Day One Biopharma (DAWN) CEO sells shares to pay RSU tax bill

Rhea-AI Filing Summary

Day One Biopharmaceuticals, Inc. CEO Jeremy Bender reported a mix of RSU settlements and a tax-related share sale. On February 17, he sold 15,459 shares of common stock in an open-market transaction at a weighted average price of $11.6009 per share to cover tax liabilities from recently settled restricted stock units (RSUs).

Around February 15, multiple RSU awards were converted into common shares at no cash cost, reflecting equity compensation vesting. After these transactions, Bender directly held 204,603 shares of common stock, and additional shares are held indirectly through several Bender family and grantor retained annuity trusts. The RSUs vest in equal quarterly installments, so further scheduled vesting may occur if service continues.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Bender Jeremy

(Last) (First) (Middle)

1800 SIERRA POINT PARKWAY, SUITE 200

(Street)

BRISBANE CA 94005

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Day One Biopharmaceuticals, Inc. [ DAWN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/15/2026		M		4,750	A	(1)	181,915	D
Common Stock	02/15/2026		M		11,688	A	(1)	193,603	D
Common Stock	02/15/2026		M		11,687	A	(1)	205,290	D
Common Stock	02/15/2026		M		14,812	A	(1)	220,102	D
Common Stock	02/17/2026		S(2)		15,459	D	$11.6009(3)	204,603	D
Common Stock								20,204	I	See footnote(4)
Common Stock								147,702	I	See footnote(5)
Common Stock								18,197	I	See footnote(6)
Common Stock								808,285	I	See footnote(7)
Common Stock								300,000	I	See footnote(8)
Common Stock								300,000	I	See footnote(9)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			4,750	(10)	(11)	Common Stock	4,750	$0	14,250	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			11,688	(10)	(11)	Common Stock	11,688	$0	81,816	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			11,687	(10)	(11)	Common Stock	11,687	$0	128,565	D
Restricted Stock Unit (RSU)	(1)	02/15/2026		M			14,812	(10)	(11)	Common Stock	14,812	$0	222,188	D

Explanation of Responses:

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.

2. The sale of shares is for the sole purpose of covering the Reporting Person's tax liability with respect to the settlement of RSUs.

3. 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 $11.195 to $11.8508, 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.

4. Represents shares held by The Jeremy Bender 2023 Grantor Retained Annuity Trust dated June 27, 2023.

5. 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.

6. Represents shares held by The Melissa Bender 2023 Grantor Retained Annuity Trust, dated June 27, 2023.

7. Represents shares held by the Bender Revocable Trust dated January 18, 2017, as amended, Jeremy Bender and Melissa C. Bender, Trustees.

8. Represents shares held by the Jeremy Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person is trustee.

9. Represents shares held by the Melissa Bender 2025 Grantor Retained Annuity Trust of which the Reporting Person's spouse is trustee.

10. 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.

11. RSUs do not expire; they either vest or are canceled prior to the vesting date.

	/s/ Charles N. York II, as Attorney-in-Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did DAWN CEO Jeremy Bender report?

Jeremy Bender reported RSU conversions and a related share sale. He exercised several restricted stock unit (RSU) awards into common stock and then sold 15,459 shares in the open market specifically to cover tax liabilities from those RSU settlements.

How many Day One (DAWN) shares did the CEO sell and at what price?

The CEO sold 15,459 shares of Day One common stock at a weighted average price of $11.6009 per share. The transaction was described as an open-market sale executed to cover tax obligations triggered by the settlement of his restricted stock units.

Was the DAWN CEO share sale a discretionary sale or tax-related?

The share sale was tax-related, not purely discretionary. Footnotes explain the 15,459-share sale was made solely to cover the reporting person’s tax liability arising from the settlement of RSUs, indicating it was driven by withholding needs rather than portfolio rebalancing.

How many DAWN shares does Jeremy Bender hold after these transactions?

After the reported transactions, Jeremy Bender directly held 204,603 shares of Day One common stock. In addition to this direct stake, the filing notes further indirect holdings through multiple family and grantor retained annuity trusts associated with Bender and his spouse.

How do Jeremy Bender’s RSUs in Day One (DAWN) vest over time?

The restricted stock units vest in quarterly installments. Specifically, one-sixteenth of the total RSU award vests on each of February 15, May 15, August 15 and November 15, provided Bender continues to provide service to Day One on each applicable vesting date.

What do the indirect DAWN share holdings in various Bender trusts represent?

Indirect holdings represent shares owned by several Bender family trusts. Footnotes state that different grantor retained annuity trusts and a revocable trust, involving Jeremy Bender and his spouse as trustees, hold additional Day One common stock beyond his directly owned shares.