Bender Jeremy 4
4 · Day One Biopharmaceuticals, Inc. · Filed Feb 18, 2026
Research Summary
AI-generated summary of this filing
Day One Biopharma (DAWN) CEO Jeremy Bender Sells Shares
What Happened
Jeremy Bender, CEO of Day One Biopharmaceuticals (DAWN), converted a set of restricted stock units (reported as derivative exercises) on Feb 15, 2026 (totaling 42,937 RSUs across four awards). Following the conversion, he sold 15,459 shares in an open-market/block trade on Feb 17, 2026 at a weighted average price of $11.60 per share, generating $179,338. The filing shows portions of the RSU settlements reported as disposed at $0 (see Key Details), consistent with withholding/cancellation related to settlement.
Key Details
- Transaction dates: RSU conversions (exercise/conversion of derivative, code M) on 2026-02-15; open-market sale (S) on 2026-02-17. Filing date: 2026-02-18.
- Shares converted (RSUs): 4,750 + 11,688 + 11,687 + 14,812 = 42,937 RSUs converted/settled.
- Open-market sale: 15,459 shares at a weighted average price of $11.60, gross proceeds $179,338. Footnote indicates block trade prices ranged $11.195–$11.8508; the $11.60 is a weighted average.
- Disposed at $0: The same four RSU lots are also reported as "disposed" at $0 (derivative) in the filing — this reflects RSUs settled/cancelled to satisfy tax withholding or related settlement mechanics.
- Purpose of sale: Footnote states the sale was solely to cover the Reporting Person’s tax liability arising from RSU settlement.
- Shares owned after transaction: Not specified in the Form 4 provided.
- Filing timeliness: Filed 2026-02-18 reporting events on 2/15 and 2/17; filing did not indicate a late-report flag.
Context
- Code M in the Form 4 refers to exercise or conversion of a derivative — here RSUs that convert into shares. Footnote F1 clarifies each RSU converts into one share upon settlement for no additional consideration.
- The reported $0 disposals are consistent with shares withheld/cancelled to cover taxes rather than a cash sale (routine tax-withholding treatment). The separate open-market sale to cover tax (F2) indicates some withholding was handled via sale as well.
- These are routine insider transactions tied to compensation vesting and tax obligations; they do not necessarily signal the CEO’s view on the company’s stock.
Insider Transaction Report
Form 4
Bender Jeremy
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Exercise/Conversion
Common Stock
[F1]2026-02-15+4,750→ 181,915 total - Exercise/Conversion
Common Stock
[F1]2026-02-15+11,688→ 193,603 total - Exercise/Conversion
Common Stock
[F1]2026-02-15+11,687→ 205,290 total - Exercise/Conversion
Common Stock
[F1]2026-02-15+14,812→ 220,102 total - Sale
Common Stock
[F2][F3]2026-02-17$11.60/sh−15,459$179,338→ 204,603 total - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F10][F11]2026-02-15−4,750→ 14,250 total→ Common Stock (4,750 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F10][F11]2026-02-15−11,688→ 81,816 total→ Common Stock (11,688 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F10][F11]2026-02-15−11,687→ 128,565 total→ Common Stock (11,687 underlying) - Exercise/Conversion
Restricted Stock Unit (RSU)
[F1][F10][F11]2026-02-15−14,812→ 222,188 total→ Common Stock (14,812 underlying)
Holdings
- 20,204(indirect: See footnote)
Common Stock
[F4] - 147,702(indirect: See footnote)
Common Stock
[F5] - 18,197(indirect: See footnote)
Common Stock
[F6] - 808,285(indirect: See footnote)
Common Stock
[F7] - 300,000(indirect: See footnote)
Common Stock
[F8] - 300,000(indirect: See footnote)
Common Stock
[F9]
Footnotes (11)
- [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.
- [F10]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.
- [F11]RSUs do not expire; they either vest or are canceled prior to the vesting date.
- [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]Represents shares held by The Jeremy Bender 2023 Grantor Retained Annuity Trust dated June 27, 2023.
- [F5]Represents shares held by The Melissa Bender 2022 Grantor Retained Annuity Trust under Irrevocable Trust Agreement dated March 29, 2022 of which the Reporting Person's spouse is trustee.
- [F6]Represents shares held by The Melissa Bender 2023 Grantor Retained Annuity Trust, dated June 27, 2023.
- [F7]Represents shares held by the Bender Revocable Trust dated January 18, 2017, as amended, Jeremy Bender and Melissa C. Bender, Trustees.
- [F8]Represents shares held by the Jeremy Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person is trustee.
- [F9]Represents shares held by the Melissa Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person's spouse is trustee.
Signature
/s/ Charles N. York II, as Attorney-in-Fact|2026-02-18