Merendino Lauren 4

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

AI-generated summary of this filing

Updated Feb 18, 2026

Day One Biopharmaceuticals (DAWN) CCO Lauren Merendino Sells Shares

What Happened

Lauren Merendino, Chief Commercial Officer of Day One Biopharmaceuticals (DAWN), had restricted stock units (RSUs) settle on Feb 15, 2026 (recorded as exercise/conversion of derivatives). The RSU settlements converted to approximately 15,162 shares (3,162 + 3,688 + 3,687 + 4,625).
To cover tax obligations tied to the RSU settlement, Merendino sold 5,814 shares in an open-market/block trade on Feb 17, 2026 at a weighted-average price of $11.60, generating proceeds of $67,448 (weighted prices in the block ranged $11.195–$11.8508).
The derivative entries reported as dispositions at $0 reflect RSU settlement/withholding treatment (no cash consideration for vesting). These actions are routine tax-covering activity rather than a market-timing purchase.

Key Details

Transaction dates and prices:
- Feb 15, 2026: RSU conversion/exercise (derivative code M) — totals = 15,162 shares converted to common stock (no cash paid).
- Feb 17, 2026: Open-market/block sale — 5,814 shares at a weighted-average $11.60; proceeds $67,448. Block trade prices ranged $11.195–$11.8508 (footnote allows breakdown on request).
- Several 02/15 derivative disposals reported at $0 reflect shares canceled/withheld on settlement.
Purpose of sale: Footnote states the sale was solely to cover the Reporting Person’s tax liability from RSU settlement.
Vesting & RSU terms: Footnotes note RSU vesting schedules (initial 1/4 on Aug 15, 2024, remainder in quarterly installments; RSUs vest in quarterly 1/16th installments for another grant); RSUs do not expire.
Shares owned after transaction: Not specified in the provided filing excerpt.
Filing timeliness: Report filed Feb 18, 2026 for transactions on Feb 15 and Feb 17; filing appears timely based on standard Form 4 reporting windows.

Context

Derivative explanation: The M code here indicates conversion/exercise of RSUs (a derivative instrument) into common shares. RSUs settle for shares with no purchase price; sometimes shares are withheld or sold immediately to cover taxes.
Investor takeaway: This filing shows routine RSU vesting with shares sold to meet tax obligations. Such sales are common following awards and do not necessarily signal a view about the company’s prospects.

Form 4

Period: 2026-02-15

Chief Commercial Officer

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-02-15+3,162→ 53,971 total
Exercise/Conversion
Common Stock
[F1]
2026-02-15+3,688→ 57,659 total
Exercise/Conversion
Common Stock
[F1]
2026-02-15+3,687→ 61,346 total
Exercise/Conversion
Common Stock
[F1]
2026-02-15+4,625→ 65,971 total
Sale
Common Stock
[F2][F3]
2026-02-17$11.60/sh−5,814$67,448→ 60,157 total
Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F4][F5]
2026-02-15−3,162→ 18,978 total
→ Common Stock (3,162 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 Units (RSU)
[F1][F6][F5]
2026-02-15−4,625→ 69,375 total
→ Common Stock (4,625 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 vested as to 1/4th of the total award on August 15, 2024, and the remaining 3/4 of the award vests in 12 substantially equal quarterly installments thereafter on November 15, February 15, May 15 and August 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 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