Precision BioSciences (DTIL) CFO sells 15,213 shares in Rule 10b5-1 tax-cover trade

Rhea-AI Filing Summary

Precision BioSciences Chief Financial Officer John Alexander Kelly reported routine equity compensation activity. On January 20, 2026, previously granted Restricted Stock Units vested, resulting in the delivery of 3,888, 13,900, and 26,575 shares of common stock, each RSU converting into one share. On January 21, 2026, Kelly sold 15,213 shares of common stock at $4.03 per share under a pre-established Rule 10b5-1 trading plan. The sale was a sell-to-cover transaction, with shares sold only to cover tax withholding obligations and related fees tied to the RSU vesting. After these transactions, Kelly directly held 106,448 shares of Precision BioSciences common stock.

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^*

Kelly John Alexander

(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 Financial Officer

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		3,888(1)	A	(2)	81,186	D
Common Stock	01/20/2026		M		13,900(1)	A	(2)	95,086	D
Common Stock	01/20/2026		M		26,575(1)	A	(2)	121,661	D
Common Stock	01/21/2026		S(3)		15,213	D	$4.03	106,448	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			3,888	(4)	(4)	Common Stock	3,888	$0	0	D
Restricted Stock Units	(2)	01/20/2026		M			13,900	(5)	(5)	Common Stock	13,900	$0	13,901	D
Restricted Stock Units	(2)	01/20/2026		M			26,575	(6)	(6)	Common Stock	26,575	$0	26,575	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 January 17, 2025. 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. 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.

5. 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.

6. 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 John Alexander Kelly	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's CFO report on this Form 4?

The Form 4 shows that CFO John Alexander Kelly had multiple Restricted Stock Units vest on January 20, 2026 and then sold 15,213 shares of Precision BioSciences common stock on January 21, 2026.

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

CFO John Alexander Kelly sold 15,213 shares of Precision BioSciences common stock at a price of $4.03 per share.

Were the DTIL CFO’s share sales discretionary or part of a plan?

The sales were made under a Rule 10b5-1 trading plan adopted on January 17, 2025, and were described as a sell-to-cover solely to pay tax withholding and related fees from RSU vesting.

What RSU activity did Precision BioSciences’ CFO report?

On January 20, 2026, vested Restricted Stock Units converted into 3,888, 13,900, and 26,575 shares of DTIL common stock. Each RSU represented the right to receive one share upon vesting.

How many DTIL shares does the CFO hold after these transactions?

Following the reported RSU vesting and sell-to-cover transaction, CFO John Alexander Kelly directly owned 106,448 shares of Precision BioSciences common stock.

What grants underlie the DTIL CFO’s RSU vesting in this filing?

The RSUs that vested were granted on January 20, 2023, April 18, 2024, and August 22, 2024, each vesting in three substantially equal annual installments, subject to continued service.