Bender Jeremy 4

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.