Novack David F 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) President David Novack Sells Shares in Sanofi Merger
What Happened
David F. Novack, President & COO of Dynavax (DVAX), reported multiple transactions tied to the Sanofi merger that became effective on Feb 10, 2026. He tendered 63,334 shares of common stock for the $15.50 per‑share offer price (cash ≈ $981,677). Two RSU awards of 67,860 and 56,364 share equivalents were cancelled and converted into cash consideration (≈ $1,051,830 and ≈ $873,642, respectively) and immediately surrendered to the issuer. In addition, a set of equity awards and option/derivative positions totaling 848,196 share‑equivalents were cancelled or converted into cash under the merger agreement; cash amounts for option conversions depend on each option’s exercise price and were not disclosed in the filing.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger/tender). Offer Price: $15.50 per common share.
- Direct common stock tendered: 63,334 shares → ≈ $981,677 cash.
- RSUs converted/surrendered: 67,860 and 56,364 share equivalents → ≈ $1,051,830 and ≈ $873,642 cash.
- Other derivative/award cancellations reported (totaling 848,196 share‑equivalents) were settled under the Merger Agreement; option cash settlement values depend on strike prices (not shown).
- Material footnotes: (a) All common shares held were tendered for $15.50/share (F2, F3); (b) RSUs/PSUs were cancelled and converted to cash per the Merger Agreement, with certain 2025 awards subject to 50% deferred vesting and scheduled to vest 6 months after the Effective Time (F5, F10); (c) outstanding options were converted into cash based on Offer Price minus exercise price, and many became fully vested immediately prior to the Effective Time (F7).
- Filing covers merger‑related transactions reported on the Form 4 dated Feb 10, 2026 (no indication in the filing of a late report).
Context
- These transactions are merger‑related cash settlements (change of control), not discretionary open‑market buys or routine insider sales. Cash treatment differs by award type: RSUs/PSUs generally convert at share‑equivalent × $15.50 (with some 2025 awards partially deferred), while options convert to cash equal to (Offer Price − exercise price) × number of option shares.
- Such merger conversions are administrative/contractual outcomes of the Merger Agreement and are not a straightforward bullish/bearish signal like an open‑market purchase or voluntary sale.
Insider Transaction Report
Form 4Exit
Novack David F
President & COO
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-10−63,334→ 0 total - Award
Common Stock - Performance Stock Units
[F4]2026-02-10+67,860→ 67,860 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−67,860→ 0 total - Award
Common Stock - Performance Stock Units
[F6]2026-02-10+56,364→ 56,364 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−56,364→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−150,000→ 0 totalExercise: $6.80→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−150,000→ 0 totalExercise: $9.41→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−150,000→ 0 totalExercise: $12.74→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−150,000→ 0 totalExercise: $11.12→ Common Stock (150,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−95,000→ 0 totalExercise: $12.48→ Common Stock (95,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F8][F1][F2][F7]2026-02-10−93,000→ 0 totalExercise: $12.69→ Common Stock (93,000 underlying) - Disposition to Issuer
Restricted Stock Units
[F9][F1][F2][F10]2026-02-10−22,620→ 0 total→ Common Stock (22,620 underlying) - Disposition to Issuer
Restricted Stock Units
[F11][F1][F2][F10]2026-02-10−37,576→ 0 total→ Common Stock (37,576 underlying)
Footnotes (11)
- [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").
- [F10]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.
- [F11]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.
- [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]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.
- [F5]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.
- [F6]Represents PSUs previously granted to the Reporting Person in 2025, which vest based on rTSR over a performance period ending on December 31, 2027.
- [F7]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.
- [F8]The stock option was granted to the Reporting Person in 2025.
- [F9]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.
Signature
David F. Novack, by /s/ Trevor Dutcher, Attorney-in-fact|2026-02-10