MacDonald Kelly 4

What Happened

• Kelly MacDonald, SVP and CFO of Dynavax Technologies (DVAX), disposed of a total of 868,317 shares on Feb 10, 2026 in connection with Sanofi’s acquisition. All common shares were tendered and converted to cash at the Offer Price of $15.50 per share, producing roughly $13.46 million in proceeds. Many reported entries reflect awards/options/RSUs/PSUs that were canceled or converted into cash under the merger terms rather than open-market sales.

Key Details

• Transaction date: February 10, 2026 (Effective Time of the merger).
• Price: $15.50 per share (Sanofi tender offer / merger consideration).
• Shares disposed: 868,317 total; estimated proceeds ≈ $13.46M.
• Shares owned after transaction: filing indicates the Reporting Person’s common stock was tendered under the Merger Agreement (effectively converted to cash).
• Notable footnotes: sales/conversions were pursuant to the Merger Agreement with Sanofi; RSUs and PSUs were converted to cash (some portions from 2025 grants remain subject to 6‑month vesting), and outstanding options were cashed out per deal terms.
• Timeliness: Filing date equals transaction/Effective Time (Feb 10, 2026) — reported contemporaneously.

Context

• These were cash‑out transactions tied to the Sanofi acquisition (not routine open‑market selling). Under the merger agreement, outstanding equity awards (RSUs, PSUs, options) were cancelled and converted into cash based on the offer price, with certain portions of 2025 grants subject to limited post‑closing vesting. Such disposals reflect deal mechanics rather than an independent trading decision by the insider.