Form 4: Precision BioSciences CEO's Routine Stock Transactions

Precision BioSciences CEO Michael Amoroso reported the vesting of Restricted Stock Units and a subsequent sell-to-cover transaction for tax obligations.

Summary

• Michael Amoroso, President and CEO, and Director of Precision BioSciences Inc. (DTIL), reported changes in beneficial ownership.
• On January 20, 2026, a total of 115,378 shares of Common Stock (8,888 + 37,069 + 69,421) were acquired due to the vesting of Restricted Stock Units (RSUs).
• These RSUs represent a contingent right to receive one share of Common Stock each, with a conversion price of $0.
• On January 22, 2026, 34,799 shares of Common Stock were sold at a weighted average price of $4.17 per share.
• The sale was a "sell-to-cover" transaction, executed under a Rule 10b5-1 plan adopted on August 2, 2024, solely to cover tax withholding obligations related to the RSU vesting.
• Following these transactions, Michael Amoroso beneficially owns 196,154 shares of Common Stock.

Sentiment

Score: 6

Explanation: The filing reports routine, pre-planned insider transactions related to executive compensation. The vesting of RSUs is a positive for the executive, while the sell-to-cover is a neutral, tax-driven event. No new material information impacting company fundamentals is presented.

Positives

• Vesting of 115,378 Restricted Stock Units indicates continued service and compensation for the President and CEO.
• The transactions were executed under a pre-arranged Rule 10b5-1 plan, demonstrating planned and transparent insider trading practices.

Negatives

• A disposition of 34,799 shares, even for tax purposes, reduces the direct equity stake of the President and CEO in the company.

Future Outlook

The filing mentions future vesting dates for RSUs, indicating continued compensation structure. Specifically, RSUs granted on April 18, 2024, and August 22, 2024, will continue to vest in substantially equal annual installments beginning January 20, 2025.

Management Comments

• The sales were effected pursuant to a Rule 10b5-1 plan adopted on August 2, 2024.
• The transaction was a sell-to-cover, with shares only sold to cover tax withholding obligations in connection with the vesting and settlement of RSUs.
• The Reporting Person did not sell or otherwise dispose of shares reported on this Form 4 for any reason other than to cover required taxes and fees.

Industry Context

This Form 4 filing is a routine disclosure of insider transactions and does not provide specific industry context. It reflects standard executive compensation practices involving equity awards and tax-related sales.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) as part of executive compensation is a common practice across various industries, aligning executive incentives with shareholder value.
• Executing stock sales via a Rule 10b5-1 plan is an industry standard for insiders to avoid accusations of trading on material non-public information, demonstrating adherence to best practices in corporate governance.
• "Sell-to-cover" transactions for tax withholding are a standard mechanism for settling equity awards, widely observed in public companies.

Stakeholder Impact

• Shareholders: The transactions are routine and pre-planned, indicating no immediate new strategic or operational insights. The reduction in direct ownership by the CEO due to tax sales is minor in the context of overall holdings.
• Employees: The RSU vesting demonstrates the company's ongoing executive compensation structure, which may indirectly influence broader employee incentive programs.

Next Steps

• Future vesting of RSUs granted on April 18, 2024, and August 22, 2024, will occur in substantially equal annual installments beginning January 20, 2025.

Key Dates

Keywords

Precision BioSciences, DTIL, Michael Amoroso, Insider Trading, Form 4, Restricted Stock Units, RSU Vesting, Sell-to-Cover, Rule 10b5-1 Plan, CEO, Director