Form 4: Precision BioSciences CFO Reports Stock Transactions

Sentiment:

Insider Transaction Report


Precision BioSciences Chief Financial Officer John Alexander Kelly reported the vesting of restricted stock units and a subsequent sale of shares to cover tax obligations.

Summary

  • John Alexander Kelly, Chief Financial Officer of Precision BioSciences Inc. (DTIL), reported changes in beneficial ownership.
  • On November 2, 2025, 3,605 Restricted Stock Units (RSUs) vested and settled into common stock. These RSUs were granted on November 2, 2022, and vested in three substantially equal annual installments, with full vesting on November 2, 2025.
  • Following the RSU vesting, Kelly beneficially owned 78,601 shares of common stock, which included 1,511 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan at $4.17 per share.
  • On November 3, 2025, Kelly sold 1,303 shares of common stock at a price of $6.49 per share.
  • This sale was a 'sell-to-cover' transaction, executed pursuant to a Rule 10b5-1 plan adopted on January 17, 2025, solely to cover tax withholding obligations related to the RSU vesting.
  • After these transactions, Kelly's direct beneficial ownership stands at 77,298 shares of common stock.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions (RSU vesting and a tax-related sell-to-cover) which are neutral in sentiment. It does not indicate any positive or negative operational or financial news for the company.

Positives

  • Vesting of 3,605 Restricted Stock Units (RSUs) for the Chief Financial Officer, indicating compensation realization.

Negatives

  • Sale of 1,303 shares of common stock by the Chief Financial Officer, reducing direct beneficial ownership.

Risks

  • No specific risks related to the company's operations or financial health are disclosed in this Form 4 filing.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

  • The sales were effected pursuant to a Rule 10b5-1 plan adopted on January 17, 2025.
  • 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 insider transaction report is a routine disclosure of equity compensation and tax-related stock sales by a corporate officer. It does not provide information relevant to broader industry trends or competitive positioning within the biotechnology or gene editing sector.

Comparison to Industry Standards

  • This Form 4 filing details a standard insider transaction involving the vesting of restricted stock units and a subsequent sell-to-cover transaction for tax purposes. Such transactions are common across publicly traded companies, particularly for executives receiving equity compensation.
  • The adoption of a Rule 10b5-1 plan is also a standard practice for insiders to manage stock sales in compliance with insider trading regulations, demonstrating adherence to best practices for managing equity compensation.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Policy AdoptionAdoption of a Rule 10b5-1 plan by the Chief Financial Officer on January 17, 2025, to facilitate the sale of shares in compliance with insider trading regulations.01/17/2025Enhances transparency and provides an affirmative defense against insider trading allegations for future planned stock sales.

Related Party Transactions

  • The Chief Financial Officer, John Alexander Kelly, engaged in transactions involving the company's common stock, including the vesting of Restricted Stock Units and a subsequent sale of shares to cover tax obligations.

Stakeholder Impact

  • Shareholders: The sale of 1,303 shares by the CFO represents a very minor reduction in direct insider ownership and is a routine event for equity compensation. It is unlikely to have a significant impact on shareholder value.
  • Employees: The vesting of RSUs for the CFO demonstrates the company's equity compensation program, which can be a positive for employee retention and motivation.

Next Steps

  • No specific future actions, events, or milestones for the company are mentioned in this insider transaction report.

Key Dates

DateDescription
11/02/2022Grant date of Restricted Stock Units (RSUs) to the Reporting Person.
11/02/2023First annual installment vesting date for the granted RSUs.
01/17/2025Date Rule 10b5-1 plan was adopted by the Reporting Person.
11/02/2025Vesting and settlement of 3,605 Restricted Stock Units (RSUs) into common stock; full vesting of RSUs.
11/03/2025Sale of 1,303 shares of common stock by the Reporting Person.
11/04/2025Date the Form 4 was signed and filed.

Keywords

Precision BioSciences, DTIL, Form 4, Insider Transaction, John Alexander Kelly, CFO, Restricted Stock Units, RSU Vesting, Sell-to-Cover, 10b5-1 Plan, Equity Compensation

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