Form 4: Day One CEO Vests RSUs, Sells Shares for Tax

Day One Biopharmaceuticals CEO Jeremy Bender acquired shares through RSU vesting and subsequently sold a portion to cover tax liabilities.

Summary

• Jeremy Bender, Chief Executive Officer and Director of Day One Biopharmaceuticals, Inc. (DAWN), acquired a total of 31,686 shares of common stock on August 15, 2025, through the vesting of Restricted Stock Units (RSUs).
• Each RSU represents a contingent right to receive one share of common stock upon settlement for no consideration.
• On August 18, 2025, Mr. Bender sold 16,058 shares of common stock at a weighted average price of $6.7671 per share, with prices ranging from $6.65 to $6.87.
• The sale was solely for the purpose of covering the reporting person's tax liability related to the settlement of the RSUs.
• Following these transactions, Mr. Bender directly beneficially owns 161,365 shares of common stock.
• He also indirectly beneficially owns 1,608,838 shares through various trusts: The Jeremy Bender 2022 Grantor Retained Annuity Trust (14,450 shares), The Jeremy Bender 2023 Grantor Retained Annuity Trust (20,204 shares), The Melissa Bender 2022 Grantor Retained Annuity Trust (147,702 shares), The Melissa Bender 2023 Grantor Retained Annuity Trust (18,197 shares), and the Bender Revocable Trust (1,408,285 shares).
• Remaining unvested RSUs held directly total 284,450 units.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. RSU vesting is a positive for the executive, indicating continued compensation and alignment. The subsequent sale for tax purposes is a routine, non-discretionary event and does not reflect a negative outlook on the company. The filing provides no new information on company performance or strategy.

Positives

• The vesting of Restricted Stock Units (RSUs) indicates the fulfillment of compensation agreements and continued equity participation for the CEO.
• The acquisition of shares through RSU vesting increases the CEO's direct beneficial ownership in the company, aligning interests with shareholders.

Negatives

• A portion of the acquired shares was sold, which, while for tax purposes, reduces the CEO's direct shareholding post-vesting.

Future Outlook

The filing does not contain specific forward-looking statements or guidance regarding the company's future performance or strategic direction. It primarily details past insider transactions.

Management Comments

• The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation (RSU vesting and tax-related stock sale) for a biopharmaceutical company. Such transactions are common across all industries and do not inherently reflect specific industry trends or competitive dynamics, but rather the standard compensation practices for publicly traded companies.

Related Party Transactions

• Shares are held indirectly by various trusts, including The Jeremy Bender 2022 Grantor Retained Annuity Trust, The Jeremy Bender 2023 Grantor Retained Annuity Trust, The Melissa Bender 2022 Grantor Retained Annuity Trust, The Melissa Bender 2023 Grantor Retained Annuity Trust, and the Bender Revocable Trust, where Jeremy Bender or his spouse are trustees or beneficiaries.

Stakeholder Impact

• Shareholders: The filing provides transparency regarding executive compensation and share ownership, which is standard for corporate governance.
• Employees: No direct impact mentioned, but it reflects the company's equity compensation practices for executives.
• Management: Jeremy Bender's compensation structure includes equity awards, aligning his interests with long-term company performance.

Next Steps

• RSUs will continue to vest 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.

Key Dates

Keywords

Day One Biopharmaceuticals, DAWN, Jeremy Bender, SEC Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Stock Sale, Executive Compensation, Beneficial Ownership