Director at Day One Biopharmaceuticals (DAWN) has equity awards cashed out in merger
Rhea-AI Filing Summary
Day One Biopharmaceuticals director Garry A. Nicholson reported returning equity awards to the company in connection with its merger with Servier Pharmaceuticals LLC. On April 23, 2026, he disposed of 15,000 restricted stock units and multiple stock option grants back to the issuer.
Footnotes explain that, upon the merger closing at an offer price of $21.50 per share, all outstanding stock options and restricted stock units were fully vested, then canceled and converted into cash. For stock options, the cash amount equaled the difference between the $21.50 merger consideration and each option’s exercise price, less applicable taxes, leaving no remaining derivative holdings from these awards.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Nicholson Garry A
Role
Director
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (right to buy Common Stock) | 33,900 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 37,500 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 32,335 | $0.00 | $0.00 |
| Disposition | Stock Option (right to buy Common Stock) | 22,500 | $0.00 | $0.00 |
| Disposition | Restricted Stock Unit (RSU) | 15,000 | $0.00 | $0.00 |
Holdings After Transaction:
Stock Option (right to buy Common Stock) — 0 shares (Direct);
Restricted Stock Unit (RSU) — 0 shares (Direct)
Footnotes (8)
- F1. The options are fully vested.
- F2. 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.
- F3. 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.
- F4. 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.
- F5. The option vests as to 1/12th of the total grant on each monthly anniversary, beginning on July 2, 2025, subject to the Reporting Person's provision of service to the Issuer on each option vesting date.
- F6. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's Common Stock upon settlement for no consideration.
- F7. The RSUs will vest as to 100% of the award on the earlier of (i) June 2, 2026 and (ii) the date of the Issuer's 2026 annual meeting of stockholders (in each case, the "RSU Vesting Date"), subject to the Reporting Person's provision of services to the Issuer on each RSU Vesting Date. Shares of the Issuer's Common Stock will be delivered to the Reporting Person following vesting.
- F8. RSUs do not expire; they either vest or are canceled prior to the RSU Vesting Date.
Key Figures
RSUs disposed: 15,000 units
Option grant disposed: 22,500 shares
Option grant disposed: 32,335 shares
+5 more
8 metrics
RSUs disposed
15,000 units
Restricted stock units canceled at April 23, 2026 merger closing
Option grant disposed
22,500 shares
Stock options with $7.01 exercise price canceled at merger
Option grant disposed
32,335 shares
Stock options with $8.99 exercise price canceled at merger
Option grant disposed
37,500 shares
Stock options with $8.99 exercise price canceled at merger
Option grant disposed
33,900 shares
Stock options with $8.99 exercise price canceled at merger
Merger consideration
$21.50 per share
Cash paid for each issued and outstanding common share
Derivative holdings after
0 options/RSUs from these awards
Total shares following each reported disposition were 0
Merger closing date
April 23, 2026
Effective time when equity awards were canceled for cash
Key Terms
Restricted Stock Unit (RSU), Stock Option (right to buy Common Stock), Agreement and Plan of Merger, Merger Consideration, +1 more
5 terms
Restricted Stock Unit (RSU) financial
"Each restricted stock unit ("RSU") represents a contingent right to receive one share..."
A restricted stock unit (RSU) is a promise from a company to give an employee company shares (or cash equal to their value) at a future date if certain conditions are met, such as staying with the company or hitting performance targets. For investors, RSUs matter because when they convert into actual shares they increase the number of shares available and can create selling pressure as employees cash out—think of them as a future paycheck paid in company stock.
Stock Option (right to buy Common Stock) financial
"Stock Option (right to buy Common Stock)...with the Company’s Common Stock as underlying security"
Agreement and Plan of Merger financial
"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")."
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.
Offer Price financial
"purchased for $21.50 per share (the "Offer Price"), net to the seller in cash"
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did DAWN director Garry A. Nicholson report in this Form 4?
He reported disposing of restricted stock units and stock options back to Day One Biopharmaceuticals in connection with a completed merger. These equity awards were fully vested, canceled, and converted into cash based on the merger terms described in the filing’s footnotes.
How many restricted stock units did Nicholson surrender at Day One Biopharmaceuticals (DAWN)?
He disposed of 15,000 restricted stock units, each representing a right to receive one share of common stock for no consideration. At the merger’s effective time, these RSUs were canceled and converted into a cash payment tied to the $21.50 per share merger consideration.
What were the key stock option disposals reported for DAWN?
Nicholson reported issuer dispositions of several stock option grants covering 22,500, 32,335, 37,500 and 33,900 underlying shares. These fully vested options, with exercise prices including $7.01 and $8.99, were canceled at the merger closing and converted into cash based on the merger consideration.
What merger affected Garry Nicholson’s equity awards at Day One Biopharmaceuticals (DAWN)?
An Agreement and Plan of Merger was executed with Servier Pharmaceuticals LLC and its merger subsidiary. The merger closed April 23, 2026, leaving Day One as a wholly owned subsidiary of Servier’s parent, and triggered vesting and cash-out of outstanding stock options and RSUs.
How were Day One Biopharmaceuticals (DAWN) equity awards treated at the merger’s effective time?
Immediately before the merger’s effective time, all unvested stock options and RSUs became fully vested. At the effective time, each option and RSU was canceled and converted into a cash payment equal to the $21.50 merger consideration, or for options, that amount minus the per share exercise price.