Dynavax (DVAX) director’s shares, RSUs and options cashed out at $15.50 in Sanofi merger

Rhea-AI Filing Summary

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.

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Myers Scott Dunseth

(Last) (First) (Middle)

C/O DYNAVAX TECHNOLOGIES CORP.

2100 POWELL STREET, SUITE 900

(Street)

EMERYVILLE CA 94608

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DYNAVAX TECHNOLOGIES CORP [ DVAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

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	02/10/2026		U(1)(2)		3,800	D	(3)	0	D
Common Stock - Restricted Stock Units	02/10/2026		D(1)(2)		31,204	D	(4)	0	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
Stock Option (Right to Buy)	$17.55	02/10/2026		D(1)(2)			45,000	(5)	(5)	Common Stock	45,000	(5)	0	D
Stock Option (Right to Buy)	$11.68	02/10/2026		D(1)(2)			16,875	(5)	(5)	Common Stock	16,875	(5)	0	D
Stock Option (Right to Buy)	$11.2	02/10/2026		D(1)(2)			22,500	(5)	(5)	Common Stock	22,500	(5)	0	D
Stock Option (Right to Buy)	$11.85	02/10/2026		D(1)(2)			22,500	(5)	(5)	Common Stock	22,500	(5)	0	D
Stock Option (Right to Buy)	$10.18	02/10/2026		D(1)(2)			28,500	(5)	(5)	Common Stock	28,500	(5)	0	D

Explanation of Responses:

1. This Form 4 reports securities transacted pursuant to the Agreement and Plan of Merger (the "Merger Agreement") by and among the Issuer, SANOFI, a French societe anonyme ("Parent"), and Samba Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Purchaser").

2. Pursuant to the Merger Agreement, Purchaser completed a tender offer to acquire all of the issued and outstanding shares of common stock of the Issuer, par value $0.001 per share (the "Common Stock"), for $15.50 per share (the "Offer Price"), in cash, without interest and subject to any applicable withholding of taxes. On February 10, 2026, Purchaser merged with and into the Issuer, with the Issuer surviving as an indirect wholly owned subsidiary of Parent (the effective time of such merger, the "Effective Time").

3. Pursuant to the terms of the Merger Agreement, at the Effective Time, each share of Common Stock held by the Reporting Person was tendered in exchange for the Offer Price.

4. Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") award that was outstanding as of immediately prior to the Effective Time held by the Reporting Person, whether vested or unvested, was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares issuable in settlement of such RSU award immediately prior to the Effective Time without regard to vesting, multiplied by (ii) the Offer Price.

5. Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time held by the Reporting Person became fully vested immediately prior to the Effective Time, and (ii) at the Effective Time, each stock option that was outstanding as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to (i) the number of shares subject to such stock option immediately prior to the Effective Time, without regard to vesting, multiplied by (ii) the excess of the Offer Price over the exercise price per share of such stock option.

	Scott Dunseth Myers, by /s/ Trevor Dutcher, Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did DVAX director Myers Scott Dunseth report on February 10, 2026?

He reported the cash-out of his Dynavax equity holdings tied to the Sanofi merger. His common shares, restricted stock units, and stock options were all cancelled or tendered and converted into cash rights based on the $15.50 per share offer price.

How much did Sanofi agree to pay per share in the Dynavax (DVAX) merger?

Sanofi, through a subsidiary, agreed to pay $15.50 per Dynavax common share in cash. This price applied in the tender offer and to the cash amounts used to settle the director’s restricted stock units and in-the-money portions of his stock options at the merger’s effective time.

What happened to DVAX common shares held by the reporting director in the Sanofi merger?

Each share of Dynavax common stock held by the director was tendered for $15.50 in cash. This followed completion of Sanofi’s tender offer and the subsequent merger, after which Dynavax became an indirect wholly owned subsidiary of Sanofi, eliminating his reported common share holdings.

How were Dynavax (DVAX) restricted stock units treated for the director in this merger?

All restricted stock unit awards held by the director were cancelled at the merger’s effective time. Each award was converted into a right to receive cash equal to the total underlying shares immediately prior to the effective time multiplied by the $15.50 offer price, regardless of vesting status.

What happened to the DVAX stock options reported on this Form 4?

Each stock option held by the director became fully vested just before the effective time, then was cancelled. For each option, he became entitled to cash equal to the number of option shares multiplied by the excess of the $15.50 offer price over the option’s exercise price per share.

Did Myers Scott Dunseth retain any Dynavax (DVAX) equity after the Sanofi merger?

According to the Form 4 tables, his reported holdings of common stock, restricted stock units, and stock options all went to zero after these transactions. His equity interests were replaced by cash rights calculated using the $15.50 per share offer price and applicable option exercise prices.