Spencer Ryan 4
4 · DYNAVAX TECHNOLOGIES CORP · Filed Feb 10, 2026
Research Summary
AI-generated summary of this filing
Dynavax (DVAX) CEO Spencer Ryan Cashes Out ~2.74M Shares in Merger
What Happened
Spencer Ryan, CEO and Director of Dynavax Technologies (DVAX), had a series of equity holdings and awards converted or cancelled at the effective time of Dynavax’s merger with Sanofi on February 10, 2026. He tendered 379,620 shares of common stock for the $15.50 per-share offer price (~$5.88M). In addition, a variety of restricted stock units (RSUs), performance stock units (PSUs) and outstanding stock options were cancelled or converted into cash under the merger agreement, resulting in a total of 2,742,287 shares (and share-equivalents) covered by the Form 4. Aggregate consideration from the conversions is approximately $42.5M, though actual cash received for options and certain awards depends on strike prices and performance/vesting rules described below.
Key Details
- Transaction date: February 10, 2026 (Effective Time of the merger/tender offer). Offer price for common stock: $15.50 per share.
- Common shares tendered: 379,620 → cash at $15.50 = ~$5,884,110. Total securities converted/cancelled shown on the filing: 2,742,287 share-equivalents. Aggregate approximate cash consideration: ~$42.5M (note: options are paid based on Offer Price minus exercise price; PSUs/RSUs follow special merger formula).
- Specific award mechanics from footnotes: RSUs and PSUs were converted to cash per the merger terms (PSUs converted assuming 150% of target for valuation; portions of certain 2025 grants/RSUs remain subject to 6‑month vesting and payment). Outstanding options were converted to cash equal to the number of option shares times (Offer Price − exercise price), with 2025 unvested portions subject to 50% cliff vesting after 6 months per the Merger Agreement.
- Shares owned after transaction: the filing indicates common shares were tendered; certain cash awards remain subject to vesting and scheduled to vest 6 months after the Effective Time.
- Filing timeliness: filed for the reporting period dated Feb 10, 2026 (no late filing indicated).
- Transaction codes on the Form 4: D = disposition to the issuer (merger/tender), A = award/grant, U = disposition in change of control; many entries list price as N/A because cash consideration was determined by merger formulas rather than a standard open‑market price.
Context: These transactions were not open‑market trades but the result of a corporate merger (Sanofi’s acquisition of Dynavax). For retail investors, that means these are liquidity/compensation adjustments under the merger terms rather than straightforward insider selling for personal investment decisions. The exact cash the insider receives for options and certain performance awards depends on strike prices and performance/vesting rules specified in the merger agreement and footnotes.
Insider Transaction Report
Form 4Exit
Spencer Ryan
DirectorCEO and Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-02-10−379,620→ 0 total - Award
Common Stock - Performance Stock Units
[F4]2026-02-10+165,000→ 165,000 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−165,000→ 0 total - Award
Common Stock - Performance Stock Units
[F6]2026-02-10+136,000→ 136,000 total - Disposition to Issuer
Common Stock - Performance Stock Units
[F1][F2][F5]2026-02-10−136,000→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−50,000→ 0 totalExercise: $3.81→ Common Stock (50,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−400,000→ 0 totalExercise: $6.80→ Common Stock (400,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−130,000→ 0 totalExercise: $5.22→ Common Stock (130,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−250,000→ 0 totalExercise: $9.59→ Common Stock (250,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−350,000→ 0 totalExercise: $12.74→ Common Stock (350,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−280,000→ 0 totalExercise: $11.12→ Common Stock (280,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F1][F2][F7]2026-02-10−231,000→ 0 totalExercise: $12.48→ Common Stock (231,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F8][F1][F2][F7]2026-02-10−225,000→ 0 totalExercise: $12.69→ Common Stock (225,000 underlying) - Disposition to Issuer
Restricted Stock Units
[F9][F1][F2][F10]2026-02-10−55,000→ 0 total→ Common Stock (55,000 underlying) - Disposition to Issuer
Restricted Stock Units
[F11][F1][F2][F10]2026-02-10−90,667→ 0 total→ Common Stock (90,667 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
Ryan R. Spencer, by /s/ Trevor Dutcher, Attorney-in-fact|2026-02-10