Dubow Adam 4

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).