Precision Bio (DTIL) CRO uses share sale to cover RSU taxes

Rhea-AI Filing Summary

Precision BioSciences Chief Research Officer J. Jefferson Smith reported RSU vesting and a related tax sale of common stock. On February 17, 2026, 16,667 Restricted Stock Units vested, each representing one share of common stock, as part of an award scheduled to vest in three equal annual installments beginning on that date.

In connection with this vesting, on February 18, 2026 he executed an open-market sell-to-cover of 4,925 common shares at $3.84 per share under a pre-established Rule 10b5-1 plan, solely to satisfy tax withholding and related fees. After these transactions, he directly held 121,926 common shares and 33,333 RSUs, with an additional 7,931 common shares held indirectly through a charitable remainder unitrust.

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).

X

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^*

SMITH J. JEFFERSON

(Last) (First) (Middle)

C/O PRECISION BIOSCIENCES, INC.

302 E. PETTIGREW STREET, SUITE A-100

(Street)

DURHAM NC 27701

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PRECISION BIOSCIENCES INC [ DTIL ]

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Research Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/17/2026

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	02/17/2026		M		16,667(1)	A	$0(2)	126,851	D
Common Stock	02/18/2026		S(3)		4,925	D	$3.84	121,926	D
Common Stock								7,931	I	By Charitable Remainder Unitrust

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 Units	(2)	02/17/2026		M			16,667	(4)	(4)	Common Stock	16,667	$0	33,333	D

Explanation of Responses:

1. Represents the vesting of Restricted Stock Units ("RSUs") on February 17, 2026.

2. Each RSU represents a contingent right to receive one share of the Issuer's Common Stock.

3. The sales were effected pursuant to a Rule 10b5-1 plan adopted on April 25, 2024. The transaction was a sell-to-cover, with shares only sold to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The Reporting Person did not sell or otherwise dispose of shares reported on this Form 4 for any reason other than to cover required taxes and fees.

4. RSUs vests in three substantially equal annual installments beginning on February 17, 2026, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.

Remarks:

	/s/ Dario Scimeca Attorney-in-fact for Jeff Smith	02/19/2026
	** 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.
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FAQ

What did DTIL Chief Research Officer J. Jefferson Smith report in this Form 4?

He reported RSU vesting and a related tax sale. 16,667 Restricted Stock Units vested on February 17, 2026, and a subsequent sell-to-cover trade on February 18, 2026 disposed of 4,925 common shares solely to satisfy tax withholding obligations and fees.

How many Precision BioSciences (DTIL) shares did the CRO sell and at what price?

He sold 4,925 shares of common stock at $3.84 per share. The filing states this sell-to-cover transaction occurred under a Rule 10b5-1 plan and was executed only to cover required tax withholding and associated fees from RSU vesting.

What RSU activity did the DTIL Form 4 disclose for J. Jefferson Smith?

The filing shows 16,667 Restricted Stock Units vested on February 17, 2026. Each RSU represents one share of common stock. The award is scheduled to vest in three substantially equal annual installments beginning on that date, subject to continued service.

Was the DTIL CRO’s share sale discretionary or part of a plan?

The sale was made under a pre-established Rule 10b5-1 trading plan adopted April 25, 2024. The filing specifies it was a sell-to-cover trade executed solely to pay tax withholding obligations and related fees tied to the vesting and settlement of RSUs.

How many DTIL shares and RSUs does J. Jefferson Smith hold after these transactions?

After the reported transactions, he directly owned 121,926 shares of common stock and 33,333 Restricted Stock Units. The filing also indicates an additional 7,931 common shares are held indirectly through a charitable remainder unitrust associated with him.

What is the vesting schedule for the reported DTIL RSUs?

The RSUs vest in three substantially equal annual installments starting February 17, 2026. Continued service to Precision BioSciences is required through each applicable vesting date. This schedule governs when additional RSU tranches convert into common stock over the three-year period.