Sanofi buyout: Dynavax (DVAX) VP’s equity converted to $15.50 cash

Rhea-AI Filing Summary

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.

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^*

Metzinger Joseph Anthony

(Last) (First) (Middle)

C/O DYNAVAX TECHNOLOGIES

2100 POWELL STREET, 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	VP, Chief Accounting Officer

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)		7,129	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)(4)	$9.85	02/10/2026		D(1)(2)			31,500	(5)	(5)	Common Stock	31,500	(5)	0	D
Restricted Stock Units	(6)	02/10/2026		D(1)(2)			25,455	(7)	(7)	Common Stock	25,455	(7)	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. The stock option was granted to the Reporting Person in 2025.

5. Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time (other than a stock option granted in calendar year 2025 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, except that in the case of any portion of a stock option granted in calendar year 2025 that remained unvested as of the immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.

6. The RSUs were granted on May 12, 2025, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of May 12, 2025.

7. Pursuant to the terms of the Merger Agreement, at the Effective Time, each RSU award that was outstanding as of immediately prior to the Effective Time, 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, except that in the case of any portion of an RSU award granted in calendar year 2025 that remained unvested as of immediately prior to the Effective Time, 50% of such cash amount is subject to vesting requirements and scheduled to vest 6 months after the Effective Time, as described in the Merger Agreement.

	Joseph Metzinger, 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.
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FAQ

What insider transaction did Dynavax (DVAX) disclose for Joseph Metzinger?

Dynavax disclosed that VP and Chief Accounting Officer Joseph Metzinger had all reported equity automatically cashed out in connection with the Sanofi merger. His common shares, stock options, and restricted stock units were cancelled or tendered and converted into cash rights at the agreed offer price.

How many Dynavax (DVAX) common shares did Joseph Metzinger tender in the merger?

Joseph Metzinger tendered 7,129 shares of Dynavax common stock in the merger. Under the Merger Agreement, each share was exchanged for $15.50 in cash, without interest, subject to tax withholding, when the Sanofi subsidiary completed its tender offer and merger with Dynavax.

What happened to Joseph Metzinger’s Dynavax (DVAX) stock options in the Sanofi deal?

Metzinger’s 31,500 Dynavax stock options were cancelled at the merger’s effective time and converted into rights to receive cash. The cash amount equals the option shares multiplied by the excess of the $15.50 offer price over each option’s exercise price, with part of 2025 grants vesting later.

How were Joseph Metzinger’s Dynavax (DVAX) RSUs treated in the merger?

His 25,455 restricted stock units, granted on May 12, 2025, were cancelled at the effective time and converted into cash rights. The amount equals the RSU share count times the $15.50 offer price, with 50% of unvested 2025 RSUs scheduled to vest six months post‑merger.

Does Joseph Metzinger still beneficially own Dynavax (DVAX) securities after the Sanofi merger?

According to the Form 4, Metzinger beneficially owns zero shares and zero derivative securities after the reported transactions. His common stock, stock options, and RSUs were either tendered or cancelled and converted into cash rights at the merger’s effective time under the Merger Agreement.

What are the key terms of the Dynavax (DVAX) sale to Sanofi referenced in this Form 4?

The Form 4 references a tender offer and merger under which a Sanofi subsidiary acquired all Dynavax common stock for $15.50 per share in cash. On February 10, 2026, the subsidiary merged into Dynavax, leaving Dynavax as an indirect wholly owned subsidiary of Sanofi.