Spencer Ryan 4

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.