[SCHEDULE 13D/A] Valneva SE American SEC Filing

Rhea-AI Filing Summary

Bpifrance Participations, EPIC Bpifrance, Bpifrance S.A., Caisse des de9pf4ts et consignations (CDC) and CDC Croissance filed Amendment No. 3 to their Schedule 13D reporting positions in Valneva SE ordinary shares.

The filing shows Bpifrance Participations directly holds 8,639,886 ordinary shares and 17,259,364 voting rights; CDC Croissance holds 4,550,812 ordinary shares and voting rights. Aggregate voting rights reported for certain Reporting Persons are higher due to indirect holdings and joint ownership structures, with CDC reported as holding 21,810,176 voting rights. The percentages are calculated on 171,730,534 ordinary shares outstanding and 187,854,877 voting rights under U.S. law, producing a 9.2% voting-rights stake for Bpifrance Participations and an 11.6% voting-rights stake for CDC.

The Reporting Persons state the shares were acquired for investment purposes and that the apparent reduction in their percentage ownership results solely from an increase in outstanding shares, not from sales by the Reporting Persons. No reportable transactions occurred in the last 60 days and no plans currently exist for the corporate actions listed in Schedule 13D instructions, though they reserve the right to change investment intent.

Positive

• Transparent disclosure of direct and indirect shareholdings and voting rights by public investors
• No reportable transactions in the last 60 days, indicating holding stability
• Clear statement that change in ownership percentage is due to an increase in outstanding shares, not disposals

Negative

• Dilution of ownership percentages for the Reporting Persons resulting from an increase in outstanding Ordinary Shares
• Material voting influence (e.g., 17,259,364 voting rights for Bpifrance Participations) could affect corporate decisions despite declared passive intent

Insights

Financial Analyst

TL;DR: Large French public investors disclose a meaningful voting stake in Valneva; change is dilution-driven, not due to sales.

The filing documents passive, investment-motivated holdings by major French public entities totaling material voting influence in Valneva, with Bpifrance Participations holding 17,259,364 voting rights and CDC reporting 21,810,176 voting rights. The amendment attributes the decline in percentage ownership solely to an increase in the issuer's outstanding shares rather than disposals, which limits immediate market-signaling risk. For investors, the key takeaway is sustained insider-aligned public ownership but no active control or takeover intent disclosed. The absence of reportable transactions in the last 60 days further supports a stable holding posture.

Corporate Governance Expert

TL;DR: Public-sector shareholders maintain significant voting power but declare only investment intent and reserve flexibility to engage with management.

The amendment clarifies beneficial ownership and voting rights that could influence shareholder meetings given the concentrated voting stakes reported. The Reporting Persons explicitly retain the right to change investment intent and to discuss potential actions with management or third parties, which is standard language but signals optional future engagement. No current proposals or plans are disclosed, reducing immediate governance disruption risk, yet the documented voting weight warrants attention around future AGM votes or strategic proposals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Valneva SE

(Name of Issuer)

Ordinary Shares, nominal value EUR0.15 per share

(Title of Class of Securities)

92025Y103

(CUSIP Number)

Sophie Paquin
6-8, boulevard Haussmann,
Paris, I0, 75009
33 6 37 85 94 06

John Partigan Lloyd Spencer
Nixon Peabody LLP, 799 9 Street NW Ste 500
Washington, DC, 20001
202-585-8000

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/29/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 92025Y103

1

Name of reporting person

Bpifrance Participations S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,259,364.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,639,886.00

11

Aggregate amount beneficially owned by each reporting person

17,259,364.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 8,639,886 Ordinary Shares and has 17,259,364 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 187,854,877 voting rights outstanding as of August 31, 2025.

SCHEDULE 13D

CUSIP No. 92025Y103

1

Name of reporting person

EPIC Bpifrance

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,259,364.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,639,886.00

11

Aggregate amount beneficially owned by each reporting person

17,259,364.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 8,639,886 Ordinary Shares and has 17,259,364 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 187,854, 877 voting rights outstanding as of August 31, 2025.

SCHEDULE 13D

CUSIP No. 92025Y103

1

Name of reporting person

Bpifrance S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 17,259,364.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,639,886.00

11

Aggregate amount beneficially owned by each reporting person

17,259,364.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.2 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 8,639,886 Ordinary Shares and has 17,259,364 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 187,854, 877 voting rights outstanding as of August 31, 2025.

SCHEDULE 13D

CUSIP No. 92025Y103

1

Name of reporting person

Caisse des depots et consignations

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 21,810,176.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 13,190,698.00

11

Aggregate amount beneficially owned by each reporting person

21,810,176.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.6 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 13,190,698 Ordinary Shares and has 21,810,176 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 187,854, 877 voting rights outstanding as of August 31, 2025.

SCHEDULE 13D

CUSIP No. 92025Y103

1

Name of reporting person

CDC Croissance S.A.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

FRANCE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 4,550,812.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 4,550,812.00

11

Aggregate amount beneficially owned by each reporting person

4,550,812.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 4,550,812 Ordinary Shares and has 4,550,812 voting rights related to such shares. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 187,854, 877 voting rights outstanding as of August 31, 2025.

SCHEDULE 13D

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: 6 rue Alain Bombard, Saint-Herblain, FRANCE , 44800.
Item 1 Comment: Introductory Statement: This Amendment No. 3 (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; and (ii) Amendment No. 2 to Schedule 13D filed with the SEC on September 20, 2024 (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: 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 8,639,886 Ordinary Shares and 17,259,364 Voting Rights, and (ii) CDC Croissance held, through CDC PME CROISSANCE, 4,550,812 Ordinary Shares and 4,550,812 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 8,639,886 Ordinary Shares and 17,259,364 Voting Rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 8,639,886 Ordinary Shares and 17,259,364 Voting Rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 8,639,886 Ordinary Shares and 17,259,364 Voting Rights, indirectly through its joint ownership and control of Bpifrance, (y) 4,550,812 Ordinary Shares and 4,550,812 Voting Rights, indirectly through its ownership of CDC Croissance and (z) 708 Ordinary Shares and 708 Voting Rights, indirectly through its ownership of CNP Assurances. This Amendment is being filed to reflect a decrease in the Reporting Persons' percentage ownership of the Issuer's Ordinary Shares and Voting Rights, which resulted solely from an increase in the number of Ordinary Shares and Voting Rights outstanding since the filing of Amendment No. 2 to Schedule 13D and is not due to any transactions in the Ordinary Shares by the Reporting Persons. The ownership percentages are calculated based on 171,730,534 Ordinary Shares outstanding and 187,854, 877 Voting Rights as of August 31, 2025, as reported by the Issuer. The amount of outstanding Ordinary Shares and Voting Rights disclosed in the prior sentence 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 171,854,856 outstanding Ordinary Shares and 187,980,079 outstanding Voting Rights, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 5.0% of the Issuer's outstanding Ordinary Shares, and its Voting Rights represent approximately 9.2% of outstanding Voting Rights, and (ii) CDC Croissance's Ordinary Share holdings represent approximately 2.6% of the Issuer's outstanding Ordinary Shares, and its Voting Rights represent approximately 2.4% 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: 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

SIGNATURE

After reasonable 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.

Bpifrance Participations S.A.

Signature:	Sophie Paquin
Name/Title:	Director of Legal Affairs
Date:	09/04/2025

EPIC Bpifrance

Signature:	Sophie Paquin
Name/Title:	Director of Legal Affairs
Date:	09/04/2025

Bpifrance S.A.

Signature:	Boubakar Dione
Name/Title:	Group Director of Legal Affairs
Date:	09/04/2025

Caisse des depots et consignations

Signature:	Laurence Giraudon
Name/Title:	Chief Operating Officer, Finance and Operations Department, Asset Management Division
Date:	09/04/2025

CDC Croissance S.A.

Signature:	Aude de Lardemelle
Name/Title:	Executive Director
Date:	09/04/2025

FAQ

What stake does Bpifrance hold in Valneva (VALN)?

Bpifrance Participations directly holds 8,639,886 ordinary shares and 17,259,364 voting rights, representing approximately 9.2% of voting rights under the filing's U.S. law calculation.

Why did the Reporting Persons' percentage ownership decrease?

The filing states the decrease in percentage ownership resulted solely from an increase in outstanding Ordinary Shares and Voting Rights and not from any sales by the Reporting Persons.

Does the amendment indicate any planned corporate actions by the Reporting Persons?

No specific plans or proposals are currently disclosed; the Reporting Persons state their holdings are for investment purposes but reserve the right to change intent and engage with management.

Have there been recent transactions in VALN shares by these Reporting Persons?

The amendment states there have been no reportable transactions in the last 60 days by the Reporting Persons.

How are ownership percentages calculated in this filing?

Percentages are based on 171,730,534 ordinary shares outstanding and 187,854,877 voting rights under U.S. law as of August 31, 2025, per the filing.