Jeremy Bender Form 4: RSU settlements and tax-sale of DAWN shares
Rhea-AI Filing Summary
Jeremy Bender, Chief Executive Officer and director of Day One Biopharmaceuticals, Inc. (DAWN), reported vesting settlements of multiple Restricted Stock Units (RSUs) on 08/15/2025 that converted into common shares and a subsequent sale on 08/18/2025. The Form 4 shows acquisitions by settlement: 3,562, 4,750, 11,687 and 11,687 RSUs converting to common stock. On 08/18/2025 the filing reports a sale of 16,058 shares at a weighted average price of $6.7671, disclosed as executed to cover the reporting person's tax liability from RSU settlement. The filing also discloses significant indirect holdings across several trusts, including 1,408,285 shares held in the Bender Revocable Trust.
Positive
- Executive alignment: Multiple RSUs vested, increasing the CEO's direct stake and aligning interests with shareholders.
- Large indirect holdings: Substantial shares held across family and revocable trusts (including 1,408,285 shares) demonstrate significant insider exposure to company performance.
- Transparent disclosure: Filing states the sale was to cover taxes and provides weighted average price range details for the block trade.
Negative
- Share sale reported: CEO sold 16,058 shares on 08/18/2025 at a weighted average price of $6.7671, which reduces a portion of direct holdings (disclosed as tax-related).
Insights
TL;DR: CEO received vested RSUs and sold a slice to cover taxes; overall ownership remains concentrated via trusts.
The reported transactions are routine compensation settlements: multiple RSUs vested and converted into common stock on 08/15/2025. The subsequent block sale of 16,058 shares on 08/18/2025 was disclosed as tax-withholding related and executed at a weighted average price of $6.7671. Material concentration of indirect ownership is evident, notably 1,408,285 shares in the Bender Revocable Trust, indicating continued alignment between management and long-term shareholding. No indications of opportunistic trading beyond tax-related disposition are provided in the filing.
TL;DR: Compensation-related vesting and a limited sale for tax purposes; governance implications are standard.
The Form 4 documents standard equity compensation mechanics: time-based RSU vesting (1/16th per quarter) and settlement for no consideration, followed by a narrow sale to satisfy tax obligations. The presence of multiple irrevocable and revocable trusts holding shares reflects common estate and succession planning for an executive. The filing is transparent about the purpose of the sale and provides customary detail about trust holdings, which supports governance transparency.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Common Stock | 16,058 | $6.7671 | $109K |
| Exercise | Restricted Stock Unit (RSU) | 3,562 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 4,750 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 11,687 | $0.00 | -- |
| Exercise | Restricted Stock Unit (RSU) | 11,687 | $0.00 | -- |
| Exercise | Common Stock | 3,562 | $0.00 | -- |
| Exercise | Common Stock | 4,750 | $0.00 | -- |
| Exercise | Common Stock | 11,687 | $0.00 | -- |
| Exercise | Common Stock | 11,687 | $0.00 | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Footnotes (1)
- Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs. The price reported in Column 4 is a weighted average price. These shares were sold as part of block trades for multiple security holders of the Issuer at prices ranging from $6.65 to $6.87, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth herein with regard to the block trade. Represents shares held by The Jeremy Bender 2022 Grantor Retained Annuity Trust under Irrevocable Trust Agreement dated March 29, 2022 of which the Reporting Person is trustee. Represents shares held by The Jeremy Bender 2023 Grantor Retained Annuity Trust dated June 27, 2023. 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 Bender Revocable Trust dated January 18, 2017, as amended, Jeremy Bender and Melissa C. Bender, Trustees. The RSUs will 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.
