Form 4: Day One Biopharma Officer Sells Shares for Tax

Day One Biopharmaceuticals' General Counsel and Secretary, Adam Dubow, reported the settlement of Restricted Stock Units and subsequent sale of shares to cover tax liabilities.

Summary

• Adam Dubow, General Counsel and Secretary of Day One Biopharmaceuticals, Inc. (DAWN), reported transactions involving common stock and Restricted Stock Units (RSUs).
• On November 15, 2025, Dubow acquired a total of 12,087 shares of common stock through the settlement of RSUs.
• Following these acquisitions, his direct beneficial ownership of common stock increased from 57,821 shares to 66,945 shares.
• On November 17, 2025, Dubow sold 4,319 shares of common stock at a weighted average price of $8.9147 per share.
• The sale was explicitly for the purpose of covering tax liabilities associated with the RSU settlements.
• After the sale, Dubow's direct beneficial ownership of common stock was 62,626 shares.
• The RSUs represent a contingent right to receive one share of common stock upon settlement for no consideration.
• One RSU award vests as to 25% on November 15, 2023, with 1/12th of the remaining amount vesting quarterly thereafter.
• Other RSU awards vest as to 1/16th of the total award in quarterly installments.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving RSU settlement and a tax-related stock sale, which is neutral in terms of company sentiment.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates continued service and alignment of the General Counsel's interests with the company's long-term performance.
• The reported sale of shares was explicitly for covering tax liabilities related to RSU settlements, rather than a discretionary divestment, which is a common and expected practice for executives.

Negatives

• The sale of 4,319 shares, even for tax purposes, results in a slight reduction in the General Counsel's direct beneficial ownership of common stock.

Future Outlook

This filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook.

Industry Context

This insider transaction is a routine event for publicly traded companies, reflecting executive compensation practices involving equity awards and subsequent tax-related sales. It does not provide specific insights into broader industry trends or competitive landscape.

Stakeholder Impact

• Shareholders: The sale of shares for tax purposes is a common practice and is unlikely to have a significant impact on the company's share price or shareholder confidence, given its routine nature and explicit reason.
• Employees: The vesting of RSUs demonstrates the company's ongoing equity compensation program for its executives, which can be a positive for employee retention and motivation.

Next Steps

• Continued quarterly vesting of remaining Restricted Stock Units (RSUs) as per the established schedules, subject to the reporting person's provision of service to the Issuer.

Key Dates

Keywords

Day One Biopharmaceuticals, DAWN, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Sale, Tax Liability, Adam Dubow