STOCK TITAN

Dynavax (DVAX) director’s RSUs and options cashed out in Sanofi buyout

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Dynavax Technologies director Lauren Silvernail reported the cash-out of her equity awards in connection with 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, leaving Dynavax as an indirect wholly owned subsidiary.

At the merger’s effective time, 10,075 restricted stock units held by Silvernail were cancelled and converted into the right to receive cash equal to the shares underlying the RSUs multiplied by the $15.50 offer price. Two stock option grants covering 42,750 and 7,125 Dynavax shares first became fully vested, then were cancelled and converted into cash based on the number of underlying shares and the excess of the $15.50 offer price over each option’s exercise price. Following these transactions, the Form 4 shows 0 units and 0 options remaining beneficially owned.

Positive

  • None.

Negative

  • None.
Insider SILVERNAIL LAUREN P
Role Director
Type Security Shares Price Value
Disposition Stock Option (Right to Buy) 42,750 $0.00 --
Disposition Stock Option (Right to Buy) 7,125 $0.00 --
Disposition Common Stock - Restricted Stock Units 10,075 $0.00 --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Direct); Common Stock - Restricted Stock Units — 0 shares (Direct)
Footnotes (1)
  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"). 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"). 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. 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.
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
SILVERNAIL LAUREN P

(Last) (First) (Middle)
C/O DYNAVAX TECHNOLOGIES
2100 POWELL SREET, SUITE 720

(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 - Restricted Stock Units 02/10/2026 D(1)(2) 10,075 D (3) 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) $12.94 02/10/2026 D(1)(2) 42,750 (4) (4) Common Stock 42,750 (4) 0 D
Stock Option (Right to Buy) $10.18 02/10/2026 D(1)(2) 7,125 (4) (4) Common Stock 7,125 (4) 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 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.
4. 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.
Lauren Silvernail, by /s/ Trevor Dutcher, Attorney-in-Fact 02/10/2026
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider transaction did DVAX director Lauren Silvernail report on this Form 4?

Lauren Silvernail reported the cancellation and cash-out of Dynavax equity awards. Her 10,075 restricted stock units and two stock option grants for 42,750 and 7,125 shares were converted into cash rights at the merger effective time, leaving her with no remaining holdings in those awards.

How were Dynavax (DVAX) shares valued in the Sanofi acquisition?

Dynavax common stock was valued at a cash offer price of $15.50 per share. Sanofi’s wholly owned subsidiary completed a tender offer for all issued and outstanding shares at this price, then merged into Dynavax, which continues as an indirect wholly owned subsidiary of Sanofi.

What happened to Lauren Silvernail’s restricted stock units in the DVAX–Sanofi merger?

At the merger’s effective time, all restricted stock unit awards held by Lauren Silvernail were cancelled and converted into cash rights. The cash amount equals the number of shares issuable under each RSU award immediately before the merger multiplied by the $15.50 per-share offer price.

How were Dynavax (DVAX) stock options held by Lauren Silvernail treated in the merger?

Each stock option held by Lauren Silvernail became fully vested immediately before the effective time and was then cancelled. Each option was converted into a cash right equal to its underlying shares multiplied by the excess of the $15.50 offer price over the option’s exercise price.

Does Lauren Silvernail still hold Dynavax equity awards after these Form 4 transactions?

According to the Form 4, she no longer holds these reported awards. After the merger-related cancellation and cash conversion of 10,075 RSUs and stock options covering 42,750 and 7,125 shares, the number of derivative and non-derivative securities beneficially owned is listed as zero.

What corporate transaction triggered these DVAX insider equity changes?

The changes were triggered by Dynavax’s acquisition by Sanofi under an Agreement and Plan of Merger. Sanofi’s subsidiary first completed a tender offer for all Dynavax common shares at $15.50 per share, then merged into Dynavax on February 10, 2026.