DAWN Form 4: Director’s options reset to $8.99 effective Nov 6, 2025

Rhea-AI Filing Summary

Day One Biopharmaceuticals (DAWN) disclosed a director’s option repricing on a Form 4. The Board approved the action on October 7, 2025, and it became effective on November 6, 2025. Previously granted stock options with exercise prices of $16.00, $16.29, $12.69, and $13.87 were disposed and replaced with options at a new exercise price of $8.99.

The repriced grants cover 40,000, 40,300, 28,700, 37,500, and 32,335 underlying shares, respectively, and are reported as directly owned. The options are fully vested. To exercise at the new price, the reporting person must remain in service through the “Retention Period,” which ends at the earlier of the 12‑month anniversary of the effective date or a Corporate Transaction; the footnotes note an exception related to death or Disability under the company’s 2021 Equity Incentive Plan. The transactions were exempt under Rules 16b‑6(d) and 16b‑3.

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^*

Holles Natalie C.

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2025

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

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
Stock Option (right to buy Common Stock)	$16	11/06/2025		D(1)(2)			40,000	(3)	05/25/2031	Common Stock	40,000	$0	0	D
Stock Option (right to buy Common Stock)	$8.99	11/06/2025		A(1)(2)		40,000		(3)	05/25/2031	Common Stock	40,000	$0	40,000	D
Stock Option (right to buy Common Stock)	$16	11/06/2025		D(1)(2)			40,300	(3)	05/25/2031	Common Stock	40,300	$0	0	D
Stock Option (right to buy Common Stock)	$8.99	11/06/2025		A(1)(2)		40,300		(3)	05/25/2031	Common Stock	40,300	$0	40,300	D
Stock Option (right to buy Common Stock)	$16.29	11/06/2025		D(1)(2)			28,700	(3)	06/20/2032	Common Stock	28,700	$0	0	D
Stock Option (right to buy Common Stock)	$8.99	11/06/2025		A(1)(2)		28,700		(3)	06/20/2032	Common Stock	28,700	$0	28,700	D
Stock Option (right to buy Common Stock)	$12.69	11/06/2025		D(1)(2)			37,500	(3)	06/21/2033	Common Stock	37,500	$0	0	D
Stock Option (right to buy Common Stock)	$8.99	11/06/2025		A(1)(2)		37,500		(3)	06/21/2033	Common Stock	37,500	$0	37,500	D
Stock Option (right to buy Common Stock)	$13.87	11/06/2025		D(1)(2)			32,335	(3)	05/22/2034	Common Stock	32,335	$0	0	D
Stock Option (right to buy Common Stock)	$8.99	11/06/2025		A(1)(2)		32,335		(3)	05/22/2034	Common Stock	32,335	$0	32,335	D

Explanation of Responses:

1. On October 7, 2025, the Issuer's Board of Directors approved an option repricing (the "Repricing") whereby the Reporting Person's options were repriced on November 6, 2025 (the "Effective Date") with a new exercise price of $8.99 (if lower than the original exercise price), the closing price on Nasdaq as of the Effective Date. In order to exercise the repriced options at the new exercise price, the Reporting Person is required to remain in service with the Issuer through the Retention Period; provided that the additional premium payment will not be required if the Reporting Person's service to the Issuer is terminated by reason of death or Disability (as defined in the Company's 2021 Equity Incentive Plan ("the Plan")).

2. (Continued from Footnote 1) The "Retention Period" commenced on the Effective Date and ends upon the earliest of (i) the 12-month anniversary of the Effective Date and (ii) a Corporate Transaction (as defined in the Plan). All of the other terms of the options remain unchanged. Such transactions were exempt pursuant to Rule 16b-6(d) and Rule 16b-3 of the Exchange Act, as applicable.

3. The options are fully vested.

	/s/ Charles N. York II, as Attorney-in-Fact	11/07/2025
	** 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 did Day One Biopharmaceuticals (DAWN) report on this Form 4?

A director’s stock options were repriced effective November 6, 2025, replacing higher‑priced grants with options at $8.99.

Which option grants were affected and in what amounts?

Repriced grants cover 40,000, 40,300, 28,700, 37,500, and 32,335 shares.

What were the original exercise prices before repricing?

Original options carried exercise prices of $16.00, $16.29, $12.69, and $13.87.

When was the repricing approved and when did it take effect?

Approved on October 7, 2025; effective on November 6, 2025.

Are the repriced options vested?

Yes. The footnotes state the options are fully vested.

Is continued service required to exercise at the new price?

Yes. The reporting person must remain in service through the Retention Period, with a stated exception for death or Disability.

Under what rules were the transactions exempt?

The filing cites Rule 16b‑6(d) and Rule 16b‑3 exemptions.