Servier buyout: Day One (NASDAQ: DAWN) CEO equity cashed out
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Day One Biopharmaceuticals, Inc. filed a Form 4 showing that Chief Executive Officer Jeremy Bender and related entities disposed of their equity in connection with the closing of the company’s cash merger with Servier. On April 23, 2026, each outstanding share of common stock was purchased or converted into the right to receive $21.50 per share in cash under the merger agreement. Various family trusts, including The Jeremy Bender 2023 Grantor Retained Annuity Trust and several Melissa Bender Grantor Retained Annuity Trusts, disposed of their Day One common shares to the issuer as part of the transaction. Bender’s directly held common stock, RSUs and stock options were also canceled and converted into cash based on the Merger Consideration, with options paid the difference between $21.50 and their exercise price. Following these issuer dispositions, the Form 4 shows zero shares and zero derivative awards remaining for the reported positions.
Positive
- None.
Negative
- None.
Insider Trade Summary
17 transactions reported
Mixed
17 txns
Insider
Bender Jeremy
Role
CHIEF EXECUTIVE OFFICER
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy Common Stock) | 1,463,134 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 397,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 244,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 286,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 286,000 | $0.00 | -- |
| Disposition | Stock Option (right to buy Common Stock) | 355,000 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 14,250 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 81,816 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 128,565 | $0.00 | -- |
| Disposition | Restricted Stock Unit (RSU) | 222,188 | $0.00 | -- |
| Disposition | Common Stock | 204,643 | $0.00 | -- |
| Disposition | Common Stock | 20,204 | $0.00 | -- |
| Disposition | Common Stock | 300,000 | $0.00 | -- |
| Disposition | Common Stock | 147,702 | $0.00 | -- |
| Disposition | Common Stock | 18,197 | $0.00 | -- |
| Disposition | Common Stock | 300,000 | $0.00 | -- |
| Disposition | Common Stock | 808,285 | $0.00 | -- |
Holdings After Transaction:
Stock Option (right to buy Common Stock) — 0 shares (Direct, null);
Restricted Stock Unit (RSU) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null);
Common Stock — 0 shares (Indirect, See footnote)
Footnotes (1)
- On March 6, 2026, Servier Pharmaceuticals LLC, a Delaware limited liability company ("Parent"), Servier Detroit Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Day One Biopharmaceuticals, Inc., a Delaware corporation (the "Company"), and Servier S.A.S., a French societe par actions simplifiee, solely as a guarantor, entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, the Merger Sub merged with and into the Company (such merger and the other transactions contemplated by the Merger Agreement, the "Merger") with the Company surviving the Merger as a wholly owned subsidiary of the Parent. Upon the closing of the Merger on April 23, 2026, each issued and outstanding share of the Company's Common Stock, par value $0.0001 per share, was either (x) purchased for $21.50 per share (the "Offer Price"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement, or (y) automatically converted into the right to receive the Offer Price (the "Merger Consideration"), net to the seller in cash, without interest, and subject to applicable withholding taxes, on the terms and conditions set forth in the Merger Agreement. Represents shares held by The Jeremy Bender 2023 Grantor Retained Annuity Trust dated June 27, 2023. Represents shares held by the Jeremy Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person is trustee. Represents shares held by The Melissa Bender 2022 Grantor Retained Annuity Trust under Irrevocable Trust Agreement dated March 29, 2022 of which the Reporting Person's spouse is trustee. Represents shares held by The Melissa Bender 2023 Grantor Retained Annuity Trust, dated June 27, 2023. Represents shares held by the Melissa Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person's spouse is trustee. Represents shares held by the Bender Revocable Trust dated January 18, 2017, as amended, Jeremy Bender and Melissa C. Bender, Trustees. The options are fully vested. Immediately prior to the effective time of the Merger, all outstanding unvested stock options and unvested restricted stock units became fully vested. At the effective time of the Merger, each stock option and restricted stock unit was canceled and converted into the right to receive an amount in cash equal to the Merger Consideration (or, in the case of stock options, the difference between the Merger Consideration and the applicable per share exercise price), less any applicable withholding taxes. The option vests as to 2.0833% of the total shares monthly, with 100% of the total shares vested on January 18, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option vests as to 1/48th of the total shares monthly, commencing February 17, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option vests as to 1/48th of the total shares monthly, commencing February 5, 2024, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option vests as to 1/48th of the total shares monthly, commencing February 15, 2025, subject to the Reporting Person's provision of service to the Issuer on each vesting date. The option vests as to 1/48th of the total shares monthly, commencing February 28, 2026, subject to the Reporting Person's provision of service to the Issuer on each vesting date. Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement. The RSUs vest as to 1/16th of the total award 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. RSUs do not expire; they either vest or are canceled prior to the vesting date.
Key Figures
Merger cash price: $21.50 per share
Disposition transactions: 17 entries
Largest indirect block: 808,285 shares
+4 more
7 metrics
Merger cash price
$21.50 per share
Cash consideration for each common share at merger closing
Disposition transactions
17 entries
All coded as D (disposition to issuer) on April 23, 2026
Largest indirect block
808,285 shares
Common stock held indirectly, disposed to issuer at merger closing
Largest option grant
1,463,134 options at $8.99
Stock option with $8.99 exercise price expiring on May 25, 2031
Option grant 1
355,000 options at $11.16
Stock option expiring on January 29, 2036, canceled for cash
RSU award 1
222,188 RSUs
Restricted Stock Units converted into cash merger consideration
RSU award 2
128,565 RSUs
Additional RSUs canceled and paid out in cash at closing
Key Terms
Agreement and Plan of Merger, Merger Consideration, Grantor Retained Annuity Trust, Restricted Stock Unit ("RSU"), +1 more
5 terms
Agreement and Plan of Merger regulatory
"entered into an Agreement and Plan of Merger (the "Merger Agreement")."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"automatically converted into the right to receive the Offer Price (the "Merger Consideration"), net to the seller in cash"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
Grantor Retained Annuity Trust financial
"Represents shares held by The Jeremy Bender 2023 Grantor Retained Annuity Trust dated June 27, 2023."
A grantor retained annuity trust (GRAT) is an estate-planning tool where the person who creates the trust transfers assets into it but receives fixed cash payments (an annuity) from the trust for a set number of years; whatever remains after that term passes to designated beneficiaries. It matters to investors because it can shift future appreciation of assets out of the creator’s taxable estate—like putting an asset into a timed vending machine that pays you fixed amounts while any extra value that grows inside the machine goes to heirs with reduced gift or estate tax consequences.
Restricted Stock Unit ("RSU") financial
"Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share"
stock option financial
"each stock option and restricted stock unit was canceled and converted into the right to receive an amount in cash"
A stock option is a contract that gives you the right to buy or sell a company's stock at a specific price within a certain time frame. People use them to potentially make money if the stock's price moves favorably or to protect against losses. It's like holding a coupon that can be used to buy or sell stock at a set price later on.
FAQ
What does Day One Biopharmaceuticals (DAWN) CEO Jeremy Bender’s Form 4 report?
The Form 4 reports that CEO Jeremy Bender’s Day One Biopharmaceuticals equity positions were disposed of to the issuer in connection with Servier’s all-cash merger. His shares, RSUs and options were canceled and converted into cash under the merger agreement terms.
How were Jeremy Bender’s stock options treated in the DAWN-Servier merger?
At the merger’s effective time, Bender’s stock options were canceled and converted into cash equal to the merger consideration minus the applicable per share exercise price. Footnotes state all unvested options became fully vested immediately before closing, then paid out in cash.
What happened to unvested RSUs held by DAWN’s CEO at closing?
Immediately prior to the merger’s effective time, all outstanding unvested restricted stock units became fully vested. At closing, each RSU was canceled and converted into the right to receive cash equal to the $21.50 merger consideration per underlying share, less applicable withholding taxes.
Did Day One Biopharmaceuticals remain independent after this reported transaction?
No. Footnotes explain that a Servier subsidiary merged with Day One Biopharmaceuticals under an Agreement and Plan of Merger. Day One survived the merger as a wholly owned subsidiary of Servier Pharmaceuticals LLC, ending its status as an independent public company.