VASCONCELLES MICHAEL 4

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.