| Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
On June 3, 2026 the Board of Directors (the “Board”) of DBV Technologies S.A. (the “Company”), upon recommendation of the Compensation Committee (the “Committee”) of the Board, approved the DBV Technologies 2026 Performance Share Unit Plan (the “Plan”), and granted performance share units pursuant to the Plan (“PSUs”) to Daniel Tassé, the Company’s Chief Executive Officer (the “CEO,” or, alternately, the participant), with an award grant date of June 5, 2026 (the “Grant Date”). The Plan was implemented by decision of the Board based on the authorization of the shareholders of the Company granted to the Board pursuant to the 35th resolution approved at the Annual General Meeting held on June 3, 2026, to award free shares to employees and corporate officers of the Company and its subsidiaries, in accordance with relevant provisions of the French Commercial Code.
The Company is granting the CEO conditional rights to receive ordinary shares of the Company under the Plan. The rights granted are referred to as “Performance Share Units,” each of which represents a conditional right to receive one ordinary share of the Company. The vesting of the Performance Share Units is subject to the achievement of key Company milestones and a continued employment condition, thereby aligning long-term value with both performance and leadership continuity. The total number of Performance Share Units granted to the CEO is 4,060,000.
The vesting of the PSUs is subject to the achievement of two performance conditions (the “Performance Conditions”), each relating to U.S. Food and Drug Administration (“FDA”) approval of a biologics license application (“BLA”) for Viaskin Peanut (“VP”), and shall be considered satisfied as of the date the Board certifies the Company’s receipt of the final regulatory acceptance or approval.
Specifically, the Performance Conditions are as follows:
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FDA First Approval of VP: Upon the first FDA approval of a VP BLA (regardless of the age group concerned), 2,900,000 PSUs shall become eligible to vest, subject to the other terms and conditions of the Plan. |
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FDA Second Approval of VP: Upon the second FDA approval of a VP BLA (i.e., an approval following the first approval referred to above, for a different VP indication or age group), 1,160,000 PSUs shall become eligible to vest, subject to the other terms and conditions of the Plan. |
For purposes of the foregoing, if the FDA were to approve a single VP BLA covering both age groups, the corresponding Performance Condition shall be deemed satisfied completely, and all PSUs shall become eligible to vest. PSUs for which the relevant Performance Conditions are not achieved on or prior to July 1, 2028 (the “Vesting Date”) are automatically cancelled and forfeited without compensation. Subject to the terms of the Plan, the Vested Shares (as defined below) will be delivered to the CEO in four installments, each consisting of 25% of the Vested Shares (which are not necessarily equal in number of shares and may be subject to rounding), on the following dates or as soon as practicable immediately thereafter: July 1, 2028, January 1, 2029, July 1, 2029, and January 1, 2030. The Vested Shares will be freely transferable and not subject to a holding period.
The vesting of the PSUs is subject to Mr. Tassé remaining CEO (Directeur Général) of the Company or otherwise employed by the Company for the full duration of the vesting period, from the Grant Date up to and including the Vesting Date, which must be continuous and without interruption, except as otherwise expressly provided in the Plan (the “Continued Employment Condition”), subject to certain exceptions for death, Disability (as defined in the Plan), a Qualifying Retirement (as defined in the Plan), or a termination without Cause or for Good Reason (each as defined in the Plan). PSUs shall be deemed to be Vested Shares following satisfaction of both of the Continued Employment Condition and one or both Performance Conditions. Delivery of such Vested Shares shall occur in accordance with the delivery schedule described above. Upon the occurrence of a Change in Control (as defined in the Plan), all Performance Conditions shall be deemed achieved as of the date of occurrence of the Change in Control, and the corresponding PSUs shall
