Novack David F 4

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.