[SCHEDULE 13D] CureVac N.V. SEC Filing

Rhea-AI Filing Summary

GSK plc reports beneficial ownership of 16,591,937 Common Shares of CureVac N.V., representing 74% of the outstanding class based on 225,172,749 shares. These shares are held of record by Glaxo Group Limited (GGL), an indirect wholly-owned subsidiary. GSK acquired the shares through an initial contribution in connection with CureVac's IPO and a later follow-on purchase, with those prior purchases funded from GGL's internal resources.

The filing discloses that GGL entered a Tender and Support Agreement with BioNTech SE under which GGL agreed to tender all its Common Shares into BioNTech's exchange offer, vote for proposals to facilitate the offer, vote against Alternative Acquisition Proposals and, subject to conditions, terminate certain pre-IPO ISA rights in respect of GGL as of the offer's first settlement date.

Positive

• GSK beneficially owns 16,591,937 Common Shares, representing 74% of the class, a clear, disclosed ownership position
• GGL entered a Tender and Support Agreement with BioNTech SE committing to tender all its shares into the buyer's Exchange Offer
• GGL agreed to vote in favor of proposals to facilitate the Exchange Offer and against Alternative Acquisition Proposals, clarifying its transactional stance

Negative

• The Tender and Support Agreement contemplates termination of the ISA with respect to GGL, which may reduce certain pre-IPO shareholder protections
• GGL's commitment to vote against Alternative Acquisition Proposals could limit competing bids or alternative strategic options for CureVac shareholders

Insights

M&A Specialist

TL;DR GGL's commitment to tender and vote substantially increases the likelihood a buyer's exchange offer will succeed.

GGL's 74% stake makes its Tender and Support Agreement with BioNTech materially significant and highly determinative of transaction outcome. By agreeing to tender all shares and to vote against Alternative Acquisition Proposals, GGL effectively removes a major barrier to an acquiring party's completion of an exchange offer. The contemplated termination of the ISA as to GGL further reduces legacy pre-IPO constraints. This disclosure is impactful because it changes the control dynamics and materially affects deal execution.

Corporate Governance Expert

TL;DR A dominant shareholder's support and ISA termination materially alter governance rights and shareholder protections for the issuer.

The filing explicitly states GGL will support the purchaser's proposals and surrender certain ISA protections upon settlement. That concentration of voting power and planned termination of pre-IPO agreement provisions are material governance developments for CureVac shareholders. The record ownership of 16,591,937 shares (74%) centralizes decision-making and constrains the range of competing acquisition strategies.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

CureVac N.V.

(Name of Issuer)

Common Shares, par value (euro) 0.12 per share

(Title of Class of Securities)

N2451R105

(CUSIP Number)

Victoria A. Whyte
79 New Oxford Street,
London, X0, WC1A 1DG
44 020 8047 5000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. N2451R105

1

Name of reporting person

GSK plc

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED KINGDOM

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 16,591,937.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 16,591,937.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

16,591,937.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

74 %

14

Type of Reporting Person (See Instructions)

HC

Comment for Type of Reporting Person:

(1) Common Shares (as defined below) held directly by Glaxo Group Limited, an indirect wholly-owned subsidiary of GSK plc. (2) Based on 225,172,749 Common Shares outstanding as of close of business on June 10, 2025, as set forth in Exhibit 99.1 to the Form 6-K filed by the Issuer with the Securities and Exchange Commission (the "SEC") on June 16, 2025.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares, par value (euro) 0.12 per share
(b)	Name of Issuer: CureVac N.V.
(c)	Address of Issuer's Principal Executive Offices: Friedrich-Miescher-Strasse 15, Tubingen, GERMANY , 72076.
Item 1 Comment: This statement on Schedule 13D (this "Schedule 13D") relates to the common shares, par value (euro) 0.12 par value per share (the "Common Shares"), of CureVac N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (the "Issuer"), whose principal executive offices are located at Friedrich-Miescher-Strasse 15, 72076 Tubingen, Germany
Item 2.	Identity and Background
(a)	GSK plc
(b)	79 New Oxford Street, London, WC1A 1DG, United Kingdom
(c)	This Schedule 13D is being filed by GSK plc, a public limited company organized under the laws of England and Wales ("GSK"). GSK is a global biopharma company with a purpose to unite science, technology and talent to get ahead of disease together. The name, business address, present principal occupation or employment and citizenship of each of the executive officers and directors of GSK are set forth in Schedule A hereto and are incorporated herein by reference. The Common Shares which are the subject of this Schedule 13D are held of record by Glaxo Group Limited ("GGL"), a wholly-owned indirect subsidiary of GSK.
(d)	During the last five years, neither GSK nor, to the best of its knowledge, any of the persons listed in Schedule A hereto has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, neither GSK nor, to the best of its knowledge, any of the persons listed in Schedule A hereto has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	England and Wales
Item 3.	Source and Amount of Funds or Other Consideration
	On August 13, 2020, in preparation for the initial public offering of the Issuer, the Issuer issued 14,935,721 Common Shares to GGL in consideration for the contribution by GGL of 112,233 Series B shares in CureVac AG to the Issuer. GSK, through its wholly-owned indirect subsidiary GGL, had acquired the 112,233 Series B shares from CureVac AG for total consideration of (euro)149,999,404.50. GGL used internal resources to acquire the 112,233 Series B shares. On February 10, 2023, GSK, through its wholly-owned indirect subsidiary GGL, purchased an additional 1,656,216 Common Shares from the Issuer as part of its follow-on public offering at a price of $9.25 per Common Share for total consideration of $15,319,998. GGL used internal resources to fund the purchase of additional Common Shares. The information set forth in or incorporated by reference in Items 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3. The Common Shares being reported on this Schedule 13D were previously reported on the Schedule 13G (as defined below). This filing is not being made as a result of any particular acquisition or disposition of Common Shares by GSK.
Item 4.	Purpose of Transaction
	GSK acquired ownership of the Common Shares reported herein for investment purposes and such acquisitions were made in GSK's ordinary course of business and not with any purpose, or with the effect, of changing or influencing the control of the Issuer, or in connection with or as a participant in any transaction having that purpose or effect. GSK filed with the SEC an initial Schedule 13G on August 24, 2020, to report its acquisition of beneficial ownership of 14,935,721 Common Shares, and filed Amendment No. 1 to its Schedule 13G on February 6, 2024, to report the change in the number of Common Shares beneficially owned by GSK (such filings together, the "Schedule 13G"). GSK is filing this Schedule 13D to supersede the Schedule 13G as a result of the entry by GGL into the Tender and Support Agreement (as defined and described below). GGL has entered into a Tender and Support Agreement, dated August 7, 2025 (the "Tender and Support Agreement"), with BioNTech SE, a European stock corporation (Societas Europaea) organized under the Laws of Germany and the European Union (the "Buyer"), pursuant to which GGL has agreed to, among other things: (i) tender all of its Common Shares into the exchange offer (the "Exchange Offer") that the Buyer has agreed to commence for any and all of the outstanding Common Shares for the consideration and upon the terms and subject to the conditions set forth in that certain Purchase Agreement, dated June 12, 2025, between the Buyer and the Issuer (as may be amended from time to time, the "Purchase Agreement"); (ii) vote in favor of certain proposals to facilitate the Exchange Offer to be submitted by the Issuer for approval by the Issuer's shareholders and recommended by its management and supervisory boards, and against any proposal, action or agreement for an Alternative Acquisition Proposal (as defined in the Purchase Agreement) or having certain adverse effects on the Exchange Offer or certain post-offer reorganization steps; (iii) certain other restrictions on its ability to take actions with respect to the Issuer and the Common Shares; and (iv) subject to certain conditions under the Tender and Support Agreement, terminate with effect for itself the ISA (as defined below), effective as of the first settlement date of the Exchange Offer. The foregoing description of the Tender and Support Agreement, and the transactions contemplated thereby, does not purport to be complete and is qualified in its entirety by reference to such agreement. A copy of the Tender and Support Agreement is filed as Exhibit 2 hereto. Except as set forth in this Item 4, GSK and GGL have no plans or proposals that relate to or would result in any of the events set forth in Items 4(a) through (j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of GSK to Rows (7) through (13) of the cover pages of this Schedule 13D and the information set forth in Item 3 are hereby incorporated by reference in this Item 5. The percentage of the class of securities identified pursuant to Item 1 beneficially owned by GSK is based on 225,172,749 Common Shares outstanding as of close of business on June 10, 2025, as contained in Exhibit 99.1 to the Form 6-K filed by the Issuer with the SEC on June 16, 2025.
(b)	Except as disclosed in this Schedule 13D, neither GSK nor, to the best of its knowledge, any of the persons listed in Schedule A hereto, beneficially owns any Common Shares or has the right to acquire any Common Shares. Except as disclosed in this Schedule 13D, neither GSK nor, to the best of its knowledge, any of the persons listed in Schedule A hereto, presently has the power to vote or to direct the vote or to dispose or direct the disposition of any of the Common Shares that they may be deemed to beneficially own.
(c)	Except as disclosed in this Schedule 13D, neither GSK nor, to the best of its knowledge, any of the persons listed in Schedule A hereto, has effected any transaction in the Common Shares during the past 60 days.
(d)	To the best knowledge of GSK, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares beneficially owned by GSK.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Investment and Shareholders' Agreement CureVac AG and certain pre-IPO shareholders of CureVac AG, including GGL, entered into an Investment and Shareholders' Agreement, dated as of July 17, 2020 ("ISA"). The ISA provided for certain particular shareholders' rights and also envisaged restrictions on the shareholders party thereto, including the obligation to enter into a registration rights agreement, restrictions on transfer, as well as certain tag along rights, drag along rights, demand rights, rights of first offer and rights of first refusal. Following the listing of the Common Shares on Nasdaq, only certain limited provisions of the ISA survived, including (but not limited to) provision of information by the Issuer to the pre-IPO shareholders that is mandatory for their tax obligations, continued confidentiality obligations, certain rights relating to the use of proceeds, IPO-related registration and liability protections and other select rights and obligations expressly set out to survive in the ISA. As noted above, the Tender and Support Agreement contemplates termination of the ISA in respect of GGL, effective as of the first settlement date of the Exchange Offer. The foregoing description of the ISA does not purport to be complete and is qualified in its entirety by reference to such agreement. A copy of the ISA is incorporated by reference as Exhibit 2 hereto.
Item 7.	Material to be Filed as Exhibits.
	1. Tender and Support Agreement dated August 7, 2025, by and between GGL and BioNTech SE. (Incorporated herein by reference to Annex B to the Buyer's registration statement on Form F-4 filed with the SEC on August 11, 2025). 2. Investment and Shareholders' Agreement dated July 17, 2020, by and among CureVac AG and several shareholders. (Incorporated herein by reference to Exhibit 3.5 to the Issuer's prospectus on Form F-1 (No. 333-240076) filed with the SEC on August 10, 2020). 3. Schedule A - Item 2(c)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

GSK plc

Signature:	/s/ Victoria A. Whyte
Name/Title:	Victoria A. Whyte, Authorized Signatory
Date:	08/13/2025

FAQ

How many CureVac (CVAC) shares does GSK beneficially own?

GSK beneficially owns 16,591,937 Common Shares, representing 74% of the class based on 225,172,749 shares outstanding.

What agreement did GGL enter into regarding CVAC shares?

GGL entered a Tender and Support Agreement with BioNTech SE agreeing to tender all its Common Shares into BioNTech's Exchange Offer and to vote for proposals that facilitate the offer.

Will GGL keep any pre-IPO Investment and Shareholders' Agreement (ISA) rights?

The Tender and Support Agreement contemplates that, subject to conditions, GGL will terminate the ISA with respect to GGL effective as of the first settlement date of the Exchange Offer.

How were GSK's shares originally acquired and funded?

GGL received 14,935,721 Common Shares in exchange for Series B shares contributed at IPO and later purchased 1,656,216 Common Shares in a follow-on offering funded with internal resources at $9.25 per share.

Does GSK plan to change CureVac's management or operations according to the filing?

According to the filing, GSK and GGL state they have no plans or proposals that would result in events described in Items 4(a)–(j) of Schedule 13D, except as set forth regarding the Tender and Support Agreement.