17: 67,797 RSUs vested / converted to shares (reported as M, $0.00).
  • 2026-02-18: 20,559 shares sold @ $3.84 → $78,947 proceeds.
• Shares owned after transaction: Not reported in the information provided on this filing.
• Notable footnotes:
  • F1/F2: These were RSUs that vested; each RSU converts to one share.
  • F3: The sales were effected under a Rule 10b5-1 plan (adopted Aug 2, 2024) and were sell-to-cover transactions to meet tax withholding; the reporting person did not sell shares for other reasons.
  • F4: The RSU award vests in three roughly equal annual installments starting Feb 17, 2026.
• Filing timeliness: Reported on Form 4 filed Feb 19, 2026 for events on Feb 17–18, 2026 — no late filing indicated.

Context

• The "exercise/conversion" (code M) entries reflect RSU vesting/settlement (not an option purchase); a portion of the vested shares were immediately sold to cover required taxes (a common administrative step). Such sell-to-cover transactions typically reflect tax obligations rather than a deliberate market disposition by the insider.