Dynavax CFO MacDonald Kelly Sells All Shares as Sanofi Take‑over Finalizes, Signaling Executive Exit and Shift in Investor Confidence

Insider Moves in the Wake of Sanofi’s Take‑over: What MacDonald Kelly’s Trade Means for Dynavax

A clean exit for the CFO

On February 10, 2026, Dynavax’s Senior Vice President and Chief Financial Officer, MacDonald Kelly, executed a sizeable sell of 60,204 common shares—effectively liquidating his entire equity stake in the company. The transaction took place at the $15.50 tender‑offer price set by Sanofi, the acquirer in the merger that turned Dynavax into an indirect subsidiary of the French drugmaker. Kelly’s post‑transaction holdings dropped to zero, a move that coincides with the completion of the deal and the cancellation of all outstanding performance‑stock‑unit (PSU) and restricted‑stock‑unit (RSU) awards.

While a sell‑off of this magnitude is not uncommon when a target company is acquired, the context matters. Kelly had been one of the most active insiders in the period leading up to the deal, with a series of purchases and sales that kept his ownership hovering between 60,000 and 82,000 shares. His final sale removes any residual exposure to Dynavax’s pre‑acquisition risk and aligns his financial interest with that of the new parent company.

Implications for investors

The CFO’s exit may signal a shift in confidence among senior management. When key executives retain a stake, investors often interpret that as a vote of confidence in the company’s prospects. The clean wipe‑out of Kelly’s shares, coupled with the recent sale of 114,000 shares by President & COO David Novack, suggests that the existing leadership is moving on with the Sanofi integration. For shareholders, this means that any upside from the merger will now be captured by Sanofi’s shareholders, while Dynavax’s own board will have to navigate the transition with a potentially less seasoned internal team.

From a valuation standpoint, the 2026 trading data shows a modest 0.13 % weekly rise, a 1.15 % decline month‑to‑month, and a 24.5 % annual gain. Yet the negative price‑to‑earnings ratio of –43.12 underscores ongoing losses. Investors should therefore weigh the stability offered by Sanofi’s backing against Dynavax’s current profitability challenges. A clear indicator will be how quickly the new parent can monetize Dynavax’s immunostimulatory platform and whether the company’s stock will consolidate around the acquisition price or continue to trade below it.

What the pattern of Kelly’s trades tells us

Kelly’s historical trade record reveals a balanced approach between buying and selling. In late December 2025, he bought 37,500 shares and 15,477 shares, only to sell 36,141 shares the following day. He has repeatedly engaged in large PSU and RSU conversions, often converting them into cash at the tender‑offer price. His last transaction—selling all shares on the day of the merger—follows a pattern of locking in gains as the deal closed.

The CFO’s tendency to liquidate a significant portion of his holdings whenever a liquidity event presents itself indicates a pragmatic, risk‑averse mindset. He appears to value the certainty of a cash payout over the volatility of holding shares in a biotech company that can experience sharp swings tied to product development milestones. This trait may carry over into his future roles within Sanofi, where he could influence financial strategy and capital allocation across the expanded portfolio.

Broader insider activity under the Sanofi umbrella

The same day that Kelly sold his shares, several other insiders engaged in a flurry of trades. CEO Spencer Ryan sold 379,620 common shares but also bought and sold large blocks of performance stock units, reflecting a complex balancing act between personal wealth management and corporate governance. Other senior leaders—Slebir John, Metzinger Daniel, and Novack—also sold sizable positions, all of which coincide with the merger announcement.

While these moves could be interpreted as a “wash‑out” of pre‑merger risk, they also raise questions about internal alignment. If senior executives are selling off their holdings, is the company’s long‑term vision still in sync with the new parent’s strategic goals? Investors should monitor the post‑merger governance structure, as well as any changes to the compensation framework that could affect future insider trading behavior.

Looking ahead

For investors, the key take‑away is that Dynavax’s pre‑acquisition equity holders have largely exited, and the company’s future is now tied to Sanofi’s strategic priorities. The CFO’s decisive sell‑off signals a transition of control, and the remaining insider activity suggests that the new leadership will need to rebuild confidence and demonstrate value creation under the Sanofi brand. As the acquisition closes and the integration progresses, the stock price will likely hover around the tender‑offer level, with upside potential contingent on Sanofi’s ability to unlock the immunotherapy pipeline.