Bender Jeremy 4
4 · Day One Biopharmaceuticals, Inc. · Filed Apr 23, 2026
Research Summary
AI-generated summary of this filing
Day One Biopharmaceuticals (DAWN) CEO Jeremy Bender Sells Shares
What Happened Jeremy Bender, Chief Executive Officer of Day One Biopharmaceuticals (DAWN), reported dispositions to the issuer on April 23, 2026 totaling 5,276,984 shares. The transactions reflect cash-out of common stock and derivative awards (stock options and RSUs) in connection with the merger with Servier; the Merger Consideration was $21.50 per share, implying gross proceeds of about $113.5 million. Many of the reported items are marked as derivative dispositions — consistent with the Merger Agreement treatment that vested and unvested options/RSUs were converted into the right to receive cash (see footnote F10).
Key Details
- Transaction date: April 23, 2026. Merger closing date and report period date match.
- Price/consideration: $21.50 per share per Merger Agreement (footnote F2); total ≈ $113,455,156.
- Total shares disposed: 5,276,984 (mix of outstanding shares and derivative awards converted/canceled).
- Nature of trades: All reported as dispositions to the issuer (code D); many entries identified as derivative dispositions (options/RSUs).
- Important footnotes: F1 (Merger with Servier), F2 (Offer Price $21.50), F10 (unvested awards vested and were converted to cash at closing).
- Shares owned after transaction: Not specified in this Form 4 (the report shows dispositions tied to the merger conversion).
- Timeliness: Report period equals transaction date (appears timely).
Context These filings reflect a corporate liquidity event (the company was acquired), not an ordinary open-market sale. Under the Merger Agreement, outstanding shares and awards were cashed out at the $21.50 per-share merger consideration; derivative entries indicate options/RSUs were converted into cash rather than resulting in new outstanding stock. For retail investors, merger-related cash-outs are procedural outcomes of the acquisition and should not be read as a typical insider trading signal about future company performance.
Insider Transaction Report
Form 4Exit
Bender Jeremy
DirectorCHIEF EXECUTIVE OFFICER
Transactions
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-23−204,643→ 0 total - Disposition to Issuer
Common Stock
[F1][F2][F3]2026-04-23−20,204→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F1][F2][F4]2026-04-23−300,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F1][F2][F5]2026-04-23−147,702→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F1][F2][F6]2026-04-23−18,197→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F1][F2][F7]2026-04-23−300,000→ 0 total(indirect: See footnote) - Disposition to Issuer
Common Stock
[F1][F2][F8]2026-04-23−808,285→ 0 total(indirect: See footnote) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F10][F9]2026-04-23−1,463,134→ 0 totalExercise: $8.99Exp: 2031-05-25→ Common Stock (1,463,134 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F10][F11]2026-04-23−397,000→ 0 totalExercise: $8.99Exp: 2032-01-17→ Common Stock (397,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F10][F12]2026-04-23−244,000→ 0 totalExercise: $8.99Exp: 2033-01-16→ Common Stock (244,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F10][F13]2026-04-23−286,000→ 0 totalExercise: $8.99Exp: 2034-01-04→ Common Stock (286,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F10][F14]2026-04-23−286,000→ 0 totalExercise: $8.99Exp: 2035-01-14→ Common Stock (286,000 underlying) - Disposition to Issuer
Stock Option (right to buy Common Stock)
[F10][F15]2026-04-23−355,000→ 0 totalExercise: $11.16Exp: 2036-01-29→ Common Stock (355,000 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F16][F10][F17][F18]2026-04-23−14,250→ 0 total→ Common Stock (14,250 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F16][F10][F17][F18]2026-04-23−81,816→ 0 total→ Common Stock (81,816 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F16][F10][F17][F18]2026-04-23−128,565→ 0 total→ Common Stock (128,565 underlying) - Disposition to Issuer
Restricted Stock Unit (RSU)
[F16][F10][F17][F18]2026-04-23−222,188→ 0 total→ Common Stock (222,188 underlying)
Footnotes (18)
- [F1]On March 6, 2026, Servier Pharmaceuticals LLC, a Delaware limited liability company ("Parent"), Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Day One Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and Servier S.A.S., a French societe par actions simplifiee, solely as a guarantor, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent.
- [F10]Immediately prior to the effective time of the Merger, all outstanding unvested stock options and unvested restricted stock units became fully vested. At the effective time of the Merger, each stock option and restricted stock unit was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (or, in the case of stock options, the difference between the Merger Consideration and the applicable per share exercise price), less any applicable withholding taxes.
- [F11]The option vests as to 2.0833% of the total shares monthly, with 100% of the total shares vested on January 18, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F12]The option vests as to 1/48th of the total shares monthly, commencing February 17, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F13]The option vests as to 1/48th of the total shares monthly, commencing February 5, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F14]The option vests as to 1/48th of the total shares monthly, commencing February 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F15]The option vests as to 1/48th of the total shares monthly, commencing February 28, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
- [F16]Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement.
- [F17]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.
- [F18]RSUs do not expire; they either vest or are canceled prior to the vesting date.
- [F2]Upon the closing of the Merger on April 23, 2026, each issued and outstanding share of the Company's Common Stock, par value $0.0001 per share, was either (x) purchased for $21.50 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement, or (y) automatically converted into the right to receive the Offer Price (the "Merger Consideration"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement.
- [F3]Represents shares held by The Jeremy Bender 2023 Grantor Retained Annuity Trust dated June 27, 2023.
- [F4]Represents shares held by the Jeremy Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person is trustee.
- [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 Melissa Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person's spouse is trustee.
- [F8]Represents shares held by the Bender Revocable Trust dated January 18, 2017, as amended, Jeremy Bender and Melissa C. Bender, Trustees.
- [F9]The options are fully vested.
Signature
/s/ Charles N. York II, as Attorney-in-Fact|2026-04-23