Bender Jeremy 4

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.