Sanofi secures majority of Dynavax (NASDAQ: DVAX) in $15.50 cash offer

Rhea-AI Filing Summary

Dynavax Technologies reports the final results of Sanofi’s tender offer to acquire the company. The offer expired on February 9, 2026, with 84,680,752 shares validly tendered, representing about 73.92% of outstanding shares, satisfying the minimum condition.

Sanofi’s acquisition vehicle has accepted these shares for payment at $15.50 per share in cash. Using Delaware’s Section 251(h), Sanofi plans to complete a short-form merger without a stockholder meeting, after which remaining Dynavax shares will be converted into the same cash consideration, the stock will be delisted from Nasdaq, and registration under the Exchange Act will be terminated.

Insights

M&A and corporate actions analyst

Sanofi’s tender offer for Dynavax passes conditions and moves to a cash merger.

The filing confirms that Sanofi’s subsidiary secured control of over 73% of Dynavax shares, above the minimum condition, by offering $15.50 per share in cash. This allows the buyer to use Delaware’s Section 251(h) short-form merger process.

Because the acquirer now holds enough shares, the remaining acquisition steps do not require a Dynavax stockholder meeting. At the effective time of the merger, all remaining eligible shares will be converted into the same cash consideration, and Dynavax will be delisted and deregistered.

For investors, this moves the transaction from conditional to effectively locked-in, with value realization centered on the stated cash price per share, subject to completion of remaining merger agreement conditions.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14D-9

(Amendment No. 4)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

Dynavax Technologies Corporation

(Name of Subject Company)

Dynavax Technologies Corporation

(Name of Person(s) Filing Statement)

Common Stock, $0.001 par value

(Title of Class of Securities)

268158201

(CUSIP Number of Class of Securities)

Ryan Spencer

Chief Executive Officer

Dynavax Technologies Corporation

2100 Powell Street, Suite 720

Emeryville, California 94608

(510) 848-5100

With copies to:

Barbara L. Borden

Bill Roegge

Steven M. Przesmicki

Cooley LLP

10265 Science Center Drive

San Diego, California 92121

(858) 550-6000

(Name, address, and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

This Amendment No. 4 (this “Amendment”) to Schedule 14D-9 amends and supplements the Schedule 14D-9 previously filed by Dynavax Technologies Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) on January 12, 2026 (as amended or supplemented from time to time, the “Schedule 14D-9”), with respect tender offer by Samba Merger Sub, Inc., a Delaware corporation (“Purchaser”) and an indirect wholly owned subsidiary of Sanofi, a French société anonyme (“Parent”), to purchase any and all of the issued and outstanding Shares of the Company for $15.50 per Share in cash, without interest, subject to any applicable withholding taxes, upon the terms and subject to the conditions set forth in that certain Offer to Purchase dated January 12, 2026 (together with any amendments or supplements thereto, the “Offer to Purchase”), and in the related Letter of Transmittal (together with any amendments or supplements thereto, the “Letter of Transmittal,” which, together with the Offer to Purchase, constitutes the “Offer”). The Offer is described in a Tender Offer Statement on Schedule TO (as amended or supplemented from time to time, the “Schedule TO”) filed by Parent and Purchaser with the SEC on January 12, 2026. The Offer to Purchase and the Letter of Transmittal have been filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule 14D-9, respectively, and are incorporated therein by reference.

Capitalized terms used in this Amendment but not defined herein shall have the respective meaning given to such terms in the Schedule 14D-9. Except to the extent specifically amended or supplemented as provided in this Amendment, the information set forth in the Schedule 14D-9 remains unchanged.

Item 8. Additional Information.

Item 8 of the Schedule 14D-9 is hereby amended and supplemented by adding the following new section before the section entitled “Item 8. Additional Information — (h) Cautionary Note Regarding Forward-Looking Statements” on page 60:

“Final Results of the Offer and Completion of the Merger

The Offer and withdrawal rights expired as scheduled at one minute following 11:59 P.M., Eastern Time, on February 9, 2026 (such date and time, the “Expiration Time”), and the Offer was not extended. Purchaser was advised by Continental Stock Transfer & Trust Company, which is the depository and paying agent for the Offer, that, as of the Expiration Time, a total of 84,680,752 Shares had been validly tendered into and not validly withdrawn pursuant to the Offer, which Shares represented approximately 73.92% of the aggregate number of Shares then outstanding. Accordingly, the number of Shares validly tendered and not validly withdrawn pursuant to the Offer satisfied the Minimum Condition.

Purchaser has irrevocably accepted for payment, and has stated it will promptly pay for, all Shares validly tendered and not validly withdrawn pursuant to the Offer.

As a result of its acceptance of the Shares tendered pursuant to the Offer and in accordance with Section 251(h) of the DGCL, Purchaser owns a number of Shares that is greater than the percentage of Shares that would be required to adopt the Merger Agreement by a vote of the stockholders of the Company. Pursuant to Section 251(h) of the DGCL, subject to the satisfaction of the remaining conditions set forth in the Merger Agreement, Parent and Purchaser intend to complete the acquisition of the Company through the Merger, as promptly as practicable and without a meeting of stockholders of the Company. At the Effective Time and as a result of the Merger, each Share issued and outstanding immediately prior to the Effective Time (other than (i) Shares held in the treasury of the Company (other than, in each case, Shares that are held in a fiduciary or agency capacity and are beneficially owned by third parties), (ii) Shares owned by Parent, the Company or any of their respective direct or indirect wholly owned subsidiaries (other than Purchaser), (iii) Shares irrevocably accepted by Purchaser for purchase in the Offer and (iv) Shares held by holders who are entitled to demand and properly exercise and perfect their respective demands for appraisal of such Shares in accordance with Section 262 of the DGCL) will be cancelled and converted into the right to receive the Offer Consideration, without interest and subject to any withholding of taxes required by applicable legal requirements.

Following the Merger, the Shares will no longer be listed on the Nasdaq Global Select Market and will be deregistered under the Exchange Act.”

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 10, 2026				Dynavax Technologies Corporation
				By:		/s/ Ryan Spencer
				Name:		Ryan Spencer
				Title:		Chief Executive Officer

FAQ

What did Dynavax (DVAX) disclose about the Sanofi tender offer results?

Dynavax disclosed that Sanofi’s subsidiary received 84,680,752 Dynavax shares in its tender offer, representing about 73.92% of outstanding shares. This exceeded the minimum condition, allowing the acquisition to proceed toward completion under Delaware short-form merger rules.

What price are Dynavax (DVAX) shareholders receiving in the Sanofi acquisition?

Dynavax shareholders whose shares are purchased in the transaction will receive cash consideration of $15.50 per share, without interest and subject to applicable tax withholding. This same offer consideration will also apply to remaining eligible shares converted at the effective time of the merger.

How many Dynavax (DVAX) shares were tendered in the Sanofi offer and what percentage is that?

A total of 84,680,752 Dynavax shares were validly tendered and not withdrawn by the expiration. These tendered shares represented approximately 73.92% of the outstanding shares, which satisfied the minimum tender condition described in the merger agreement.

Will Dynavax (DVAX) hold a stockholder vote to approve the Sanofi merger?

Dynavax does not plan to hold a stockholder meeting to approve the merger. Because Sanofi’s subsidiary now holds more shares than required to approve the merger, Delaware Section 251(h) allows completion of a short-form merger without a separate stockholder vote.

What happens to remaining Dynavax (DVAX) shares after the Sanofi merger closes?

At the effective time of the merger, each outstanding Dynavax share (with limited exceptions) will be cancelled and converted into the right to receive $15.50 in cash. Afterward, Dynavax shares will be delisted from Nasdaq and deregistered under the Exchange Act.

Which Dynavax (DVAX) shares are excluded from conversion into cash in the merger?

Excluded shares include treasury shares, shares held by Sanofi, Dynavax or their wholly owned subsidiaries (other than the purchaser), shares already purchased in the tender offer, and shares whose holders properly demand appraisal rights under Delaware law instead of taking the cash consideration.