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  4. [Form 4] Day One Biopharmaceuticals, Inc. Insider Trading Activity

Day One Biopharma director option repricing to $8.99 effective 11/06/25

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Day One Biopharmaceuticals (DAWN) filed a Form 4 reporting an option repricing for a director. On 11/06/2025, previously granted stock options with exercise prices of $25.84 (33,900 shares), $12.69 (37,500 shares), and $13.87 (32,335 shares) were replaced with options at a new exercise price of $8.99, matching the Nasdaq closing price on the effective date. The Board approved the repricing on 10/07/2025.

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 11/06/2025 or a Corporate Transaction, with certain exceptions for death or Disability as defined in the company’s 2021 plan.

Positive

  • None.

Negative

  • None.
Insider Nicholson Garry A
Role Director
Type Security Shares Price Value
Disposition Stock Option (right to buy Common Stock) 33,900 $0.00 --
Grant/Award Stock Option (right to buy Common Stock) 33,900 $0.00 --
Disposition Stock Option (right to buy Common Stock) 37,500 $0.00 --
Grant/Award Stock Option (right to buy Common Stock) 37,500 $0.00 --
Disposition Stock Option (right to buy Common Stock) 32,335 $0.00 --
Grant/Award Stock Option (right to buy Common Stock) 32,335 $0.00 --
Holdings After Transaction: Stock Option (right to buy Common Stock) — 0 shares (Direct)
Footnotes (1)
  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")). (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. The options are fully vested.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
Nicholson Garry A
(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) $25.84 11/06/2025 D(1)(2) 33,900 (3) 09/11/2032 Common Stock 33,900 $0 0 D
Stock Option (right to buy Common Stock) $8.99 11/06/2025 A(1)(2) 33,900 (3) 09/11/2032 Common Stock 33,900 $0 33,900 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.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did DAWN disclose in this Form 4?

A director’s stock options were repriced on 11/06/2025 to an exercise price of $8.99, replacing higher-priced options.

Which option grants were affected for DAWN (ticker: DAWN)?

Grants for 33,900 shares at $25.84, 37,500 shares at $12.69, and 32,335 shares at $13.87 were repriced to $8.99.

When was the repricing approved and effective?

Approved on 10/07/2025 and effective on 11/06/2025 at the Nasdaq closing price of $8.99.

Are the repriced DAWN options vested?

Yes. The filing states the options are fully vested.

What service condition applies to exercising at the new price?

The holder must remain in service through the Retention Period, ending at the earlier of the 12‑month anniversary of 11/06/2025 or a Corporate Transaction.

Were there any special exemptions cited?

Yes. The transactions were exempt under Rule 16b‑6(d) and Rule 16b‑3 of the Exchange Act.