Precision BioSciences (DTIL) CEO sells 34,799 shares to cover RSU taxes

Rhea-AI Filing Summary

Precision BioSciences President and CEO Michael Amoroso reported routine equity activity tied to vesting of restricted stock units (RSUs) and related tax withholding. On January 20, 2026, RSUs covering 8,888, 37,069, and 69,421 shares vested and were converted into an equal number of common shares.

On January 22, 2026, Amoroso sold 34,799 shares of common stock at a weighted average price of $4.17 per share, in multiple trades between $3.97 and $4.30. The filing states these sales were made under a pre-arranged Rule 10b5-1 plan and were solely to cover tax withholding and fees from the RSU vesting. After these transactions, he directly held 196,154 common shares, plus 37,069 and 69,421 unvested RSUs.

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)
01/20/2026

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	01/20/2026		M		8,888(1)	A	(2)	124,463	D
Common Stock	01/20/2026		M		37,069(1)	A	(2)	161,532	D
Common Stock	01/20/2026		M		69,421(1)	A	(2)	230,953	D
Common Stock	01/22/2026		S(3)		34,799	D	$4.17(4)	196,154	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)	01/20/2026		M			8,888	(5)	(5)	Common Stock	8,888	$0	0	D
Restricted Stock Units	(2)	01/20/2026		M			37,069	(6)	(6)	Common Stock	37,069	$0	37,069	D
Restricted Stock Units	(2)	01/20/2026		M			69,421	(7)	(7)	Common Stock	69,421	$0	69,421	D

Explanation of Responses:

1. Represents the vesting of Restricted Stock Units ("RSUs") on January 20, 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. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.97 to $4.30. The Reporting Person undertakes to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote

5. On January 20, 2023 the Reporting Person was granted RSUs, which vested in three substantially equal annual installments beginning on January 20, 2024, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.

6. On April 18, 2024 the Reporting Person was granted RSUs, which vest in three substantially equal annual installments beginning on January 20, 2025, subject to the Reporting Person's continued service to the Issuer through the applicable vesting dates.

7. On August 22, 2024 the Reporting Person was granted RSUs, which vest in three substantially equal annual installments beginning on January 20, 2025, 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	01/22/2026
	** 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 insider transaction did DTIL CEO Michael Amoroso report?

Amoroso reported RSU vesting on January 20, 2026 that delivered 8,888, 37,069, and 69,421 common shares, followed by a sale of 34,799 shares on January 22, 2026.

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

He sold 34,799 shares of common stock at a weighted average price of $4.17 per share, with individual trade prices ranging from $3.97 to $4.30.

Why were Michael Amoroso’s DTIL shares sold according to the Form 4?

The Form 4 states the sales were under a Rule 10b5-1 plan and were sell-to-cover transactions made only to cover tax withholding obligations and related fees from RSU vesting.

What RSU activity did the DTIL CEO report on January 20, 2026?

The filing shows vesting and settlement of RSUs into common stock for 8,888, 37,069, and 69,421 shares, each RSU representing one share of common stock.

How many Precision BioSciences shares does the CEO hold after these transactions?

After the reported activity, Amoroso directly held 196,154 common shares and still had unvested RSUs covering 37,069 and 69,421 shares.

What is the role of the Rule 10b5-1 plan in this DTIL Form 4?

The Form 4 notes that the sales were executed under a pre-established Rule 10b5-1 trading plan adopted on August 2, 2024, which prearranges trades to help manage insider transactions.