Dynavax Technolo SEC Filings

Dynavax Technologies Corp. had a major shareholder tender all of its shares as part of a merger with Sanofi. Deep Track Biotechnology Master Fund, Ltd., a 10% owner, disposed of 15,726,349 shares of common stock on February 10, 2026 through a tender-offer transaction at $15.50 per share in cash. This occurred at the effective time of a merger in which a Sanofi subsidiary combined with Dynavax, leaving Dynavax as an indirect wholly owned subsidiary of Sanofi. Following the transaction, the reporting holders no longer owned Dynavax common stock from this position.

Dynavax Technologies Corporation (DVAX) received an amended Schedule 13G/A from Deep Track Capital, Deep Track Biotechnology Master Fund, Ltd., and David Kroin reporting that they now beneficially own 0 shares of Dynavax common stock, representing 0% of the outstanding shares.

The filing confirms they have no sole or shared power to vote or dispose of Dynavax stock. It is characterized as a passive filing, stating the securities were not acquired or held to change or influence control of Dynavax. The ownership percentages are based on 117,424,968 shares outstanding as referenced from Dynavax’s 10-Q filed on November 5, 2025.

Dynavax Technologies CEO Ryan Spencer reported multiple equity transactions tied to the company’s acquisition by SANOFI. A SANOFI subsidiary completed a tender offer to buy all Dynavax common shares for $15.50 per share in cash, then merged into Dynavax on February 10, 2026, leaving Dynavax as an indirect wholly owned subsidiary.

At the merger’s effective time, each Dynavax common share Spencer held was exchanged for the $15.50 cash offer price. All of his outstanding stock options, restricted stock units (RSUs), and performance stock units (PSUs) were cancelled and converted into cash rights based on the offer price. PSU payouts were calculated assuming 150% of target performance, and portions of equity awards granted in 2025 remain subject to vesting, with 50% of related cash amounts scheduled to vest six months after the effective time.

Dynavax Technologies senior vice president and general counsel John L. Slebir filed a Form 4 detailing how his equity was treated in the company’s merger with Sanofi. Sanofi’s tender offer acquired all Dynavax common stock for $15.50 per share, with the merger becoming effective on February 10, 2026.

At the effective time, each share of Dynavax common stock held by Slebir was tendered for the cash offer price. All outstanding stock options, restricted stock units (RSUs), and performance stock units (PSUs) were cancelled and converted into rights to receive cash based on the offer price and award terms.

For PSUs and RSUs, the cash amount is generally calculated using the number of shares underlying the awards multiplied by the $15.50 offer price, with PSU performance deemed at 150% of target. For equity awards granted in 2025, half of the resulting cash is subject to continued vesting and is scheduled to vest six months after the merger’s effective time.

Dynavax Technologies VP and Chief Accounting Officer Joseph Metzinger reported automatic changes to his equity following the company’s merger with Sanofi. A Sanofi subsidiary acquired all Dynavax common shares for $15.50 per share in cash, and then merged into Dynavax on February 10, 2026, making Dynavax an indirect wholly owned subsidiary.

At the merger’s effective time, Metzinger’s 7,129 shares of common stock were tendered for the $15.50 cash consideration. In addition, 31,500 stock options and 25,455 restricted stock units were cancelled and converted into rights to receive cash based on the offer price, with portions of 2025 grants subject to continued vesting six months after the effective time. Following these transactions, the Form 4 shows zero shares and zero derivative securities beneficially owned.

Dynavax Technologies’ SVP and CFO Kelly MacDonald reported equity transactions tied to the company’s acquisition by Sanofi. Sanofi’s subsidiary completed a tender offer for all Dynavax common shares at $15.50 per share in cash and then merged into Dynavax on February 10, 2026.

At the merger’s effective time, MacDonald’s 60,204 shares of common stock were exchanged for the cash offer price. Performance stock units of 46,430 from a 2024 grant and 42,424 from a 2025 grant, multiple stock options covering amounts such as 350,000 and 90,500 shares, and restricted stock units of 15,476 and 28,283 shares were all cancelled and converted into cash based on the offer price, with portions of certain 2025 awards remaining subject to vesting six months after the merger.

Dynavax Technologies director Emilio Emini reported the cash-out of his equity awards in connection with the company’s merger with Sanofi. On February 10, 2026, Sanofi’s subsidiary completed a tender offer and merged with Dynavax, paying $15.50 per share in cash.

At the merger’s effective time, Emini’s 10,075 restricted stock units were cancelled and converted into the right to receive cash based on the number of underlying shares multiplied by $15.50. Two stock option grants covering 42,750 and 7,125 shares, respectively, became fully vested and were then cancelled for cash equal to the number of option shares multiplied by the excess of the $15.50 offer price over each option’s exercise price.

Dynavax Technologies director Myers Scott Dunseth reported the cash-out of his equity in connection with Dynavax’s merger with Sanofi. Under the Merger Agreement, Sanofi’s subsidiary acquired all Dynavax common shares for $15.50 per share in cash via a tender offer, followed by a merger completed on February 10, 2026.

At the merger’s effective time, each share of Dynavax common stock held by the director was tendered for the $15.50 cash offer price. All restricted stock units he held, whether vested or unvested, were cancelled and converted into the right to receive cash equal to the number of underlying shares multiplied by the $15.50 offer price. Each of his outstanding stock options first became fully vested and was then cancelled, with a cash right equal to the number of option shares multiplied by the excess of the $15.50 offer price over the option’s exercise price.