Form 4: Day One Biopharmaceuticals CEO Transfers Shares to Family Trust for Estate Planning

Day One Biopharmaceuticals CEO Jeremy Bender reported the transfer of over 600,000 shares of common stock from various grantor retained annuity trusts to a revocable family trust as part of estate planning.

Summary

• Jeremy Bender, the Chief Executive Officer and a Director of Day One Biopharmaceuticals, Inc. (DAWN), filed a Form 4 detailing changes in his beneficial ownership of common stock.
• The filing reports multiple transactions on July 10, 2025, and one transaction on July 2, 2024.
• These transactions are coded 'G' for gift and represent annuity payments from various Grantor Retained Annuity Trusts (GRATs) that were subsequently transferred as bona fide gifts for no consideration to the Bender Revocable Trust.
• Specifically, 148,312 shares were transferred from The Jeremy Bender 2022 Grantor Retained Annuity Trust to the Bender Revocable Trust.
• An additional 74,328 shares were transferred from The Melissa Bender 2022 Grantor Retained Annuity Trust to the Bender Revocable Trust.
• On July 2, 2024, 199,202 shares were transferred from The Jeremy Bender 2023 Grantor Retained Annuity Trust to the Bender Revocable Trust.
• Furthermore, 179,417 shares were transferred from The Melissa Bender 2023 Grantor Retained Annuity Trust to the Bender Revocable Trust.
• The total number of shares transferred into the Bender Revocable Trust through these specific transactions amounts to 601,259 shares.
• Following these reported transactions, the Bender Revocable Trust holds 1,408,285 shares.
• Jeremy Bender also directly holds 145,737 shares of common stock.
• Remaining shares in the respective GRATs after these transfers are: The Jeremy Bender 2022 GRAT (14,450 shares), The Melissa Bender 2022 GRAT (147,702 shares), The Jeremy Bender 2023 GRAT (20,204 shares), and The Melissa Bender 2023 GRAT (18,197 shares).
• The total beneficial ownership of Jeremy Bender, including direct holdings and indirect holdings through all listed trusts, is 1,754,575 shares.

Sentiment

Score: 5

Explanation: The document reports internal estate planning transfers by the CEO, which are neutral in terms of their impact on the company's operational performance or stock valuation. They do not signal positive or negative sentiment regarding the company's future.

Positives

• The transactions are internal transfers for estate planning purposes and do not represent open market sales by the CEO, which could otherwise be interpreted as a lack of confidence in the company's future prospects.

Negatives

• The document does not report any open market purchases by the CEO, which would typically signal increased confidence in the company's valuation or future performance. However, the nature of these transactions (gifts/annuity payments) means they are not indicative of a negative outlook.

Future Outlook

This Form 4 filing pertains to personal estate planning transactions of the CEO and does not provide any forward-looking statements or guidance regarding the company's operational or financial outlook.

Management Comments

• The transactions represent annuity payments made by various Grantor Retained Annuity Trusts (GRATs) which were subsequently transferred by the Reporting Person as bona fide gifts for no consideration to the Bender Revocable Trust.

Industry Context

Form 4 filings are routine disclosures for company insiders. Transfers of shares to family trusts or through estate planning vehicles like Grantor Retained Annuity Trusts (GRATs) are common practices among high-net-worth individuals and corporate executives for tax and estate management purposes. These types of transactions are generally not indicative of a change in the company's operational performance or the insider's confidence in the business.

Comparison to Industry Standards

• These transactions are standard estate planning maneuvers for corporate executives and are consistent with practices observed across various industries for managing personal wealth and succession planning.
• The use of Grantor Retained Annuity Trusts (GRATs) is a well-established strategy for transferring wealth while minimizing gift and estate taxes, commonly employed by executives in publicly traded companies.

Related Party Transactions

• The reported transactions involve the transfer of shares between Jeremy Bender, the CEO, and various trusts (Grantor Retained Annuity Trusts and a Revocable Trust) associated with him and his spouse. These are considered related party transactions due to the direct control or significant influence of the reporting person over these entities.

Stakeholder Impact

• Shareholders: Minimal direct impact, as these are personal estate planning transfers by the CEO and do not affect the company's operations, financial performance, or share count in the open market.
• Employees, Customers, Suppliers, Creditors: No direct impact, as the transactions are unrelated to the company's business operations, liquidity, or strategic direction.

Key Dates

Recommendation

Keywords

Day One Biopharmaceuticals, DAWN, Jeremy Bender, SEC Form 4, Insider Transaction, Beneficial Ownership, Estate Planning, Grantor Retained Annuity Trust, Revocable Trust, Common Stock