Deep Track exits Dynavax (NASDAQ: DVAX) with 15.7M shares tendered at $15.50

Rhea-AI Filing Summary

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.

Insights

Equity capital markets analyst

Large shareholder exits via tender offer as Dynavax becomes a Sanofi subsidiary.

The transaction shows a major holder, Deep Track Biotechnology Master Fund, Ltd., tendering 15,726,349 Dynavax shares into Sanofi’s cash offer at $15.50 per share. This aligns with a completed merger in which Dynavax becomes an indirect wholly owned subsidiary of Sanofi.

The disposition is part of a negotiated change-of-control process, not an open-market sale, so it reflects deal completion rather than shifting investor sentiment. Deep Track Capital, LP and David Kroin may be deemed beneficial owners but disclaim ownership beyond their pecuniary interests, indicating this was executed at the fund level.

Form 4 data confirms that after the tender-offer disposition on February 10, 2026, the reported beneficial holding for this position fell to zero shares. Any future information on integration or post-merger strategy would appear in subsequent disclosures from Sanofi or the surviving Dynavax entity.

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

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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^*

Deep Track Biotechnology Master Fund, Ltd.

(Last) (First) (Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVE

(Street)

GEORGE TOWN E9 KY1-9001

(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	X	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)

	Form filed by One Reporting Person
X	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, par value $0.001 per share	02/10/2026		U(1)		15,726,349	D	(1)	0	D(2)

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

1. Name and Address of Reporting Person^*

Deep Track Biotechnology Master Fund, Ltd.

(Last) (First) (Middle)

C/O WALKERS CORPORATE LIMITED

190 ELGIN AVE

(Street)

GEORGE TOWN E9 KY1-9001

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Deep Track Capital, LP

(Last) (First) (Middle)

200 GREENWICH AVENUE, 3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

KROIN DAVID

(Last) (First) (Middle)

C/O DEEP TRACK CAPITAL, LP,

200 GREENWICH AVENUE, 3RD FLOOR

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

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"). 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 share of Common Stock held by the Reporting Persons were tendered in exchange for the Offer Price.

2. Represents securities held by Deep Track Biotechnology Master Fund, Ltd. Deep Track Capital, LP is the investment manager of Deep Track Biotechnology Master Fund, Ltd. Mr. David Kroin is the managing member of Deep Track Capital GP, LLC, the general partner of Deep Track Capital, LP, and by virtue of such status may be deemed to be the beneficial owner of the shares owned by Deep Track Biotechnology Master Fund, Ltd. Deep Track Capital, LP and Mr. Kroin disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests.

	Deep Track Biotechology Master Fund, Ltd. /s/ David Kroin, Director	02/11/2026
	Deep Track Capital, LP /s/ David Kroin, Managing Member of the General Partner of the Investment Adviser	02/11/2026
	/s/ David Kroin	02/11/2026
	** 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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** 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.
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FAQ

What insider transaction did Deep Track report in Dynavax (DVAX) on February 10, 2026?

Deep Track Biotechnology Master Fund, Ltd. reported disposing of 15,726,349 Dynavax common shares on February 10, 2026. The shares were tendered into a cash offer at $15.50 per share as part of a merger in which a Sanofi subsidiary combined with Dynavax.

How many Dynavax (DVAX) shares were tendered by the Deep Track entities?

The Form 4 shows 15,726,349 Dynavax common shares tendered in a single transaction. These shares were exchanged for $15.50 per share in cash under an Agreement and Plan of Merger involving Sanofi and its subsidiary, which resulted in Dynavax becoming an indirect wholly owned subsidiary.

What price did Dynavax (DVAX) shareholders receive in the Sanofi tender offer?

The tender offer provided $15.50 in cash per Dynavax common share, without interest and subject to tax withholding. Deep Track’s reported 15,726,349 shares were exchanged at this offer price when Sanofi’s subsidiary merged with Dynavax on February 10, 2026, completing the change of control.

What happened to Dynavax (DVAX) after the merger with Sanofi’s subsidiary?

After the merger closed, the acquiring Sanofi subsidiary merged into Dynavax, and Dynavax survived as an indirect wholly owned subsidiary of Sanofi. At the effective time, each Dynavax common share held by the reporting persons was tendered for $15.50 in cash under the Merger Agreement.

Who is reported as the beneficial owner of the Dynavax (DVAX) shares on this Form 4?

The shares are reported as held by Deep Track Biotechnology Master Fund, Ltd. Deep Track Capital, LP is its investment manager, and David Kroin is managing member of the general partner. They may be deemed beneficial owners but disclaim ownership beyond their respective pecuniary interests.

Did the Deep Track entities retain any Dynavax (DVAX) shares after the tender offer?

The Form 4 indicates zero Dynavax common shares beneficially owned after the reported transaction. All 15,726,349 shares covered by this filing were tendered for $15.50 per share in cash at the merger’s effective time, eliminating this reported ownership position.