Form 4: Day One CEO Sells Shares for Tax Obligations

Day One Biopharmaceuticals CEO Jeremy Bender reported the acquisition of common stock through RSU settlements and a subsequent sale of shares to cover tax liabilities.

Summary

• Jeremy Bender, CEO and Director of Day One Biopharmaceuticals, Inc. (DAWN), reported transactions involving the company's common stock.
• On November 15, 2025, Bender acquired a total of 31,694 shares of common stock through the settlement of Restricted Stock Units (RSUs) for no consideration.
• On November 17, 2025, Bender sold 15,894 shares of common stock at a weighted average price of $8.9147 per share.
• The sale was explicitly stated to be for the sole purpose of covering tax liabilities associated with the RSU settlements.
• The shares were sold in block trades at prices ranging from $8.545 to $9.305.
• Following these transactions, Bender directly owns 177,165 shares and indirectly owns 1,600,638 shares through various trusts.
• Remaining unvested RSUs total 252,756.

Sentiment

Score: 5

Explanation: The transaction is a routine 'sell-to-cover' for tax obligations following RSU vesting, which is a neutral event in terms of company sentiment or insider confidence.

Positives

• The RSU settlements represent compensation for the CEO's service, indicating continued alignment with company performance.
• The sale was explicitly for tax purposes, not a discretionary sale indicating a lack of confidence in the company.

Negatives

• A significant number of shares (15,894) were sold, reducing the CEO's direct beneficial ownership.

Related Party Transactions

• Shares are held indirectly by various grantor retained annuity trusts and a revocable trust, where Jeremy Bender or his spouse are trustees or beneficiaries. These are common arrangements for executive wealth management.

Stakeholder Impact

• Shareholders: The sale of shares by the CEO, while for tax purposes, slightly increases the float and could be perceived neutrally to slightly negatively if not understood as a tax-related event. However, the underlying RSU vesting indicates continued compensation and alignment.

Next Steps

• Future RSU vesting will occur quarterly on February 15, May 15, August 15, and November 15, subject to continued service.

Key Dates

Recommendation

The transaction is a routine tax-related sale following RSU vesting by the CEO. It does not indicate a change in the CEO's confidence in the company's future prospects, nor does it reflect on the operational or financial performance of Day One Biopharmaceuticals. Therefore, it provides no new information to warrant a change in investment recommendation.

Keywords

Day One Biopharmaceuticals, DAWN, Jeremy Bender, CEO, Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Sale, Tax Liability, Beneficial Ownership