Sanofi buyout converts Dynavax (DVAX) SVP equity awards into cash

Rhea-AI Filing Summary

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.

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^*

Slebir John L

(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)
	SVP General Counsel

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)		69,634	D	(3)	0	D
Common Stock - Performance Stock Units	02/10/2026		A		50,000	A	(4)	50,000	D
Common Stock - Performance Stock Units	02/10/2026		D(1)(2)		50,000	D	(5)	0	D
Common Stock - Performance Stock Units	02/10/2026		A		42,424	A	(6)	42,424	D
Common Stock - Performance Stock Units	02/10/2026		D(1)(2)		42,424	D	(5)	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)	$9.29	02/10/2026		D(1)(2)			300,000	(7)	(7)	Common Stock	300,000	(7)	0	D
Stock Option (Right to Buy)	$12.74	02/10/2026		D(1)(2)			80,000	(7)	(7)	Common Stock	80,000	(7)	0	D
Stock Option (Right to Buy)	$11.12	02/10/2026		D(1)(2)			88,000	(7)	(7)	Common Stock	88,000	(7)	0	D
Stock Option (Right to Buy)	$12.48	02/10/2026		D(1)(2)			70,000	(7)	(7)	Common Stock	70,000	(7)	0	D
Stock Option (Right to Buy)(8)	$12.69	02/10/2026		D(1)(2)			70,000	(7)	(7)	Common Stock	70,000	(7)	0	D
Restricted Stock Units	(9)	02/10/2026		D(1)(2)			16,666	(10)	(10)	Common Stock	16,666	(10)	0	D
Restricted Stock Units	(11)	02/10/2026		D(1)(2)			28,283	(10)	(10)	Common Stock	28,283	(10)	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. Represents performance-based restricted stock units ("PSUs") previously granted to the Reporting Person in 2024, which vest based on how the Issuer's total stockholder return compares to the total stockholder return of an indexed group of companies ("rTSR") over a performance period ending on December 31, 2026.

5. Pursuant to the terms of the Merger Agreement, at the Effective Time, each PSU 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 PSU award immediately prior to the Effective Time based on attainment of the performance goal at 150% of the target level, without regard to vesting, multiplied by (ii) the Offer Price, except that in the case of any PSU award that was granted in calendar year 2025, 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. Represents PSUs previously granted to the Reporting Person in 2025, which vest based on rTSR over a performance period ending on December 31, 2027.

7. 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.

8. The stock option was granted to the Reporting Person in 2025.

9. The restricted stock units ("RSUs") were granted on February 15, 2024, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 15, 2024.

10. 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.

11. The RSUs were granted on February 13, 2025, and were originally scheduled to vest over three years, with 1/3 vesting on each anniversary of February 13, 2025.

	/s/ John L. Slebir	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What does the DVAX Form 4 filed by John L. Slebir report?

The Form 4 reports how John L. Slebir’s Dynavax equity was treated in the Sanofi acquisition. His common stock, options, RSUs, and PSUs were tendered or cancelled and converted into cash rights tied to Sanofi’s $15.50 per share offer price and specific vesting terms.

What are the key terms of Sanofi’s acquisition of Dynavax Technologies (DVAX)?

Sanofi, through a wholly owned subsidiary, completed a tender offer for all Dynavax common shares at $15.50 per share in cash. On February 10, 2026, the acquisition closed via a merger, making Dynavax an indirect wholly owned subsidiary of Sanofi under the agreed Merger Agreement.

How were John Slebir’s stock options treated in the Dynavax–Sanofi merger?

At the merger effective time, each outstanding stock option was cancelled and converted into a right to cash. The cash amount equals shares subject to the option multiplied by the excess of the $15.50 offer price over the exercise price, with portions of 2025 grants subject to six‑month vesting.

What happened to John Slebir’s RSUs and PSUs in the DVAX merger with Sanofi?

All outstanding RSU and PSU awards were cancelled at the merger effective time and converted into cash rights. The cash generally equals underlying shares multiplied by the $15.50 offer price, with PSUs valued at 150% of target and certain 2025 awards 50% subject to post‑closing vesting.

How are 2025 equity awards for the DVAX SVP General Counsel vesting after the Sanofi deal?

For stock options, RSUs, and PSUs granted in 2025 that remained unvested at closing, half of the related cash payout is subject to ongoing vesting. That 50% portion is scheduled to vest six months after the February 10, 2026 effective time, as outlined in the Merger Agreement.

What happened to John Slebir’s Dynavax common stock in the Sanofi acquisition?

Each share of Dynavax common stock held by John Slebir was tendered for $15.50 in cash under Sanofi’s offer. At the merger effective time, all of his common shares were exchanged for this per‑share cash consideration, eliminating his reported post‑transaction common stock holdings.