Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
What is insider trading>>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
|
Valneva SE (Name of Issuer) |
Ordinary Shares, nominal value EUR0.15 per share (Title of Class of Securities) |
92025Y103 (CUSIP Number) |
Sophie Paquin 6-8, boulevard Haussmann, Paris, I0, 75009 33 6 37 85 94 06 John Partigan Nixon Peabody LLP, 799 9 Street NW Ste 500 Washington, DC, 20001 202-585-8000 Lloyd Spencer Nixon Peabody LLP, 799 9 Street NW Ste 500 Washington, DC, 20001 202-585-8000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
05/05/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 92025Y103 |
| 1 |
Name of reporting person
Bpifrance Participations S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,317,670.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 7,158,835 Ordinary Shares. The Reporting Person's Ordinary Shares have double voting rights, resulting in 14,317,670 voting rights related to such shares. Upon the sale of Ordinary Shares by the Reporting Person, the double voting rights are extinguished. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 204,237,106 voting rights outstanding as of May 5, 2026.
SCHEDULE 13D
|
| CUSIP No. | 92025Y103 |
| 1 |
Name of reporting person
EPIC Bpifrance | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,317,670.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 7,158,835 Ordinary Shares. The Reporting Person's Ordinary Shares have double voting rights, resulting in 14,317,670 voting rights related to such shares. Upon the sale of Ordinary Shares by the Reporting Person, the double voting rights are extinguished. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 204,237,106 voting rights outstanding as of May 5, 2026.
SCHEDULE 13D
|
| CUSIP No. | 92025Y103 |
| 1 |
Name of reporting person
Bpifrance S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
14,317,670.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
7.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 7,158,835 Ordinary Shares. The Reporting Peron's Ordinary Shares have double voting rights, resulting in 14,317,670 voting rights related to such shares. Upon the sale of Ordinary Shares by the Reporting Person, the double voting rights are extinguished. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 204,237,106 voting rights outstanding as of May 5, 2026.
SCHEDULE 13D
|
| CUSIP No. | 92025Y103 |
| 1 |
Name of reporting person
Caisse des depots et consignations | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
19,074,653.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 11,915,818 Ordinary Shares. Certain of the Reporting Person's Ordinary Shares have double voting rights, resulting in 19,074,653 voting rights related to such shares. Upon the sale of Ordinary Shares by the Reporting Person, any double voting rights are extinguished. The aggregate amount beneficially owned and percent of class reported above are based on the Reporting Person's voting rights and the 204,237,106 voting rights outstanding as of May 5, 2026.
SCHEDULE 13D
|
| CUSIP No. | 92025Y103 |
| 1 |
Name of reporting person
CDC Croissance S.A. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FRANCE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
4,755,872.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
2.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note in relation to Items 8, 10, 11 and 13: The Reporting Person beneficially owns 4,755,872 Ordinary Shares, which do not have double voting rights. The aggregate amount beneficially owned and percent of class reported above are based on 204,237,106 voting rights outstanding as of May 5, 2026.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Ordinary Shares, nominal value EUR0.15 per share | |
| (b) | Name of Issuer:
Valneva SE | |
| (c) | Address of Issuer's Principal Executive Offices:
Ilot Saint-Joseph, Bureaux Convergence, 12ter Quai Perrache, Lyon,
FRANCE
, 69002. | |
Item 1 Comment:
Introductory Statement: This Amendment No. 5 (this "Amendment") is being filed by Bpifrance Participations S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance Participations"), EPIC Bpifrance, a French public institution of industrial and commercial nature ("EPIC" ), Bpifrance S.A., a societe anonyme incorporated under the laws of the Republic of France ("Bpifrance"), Caisse des Depots et consignations, a French special public entity (etablissement special) ("CDC") and CDC Croissance S.A., a societe anonyme incorporated under the laws of the Republic of France ("CDC Croissance") (collectively, the "Reporting Persons") pursuant to Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This Amendment relates to the Ordinary Shares, nominal value EUR0.15 per share (the "Ordinary Shares") of Valneva SE (the "Issuer").This Amendment amends and supplements the Schedule 13D relating to Ordinary Shares of the Issuer filed with the Securities and Exchange Commission (the "SEC") on November 16, 2022, as amended by: (i) Amendment No. 1 to Schedule 13D filed with the SEC on June 30, 2023; (ii) Amendment No. 2 to Schedule 13D filed with the SEC on September 20, 2024; (iii) Amendment No. 3 to Schedule 13D filed with the SEC on September 5, 2025; and (iv) Amendment No. 4 to Schedule 13D filed with the SEC on March 10, 2026 (collectively, as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein shall have the meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (c) | Information concerning the executive officers and directors of Bpifrance Participations, EPIC, Bpifrance, CDC and CDC Croissance required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D is provided in Exhibit 99.2 to this Amendment and incorporated herein by reference. | |
| (d) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors). | |
| (e) | None of the Reporting Persons, nor, to the best of their knowledge, any of the persons referred to in Exhibit 99.2 has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows: CDC Croissance used working capital for the purchases of Ordinary Shares reported in this Amendment. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The Issuer completed an EUR84 million reserved offering subscribed by a limited number of investors which is expected to close on May 5, 2026 (the "Reserved Offering"). In the Reserved Offering, the Issuer issued 15,893,817 new ordinary shares (the "New Shares"), and one share warrant is attached to each New Share. The Reporting Persons did not participate in the Reserved Offering. The New Shares issued in the Reserved Offering represented an increase in the share capital of the Issuer which resulted in a dilution of the Reporting Persons' holdings. In the past 60 days, Bpifrance Participations sold 356,003 Ordinary Shares. Bpifrance Participations sold the amount of Ordinary Shares on the date and at the price set forth below in open market transactions. Unless otherwise noted, the sales of the Ordinary Shares were sold in multiple transactions at varying prices. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each price within the ranges set forth in this Schedule 13D. March 10, 2026: - 226,532 Ordinary Shares at a weighted average price of EUR4.93 per share (multiple transactions at prices ranging from EUR4.85 to EUR5.03, inclusive). March 11, 2026: - 5,318 Ordinary Shares at a weighted average price of EUR4.96 per share (multiple transactions at prices ranging from EUR4.90 to EUR4.96, inclusive). March 18, 2026: - 124,153 Ordinary Shares at a weighted average price of EUR4.94 per share (multiple transactions at prices ranging from EUR4.85 to EUR5.00, inclusive). Since the filing of Amendment No. 4, CDC Croissance has acquired 130,000 Ordinary Shares and sold 289,645 Ordinary Shares. CDC Croissance purchased and sold the amount of Ordinary Shares on the date and at the price set forth below in open market transactions. Unless otherwise noted, the purchases and sales of the Ordinary Shares were purchased or sold in multiple transactions at varying prices. The Reporting Persons undertake to provide the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the ranges set forth in this Schedule 13D. Purchased Ordinary Shares March 9, 2026: - 78,518 Ordinary Shares at a weighted average price of EUR4.51 per share (multiple transactions at prices ranging from EUR4.43 to EUR4.60, inclusive). March 12, 2026: - 51,482 Ordinary Shares at a weighted average price of EUR4.54 per share (multiple transactions at prices ranging from EUR4.49 to EUR4.60, inclusive). Sold Ordinary Shares March 30, 2026: - 289,645 Ordinary Shares at a weighted average price of EUR2.81 per share (multiple transactions at prices ranging from EUR2.75 to EUR2.88, inclusive). All of the Ordinary Shares that are held of record by the Reporting Persons as reported herein were acquired for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional Ordinary Shares or other securities of the Issuer, or to sell or otherwise dispose of all or part of the Ordinary Shares or other securities of the Issuer, if any, beneficially owned by them, in any manner permitted by law. The Reporting Persons may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein. Except as set forth above, none of the Reporting Persons currently has any plans or proposals which would be related to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. However, as part of the ongoing evaluation of investment and investment alternatives, the Reporting Persons may consider such matters and, subject to applicable law, may formulate a plan with respect to such matters, and, from time to time, may hold discussions with or make formal proposals to management or the board of directors of the Issuer or other third parties regarding such matters. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, (i) Bpifrance Participations holds directly 7,158,835 Ordinary Shares and 14,317,670 Voting Rights, and (ii) CDC Croissance held, through CDC PME CROISSANCE, 4,755,872 Ordinary Shares and 4,755,872 Voting Rights. As of the date hereof, none of Bpifrance, EPIC or CDC holds any Ordinary Shares directly. Bpifrance may be deemed to be the beneficial owner of 7,158,835 Ordinary Shares and 14,317,670 Voting Rights, indirectly through its 99.99% ownership of Bpifrance Participations. EPIC may be deemed to be the beneficial owner of 7,158,835 Ordinary Shares and 14,317,670 Voting Rights, indirectly through its joint ownership and control of Bpifrance. CDC may be deemed to be the beneficial owner of (x) 7,158,835 Ordinary Shares and 14,317,670 Voting Rights, indirectly through its joint ownership and control of Bpifrance, (y) 4,755,872 Ordinary Shares and 4,755,872 Voting Rights, indirectly through its ownership of CDC Croissance and (z) 1,111 Ordinary Shares and 1,111 Voting Rights, indirectly through its ownership of CNP Assurances. The ownership percentages are calculated based on 189,646,915 Ordinary Shares outstanding and 204,237,106 Voting Rights as of May 5, 2026, as reported by the Issuer. The amount of outstanding Ordinary Shares and Voting Rights disclosed above is calculated under U.S. law, which requires treasury shares to be excluded from the calculation of outstanding shares. Under French law, treasury shares are required to be included in the calculation of outstanding shares. Using the French law requirements, the Issuer has 189,771,237 outstanding Ordinary Shares and 204,361,428 outstanding Voting Rights, and (i) Bpifrance Participations' Ordinary Share holdings represent approximately 3.8% of the Issuer's outstanding Ordinary Shares, and its Voting Rights represent approximately 7.0% of outstanding Voting Rights, and (ii) CDC Croissance's Ordinary Share holdings represent approximately 2.5% of the Issuer's outstanding Ordinary Shares, and its Voting Rights represent approximately 2.3% of outstanding Voting Rights. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: See the information contained on the cover pages of this Amendment, which is incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 is hereby incorporated by reference to this Item 5(c). Except as disclosed in this Amendment, there have been no reportable transactions with respect to the Ordinary Shares of the Issuer within the last 60 days by the Reporting Persons, or, to the best of their knowledge, any of the persons referred to in Exhibit 99.2. | |
| Item 7. | Material to be Filed as Exhibits. | |
EX 99.1 - Joint Filing Agreement, dated as of September 19, 2024, by and among the Reporting Persons (incorporated by reference to Exhibit 99.1 to the Reporting Person's Schedule 13D/A filed on September 20, 2024) EX 99.2 - Information with respect to the Directors and Executive Officers of the Reporting Persons | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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