VASCONCELLES MICHAEL 4

4 · Day One Biopharmaceuticals, Inc. · Filed Feb 18, 2026

AI-generated summary of this filing

Updated Feb 18, 2026

Day One (DAWN) Head of R&D VASCONCELLES MICHAEL Sells Shares

What Happened

Michael Vasconcelles, Head of Research & Development at Day One Biopharmaceuticals (DAWN), had 7,125 restricted stock units (RSUs) settle into common shares on Feb 15, 2026 (acquisition via RSU conversion). The filing also reports a disposition related to those derivative shares.
On Feb 17, 2026 he sold 2,728 shares in an open-market block trade at a weighted average price of $11.60, generating proceeds of $31,647. The filing states the sale was made solely to cover the reporting person's tax liability from the RSU settlement.

Key Details

Transactions: RSU settlement/exercise (code M) — 7,125 shares settled on 2026-02-15; Open-market sale (S) — 2,728 shares sold on 2026-02-17 at $11.60 (weighted avg) for $31,647.
Price range: The block trades that included these shares traded between $11.195 and $11.8508; the filing gives a weighted average of $11.60 and offers to provide per-price allocation on request (footnote F3).
Purpose: The sale was for tax withholding related to the RSU settlement (footnote F2). Each RSU represents a contingent right to one share upon settlement for no consideration (F1).
Vesting/RSU terms: The award vests 1/16th quarterly (Feb 15, May 15, Aug 15, Nov 15) subject to continued service (F4); RSUs do not expire (F5).
Shares owned after transaction: Not specified in the provided excerpt — see the full Form 4 on EDGAR for holdings detail.
Filing date: Form 4 filed 2026-02-18 covering transactions on Feb 15 and Feb 17, 2026. The filing itself does not include an explicit tardiness flag in the provided excerpt.

Context

These transactions reflect a routine RSU settlement and a targeted sale to satisfy tax obligations — common with equity compensation. The RSU conversion (derivative exercise/settlement) is not a cash purchase; some or all shares may be withheld/sold to cover taxes, which appears to be the case here. Sales to cover taxes or withholding do not necessarily indicate a change in insider sentiment about the company.

Form 4

Period: 2026-02-15

Head of Research and Dev.

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-15+7,125→ 7,125 total
Sale
Common Stock
[F2][F3]
2026-02-17$11.60/sh−2,728$31,647→ 4,397 total
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F4][F5]
2026-02-15−7,125→ 106,875 total
→ Common Stock (7,125 underlying)

Footnotes (5)

[F1]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.
[F2]The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.
[F3]The price reported in Column 4 is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $11.195 to $11.8508, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trade.
[F4]The RSUs vest as to 1/16th of the total award in quarterly installments on February 15, May 15, August 15 and November 15, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
[F5]RSUs do not expire; they either vest or are canceled prior to the vesting date.

Signature

/s/ Charles N. York II, as Attorney-in-Fact|2026-02-18

1 file