| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value EUR0.15 per share |
| (b) | Name of Issuer:
Valneva SE |
| (c) | Address of Issuer's Principal Executive Offices:
Ilot Saint-Joseph, Bureaux Convergence, 12ter Quai Perrache, Lyon,
FRANCE
, 69002. |
Item 1 Comment:
Introductory Statement:
This Amendment No. 4 (this "Amendment") is being filed by Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance Participations"), EPIC Bpifrance, a French public institution of industrial and commercial nature ("EPIC" ), Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance"), Caisse des Depots et consignations, a French special public entity (etablissement special) ("CDC") and CDC Croissance S.A., a societe anonyme incorporated under the laws of the Republic of France ("CDC Croissance") (collectively, the "Reporting Persons") pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
This Amendment relates to the Ordinary Shares, nominal value EUR0.15 per share (the "Ordinary Shares") of Valneva SE (the "Issuer").This Amendment amends and supplements the Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the "SEC") on November 16, 2022, as amended by: (i) Amendment No. 1 to Schedule 13D filed with the SEC on June 30, 2023; (ii) Amendment No. 2 to Schedule 13D filed with the SEC on September 20, 2024; and (iii) Amendment No. 3 to Schedule 13D filed with the SEC on September 5, 2025 (collectively, as amended, the "Schedule 13D").
Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. |
| Item 2. | Identity and Background |
|
| (c) | Information concerning the executive officers and directors of Bpifrance Participations, EPIC, Bpifrance, CDC and CDC Croissance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference. |
| (d) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). |
| (e) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Since the filing of Amendment No. 3, Bpifrance Participations has sold 1,125,048 Ordinary Shares. Bpifrance Participations sold the amount of Ordinary Shares on the date and at the price set forth below in open market transactions. Unless otherwise noted, the sales of the Ordinary Shares were sold in multiple transactions at varying prices. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this Schedule 13D.
February 19, 2026:
- 16,150 Ordinary Shares at a weighted average price of EUR4.87 per share (multiple transactions at prices ranging from EUR4.85 to EUR4.90, inclusive).
February 23, 2026:
- 85,690 Ordinary Shares at a weighted average price of EUR4.86 per share (multiple transactions at prices ranging from EUR4.85 to EUR4.88, inclusive).
February 24, 2026:
- 458,876 Ordinary Shares at a weighted average price of EUR4.98 per share (multiple transactions at prices ranging from EUR4.85 to EUR5.08, inclusive).
February 25, 2026:
- 107,878 Ordinary Shares at a weighted average price of EUR5.08 per share (multiple transactions at prices ranging from EUR5.00 to EUR5.14, inclusive).
February 27, 2026:
- 200,000 Ordinary Shares at a price of EUR4.88 per(block trade).
March 4, 2026
- 21,568 Ordinary Shares at a weighted average price of EUR4.86 per share (multiple transactions at prices ranging from EUR4.85 to EUR4.89, inclusive).
March 5, 2026
- 1,577 Ordinary Shares at a weighted average price of EUR4.85 per share (multiple transactions at prices ranging from EUR4.85 to EUR4.85, inclusive).
Since the filing of Amendment No. 3, CDC has acquired 364,705 Ordinary Shares. CDC purchased the amount of Ordinary Shares on the date and at the price set forth below in open market transactions. Unless otherwise noted, the purchases of the Ordinary Shares were purchased in multiple transactions at varying prices. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the ranges set forth in this Schedule 13D.
February 16, 2026:
- 362,830 Ordinary Shares at a weighted average price of EUR4.28 per share (multiple transactions at prices ranging from EUR4.19 to EUR4.40, inclusive).
February 17, 2026:
- 137,170 Ordinary Shares at a weighted average price of EUR4.35 per share (multiple transactions at prices ranging from EUR4.34 to EUR4.39, inclusive).
March 2, 2026:
- 31,675 Ordinary Shares at a weighted average price of EUR4.60 per share (multiple transactions at prices ranging from EUR4.59 to EUR4.60, inclusive).
March 3, 2026:
- 68,325 Ordinary Shares at a weighted average price of EUR4.42 per share (multiple transactions at prices ranging from EUR4.29 to EUR4.60, inclusive).
All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, (i) Bpifrance Participations holds directly 7,514,838 Ordinary Shares and 15,029,676 Voting Rights, and (ii) CDC Croissance held, through CDC PME CROISSANCE, 4,915,517 Ordinary Shares and 4,915,517 Voting Rights.
As of the date hereof, none of Bpifrance, EPIC or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 7,514,838 Ordinary Shares and 15,029,676 Voting Rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 7,514,838 Ordinary Shares and 15,029,676 Voting Rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 7,514,838 Ordinary Shares and 15,029,676 Voting Rights, indirectly through its joint ownership and control of Bpifrance, (y) 4,915,517 Ordinary Shares and 4,915,517 Voting Rights, indirectly through its ownership of CDC Croissance and (z) 1,111 Ordinary Shares and 1,111 Voting Rights, indirectly through its ownership of CNP Assurances.
The ownership percentages are calculated based on 173,753,098 Ordinary Shares outstanding and 188,750,888 Voting Rights as of January 31, 2026, as reported by the Issuer. The voting rights outstanding have been revised to take into account any extinguished double voting rights from the sale of Ordinary Shares by Bpifrance Participations. The amount of outstanding Ordinary Shares and Voting Rights disclosed above is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. Using the French law requirements, the Issuer has 173,877,420 outstanding Ordinary Shares and 188,875,210 outstanding Voting Rights, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 4.3% of the Issuer's outstanding Ordinary Shares, and its Voting Rights represent approximately 8.0.% of outstanding Voting Rights, and (ii) CDC Croissance's Ordinary Share holdings represent approximately 2.8% of the Issuer's outstanding Ordinary Shares, and its Voting Rights represent approximately 2.6% of outstanding Voting Rights. |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
See the information contained on the cover pages of this Amendment, which is incorporated herein by reference. |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 is hereby incorporated by reference to this Item 5(c). Except as disclosed in this Amendment, there have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2. |
| Item 7. | Material to be Filed as Exhibits. |
| | EX 99.1 - Joint Filing Agreement, dated as of September 19, 2024, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Reporting Person's Schedule 13D/A filed on September 20, 2024)
EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons |
