Precision BioSciences (DTIL) CEO logs RSU vesting and tax-driven share sale

Rhea-AI Filing Summary

Precision BioSciences President and CEO Michael Amoroso reported a mix of RSU vesting and a tax-related share sale. On February 17, 2026, 67,797 Restricted Stock Units vested, with each RSU converting into one share of common stock. On February 18, 2026, he sold 20,559 common shares at $3.84 per share in an open-market transaction executed under a pre-arranged Rule 10b5-1 plan, solely to cover tax withholding and related fees from the RSU vesting. Following these transactions, he directly held 243,392 shares of common stock and 135,593 RSUs, which continue to vest in three substantially equal annual installments beginning February 17, 2026, contingent on continued service.

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^*

Amoroso Michael

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President and CEO

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		67,797(1)	A	$0(2)	263,951	D
Common Stock	02/18/2026		S(3)		20,559	D	$3.84	243,392	D

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			67,797	(4)	(4)	Common Stock	67,797	$0	135,593	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 August 2, 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 Michael Amoroso	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).
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FAQ

What insider transactions did DTIL CEO Michael Amoroso report?

Michael Amoroso reported RSU vesting and a related tax sale. 67,797 Restricted Stock Units vested and converted into common shares, and 20,559 shares were sold at $3.84 solely to cover tax withholding and fees tied to that vesting.

Was the DTIL CEO’s February 18, 2026 share sale discretionary?

The sale was not discretionary in the usual sense. It was executed under a Rule 10b5-1 trading plan and structured as a sell-to-cover transaction, with shares sold only to satisfy tax withholding obligations and related fees from RSU vesting.

How many DTIL shares did the CEO sell and at what price?

Michael Amoroso sold 20,559 shares of Precision BioSciences common stock at $3.84 per share. According to the disclosure, this sale was made solely to cover tax withholding obligations and related fees from the vesting and settlement of Restricted Stock Units.

How many Restricted Stock Units vested for the DTIL CEO?

A total of 67,797 Restricted Stock Units vested for Michael Amoroso on February 17, 2026. Each RSU represents a contingent right to receive one share of Precision BioSciences common stock, resulting in an equivalent number of shares becoming deliverable upon vesting and settlement.

What are Michael Amoroso’s DTIL holdings after these transactions?

After the reported transactions, Michael Amoroso directly held 243,392 shares of Precision BioSciences common stock and 135,593 Restricted Stock Units. The remaining RSUs are scheduled to vest in three substantially equal annual installments starting February 17, 2026, subject to continued service.

How do the DTIL CEO’s RSUs vest over time?

The Restricted Stock Units vest in three substantially equal annual installments beginning on February 17, 2026. Continued service to Precision BioSciences is required through each applicable vesting date for the remaining RSUs to vest and ultimately deliver common shares.