Dubow Adam 4

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

AI-generated summary of this filing

Updated Feb 18, 2026

Day One Biopharmaceuticals (DAWN) Gen. Counsel Adam Dubow Sells Shares

What happened

Adam Dubow, General Counsel & Secretary of Day One Biopharmaceuticals (DAWN), had multiple Restricted Stock Units (RSUs settle to common shares) convert on 2026-02-15 (totaling 16,463 RSUs from five grants: 2,963; 1,750; 3,688; 3,687; 4,375). The filing shows matching dispositions of those settled shares at $0 (derivative withholding) on 2026-02-15.
On 2026-02-17 Dubow sold 6,395 shares in an open-market/block transaction at a weighted average price of $11.60 for total proceeds of $74,188. The filing states the sale was made solely to cover the Reporting Person’s tax liability arising from the RSU settlements.

Key details

Transaction dates: RSU settlement and withheld disposition on 2026-02-15; open-market sale on 2026-02-17 (filed 2026-02-18).
Sale price: weighted average $11.60; block trade prices ranged $11.195–$11.8508 (footnote provides per-price breakdown on request).
Shares sold: 6,395 shares for $74,188 (open-market sale). RSU settlements totaled 16,463 shares (converted for no cash) with matching $0 dispositions (tax withholding).
Footnotes: F1–F6 explain RSUs = 1 share upon settlement, tax-withholding/sale to cover taxes (F2), weighted avg/block trade details (F3), and vesting schedules (mix of 25% + quarterly and 1/16th quarterly schedules). RSUs don’t expire.
Shares owned after the transactions: Not specified in the provided summary of the Form 4.

Context

These filings reflect RSU settlement and routine tax-related dispositions/sales rather than an independent bet on the stock. The derivative entries indicate RSUs converted to shares for no cash consideration, with some shares withheld or sold to meet tax obligations (i.e., essentially a cashless/tax withholding settlement).

Form 4

Period: 2026-02-15

Gen Counsel & Secretary

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-15+2,963→ 65,589 total
Exercise/Conversion
Common Stock
[F1]
2026-02-15+1,750→ 67,339 total
Exercise/Conversion
Common Stock
[F1]
2026-02-15+3,688→ 71,027 total
Exercise/Conversion
Common Stock
[F1]
2026-02-15+3,687→ 74,714 total
Exercise/Conversion
Common Stock
[F1]
2026-02-15+4,375→ 79,089 total
Sale
Common Stock
[F2][F3]
2026-02-17$11.60/sh−6,395$74,188→ 72,694 total
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F4][F5]
2026-02-15−2,963→ 8,889 total
→ Common Stock (2,963 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F6][F5]
2026-02-15−1,750→ 5,250 total
→ Common Stock (1,750 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F6][F5]
2026-02-15−3,688→ 25,816 total
→ Common Stock (3,688 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F6][F5]
2026-02-15−3,687→ 40,565 total
→ Common Stock (3,687 underlying)
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F6][F5]
2026-02-15−4,375→ 65,625 total
→ Common Stock (4,375 underlying)

Footnotes (6)

[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 25% of the total award on November 15, 2023, and 1/12th of the remaining amount vest in quarterly installments thereafter 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.
[F6]The RSUs will 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.

Signature

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

1 file