KISNER DANIEL L 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) Director Daniel Kisner Tenders 184,329 Shares in Merger
What Happened
- Daniel L. Kisner, a director of Dynavax Technologies Corp. (DVAX), disposed of a total of 184,329 shares/award units on Feb 10, 2026 in connection with the company’s acquisition by Sanofi. Transactions include common-stock tender(s) and the cancellation/conversion of RSUs and stock options into cash under the merger agreement. The tender/offer price was $15.50 per share.
- If every unit were settled at the full offer price, the gross consideration would be about $2.86 million (184,329 × $15.50). Note: stock-option payouts are calculated as (Offer Price − exercise price) × number of option shares, so the actual cash received for option conversions will be lower and depends on their exercise prices.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger).
- Report filed: Form 4 dated/period 2026-02-10 (filed the same day).
- Total units disposed/tendered: 184,329 (includes 1,500 reported as change-of-control disposition and multiple dispositions to the issuer for common shares, RSUs and option conversions).
- Consideration: Offer price stated in Merger Agreement = $15.50 per share; RSUs converted at $15.50/share; options converted to cash equal to (15.50 − exercise price) per share.
- Shares/awards after transaction: Following the Effective Time, common shares were tendered and outstanding RSUs/options were cancelled/converted under the Merger Agreement, so the reporting person no longer holds those awards in the company.
- Footnotes: Transactions were made pursuant to the Agreement and Plan of Merger among Dynavax, Sanofi (Parent) and Purchaser. RSUs were cancelled and converted to cash; outstanding options fully vested immediately prior to the Effective Time and were cancelled and converted to cash as described above.
- Timeliness: Filing appears timely (Form 4 reports same effective date as the merger).
Context
- This activity is merger-driven, not an open-market sale or a voluntary buy/sell signal; RSUs and options were converted or cancelled per the deal terms.
- For options, the cash payout depends on each option’s exercise price; therefore the Form 4 lists share/unit counts rather than a single aggregate cash figure for options.
Insider Transaction Report
Form 4Exit
KISNER DANIEL L
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-10−1,500→ 0 total - Disposition to Issuer
Common Stock - Restricted Stock Units
[F1][F2][F4]2026-02-10−21,829→ 0 total - Disposition to Issuer
Stock Option (Right o Buy)
[F1][F2][F5]2026-02-10−15,000→ 0 totalExercise: $4.97→ Common Stock (15,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−25,000→ 0 totalExercise: $4.84→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−25,000→ 0 totalExercise: $8.20→ Common Stock (25,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−22,500→ 0 totalExercise: $11.68→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−22,500→ 0 totalExercise: $11.20→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−22,500→ 0 totalExercise: $11.85→ Common Stock (22,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F5]2026-02-10−28,500→ 0 totalExercise: $10.18→ Common Stock (28,500 underlying)
Footnotes (5)
- [F1]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").
- [F2]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").
- [F3]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.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") award that was outstanding as of immediately prior to the Effective Time held by the Reporting Person, 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.
- [F5]Pursuant to the terms of the Merger Agreement, (i) each stock option that was outstanding as of immediately prior to the Effective Time held by the Reporting Person 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.
Signature
/s/ Daniel L. Kisner, by /s/ Trevor Dutcher, Attorney-in-Fact|2026-02-10