Form 4: Precision BioSciences GC Sells Shares for Tax Cover

Precision BioSciences' General Counsel, Dario Scimeca, reported a routine 'sell-to-cover' transaction following RSU vesting.

Summary

• Dario Scimeca, General Counsel and Secretary of Precision Biosciences, Inc. (DTIL), reported the vesting of 25,311 Restricted Stock Units (RSUs) on January 20, 2026.
• These RSUs converted into common stock at an exercise price of $0.
• On January 21, 2026, Scimeca sold 8,854 shares of common stock at $4.03 per share.
• The sale was a 'sell-to-cover' transaction, executed under a Rule 10b5-1 plan adopted on September 29, 2025, solely to satisfy tax withholding obligations related to the RSU vesting.
• Following these transactions, Scimeca beneficially owns 44,715 shares of Precision Biosciences common stock.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving RSU vesting and a subsequent 'sell-to-cover' sale for tax purposes. This is a standard event and does not indicate any significant positive or negative operational or strategic developments for the company.

Positives

• The transactions were conducted under a pre-arranged Rule 10b5-1 plan, indicating transparency and adherence to insider trading regulations.
• The sale of shares was explicitly stated to be solely for covering tax withholding obligations, not a discretionary sale by the officer.
• The vesting of RSUs demonstrates the continued service and retention of a key executive.

Negatives

• A reduction in the officer's direct beneficial ownership of common stock by 8,854 shares, even if for tax purposes.

Future Outlook

Future installments of Restricted Stock Units granted on April 18, 2024, and August 22, 2024, are scheduled to vest in subsequent years, subject to the reporting person's continued service to the Issuer through the applicable vesting dates.

Management Comments

• "The sales were effected pursuant to a Rule 10b5-1 plan adopted on September 29, 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 transaction reflects a common practice in the biotechnology and pharmaceutical industries where executives receive equity compensation in the form of Restricted Stock Units (RSUs). The use of a Rule 10b5-1 plan for 'sell-to-cover' transactions is a standard mechanism for managing tax liabilities associated with RSU vesting while adhering to insider trading regulations.

Stakeholder Impact

• Shareholders: Minimal direct impact as the transaction is routine and pre-planned for tax purposes, not indicative of a change in management's confidence or company fundamentals.
• Employees: Reinforces the company's equity compensation structure for executives, which is a common retention tool.

Next Steps

• Future installments of Restricted Stock Units granted on April 18, 2024, and August 22, 2024, are scheduled to vest in subsequent years, subject to continued service.

Key Dates

Keywords

Precision Biosciences, DTIL, Form 4, Insider Transaction, RSU, Restricted Stock Units, Dario Scimeca, Stock Sale, Tax Withholding, 10b5-1 Plan