0001104659-26-059496.txt : 20260512 0001104659-26-059496.hdr.sgml : 20260512 20260512170941 ACCESSION NUMBER: 0001104659-26-059496 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20260512 DATE AS OF CHANGE: 20260512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Valneva SE CENTRAL INDEX KEY: 0001836564 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] ORGANIZATION NAME: 03 Life Sciences EIN: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93388 FILM NUMBER: 26969775 BUSINESS ADDRESS: STREET 1: 6, RUE ALAIN BOMBARD CITY: SAINT-HERBLAIN STATE: I0 ZIP: 44800 BUSINESS PHONE: 33 2 28 07 37 10 MAIL ADDRESS: STREET 1: 6, RUE ALAIN BOMBARD CITY: SAINT-HERBLAIN STATE: I0 ZIP: 44800 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bpifrance Participations SA CENTRAL INDEX KEY: 0001581835 ORGANIZATION NAME: EIN: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 27-31 AVENUE DU GENERAL LECLERC CITY: MAISONS ALFORT, CEDEX STATE: I0 ZIP: 94710 BUSINESS PHONE: 33153898789 MAIL ADDRESS: STREET 1: 27-31 AVENUE DU GENERAL LECLERC CITY: MAISONS ALFORT, CEDEX STATE: I0 ZIP: 94710 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001104659-22-119388 0001581835 XXXXXXXX LIVE 5 Ordinary Shares, nominal value EUR0.15 per share 05/05/2026 true 0001836564 92025Y103 Valneva SE
Ilot Saint-Joseph, Bureaux Convergence 12ter Quai Perrache Lyon I0 69002
Sophie Paquin 33 6 37 85 94 06 6-8, boulevard Haussmann Paris I0 75009 John Partigan 202-585-8000 Nixon Peabody LLP 799 9 Street NW Ste 500 Washington DC 20001 Lloyd Spencer 202-585-8000 Nixon Peabody LLP 799 9 Street NW Ste 500 Washington DC 20001 0001581835 N Bpifrance Participations S.A. OO N I0 0.00 14317670.00 0.00 7158835.00 14317670.00 N 7.0 OO 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. 0001731121 N EPIC Bpifrance OO N I0 0.00 14317670.00 0.00 7158835.00 14317670.00 N 7.0 OO 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. 0001731118 N Bpifrance S.A. OO N I0 0.00 14317670.00 0.00 7158835.00 14317670.00 N 7.0 OO 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. 0001056947 N Caisse des depots et consignations WC N I0 0.00 19074653.00 0.00 11915818.00 19074653.00 N 9.3 OO 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. Y CDC Croissance S.A. WC N I0 0.00 4755872.00 0.00 4755872.00 4755872.00 N 2.3 OO 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. Ordinary Shares, nominal value EUR0.15 per share Valneva SE Ilot Saint-Joseph, Bureaux Convergence 12ter Quai Perrache Lyon I0 69002 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. 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. 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). 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 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 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(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. 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. 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. 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 Bpifrance Participations S.A. /s/ Sophie Paquin Sophie Paquin/Director of Legal Affairs 05/12/2026 EPIC Bpifrance /s/ Sophie Paquin Sophie Paquin/Director of Legal Affairs 05/12/2026 Bpifrance S.A. /s/ Boubaker Dione Boubakar Dione/Group Director of Legal Affairs 05/12/2026 Caisse des depots et consignations /s/ Laurence Giraudon Laurence Giraudon/Chief Operating Officer, Finance and Operations Department, Asset Management Division 05/12/2026 CDC Croissance S.A. /s/ Aude de Lardemelle Aude de Lardemelle/Executive Director 05/11/2026 EX-99.2 2 tm2613805d1_ex99-2.htm EXHIBIT 99.2

 

Exhibit 99.2

 

Information with respect to Directors and Executive Officers of the Reporting Persons

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE PARTICIPATIONS S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance Participations S.A. are set forth below. The business address of each director and executive officer is Bpifrance Participations S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

BOARD OF DIRECTORS

 

Name   Present Principal Occupation or Employment
NICOLAS DUFOURCQ   Director, Chairman, Chief Executive Officer of Bpifrance Participations, and Chief Executive Officer of Bpifrance
MARION CABROL   Director, Investment manager at the Department of strategic holdings at Caisse des Dépôts
OLIVIER RAVEL   Director, Head of M&A within the Department of strategic holdings at Caisse des Dépôts
FREDERIC SAINT-GEOURS   Director, formerly vice chairman of the board of directors of SNCF SA
FRENCH STATE represented by
GuilLemette Kreis		   Director, Investment manager at the Agence des Participations de l’Etat (French State Shareholding Agency)
CAMILLE SUTTER   Director, head of the Corporate Financing and Development Office, Direction Générale du Trésor (French Treasury)
CHLOE MAYENOBE   Director, Chief Operating Officer at Thunes
CAROLINE PAROT   Director, CEO of Technicolor Creative Studios
JEROME GAZZANO   Director, deputy Director for Innovation in the General Directorate for Companies of the Ministry of Economy and Finance
PIERRE AUBOUIN   Director, Director of the division Sales and Strategic management of the Portfolio Banque des Territoires

 

EXECUTIVE OFFICERS

 

Name   Present Principal Occupation or Employment
NICOLAS DUFOURCQ   Chief Executive Officer
JOSÉ GONZALO   Executive Director
PIERRE BENEDETTI   Chief Financial Officer

 

1

 

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CAISSE DES DÉPÔTS

 

The name, business address and present principal occupation or employment of each of the members of the Management Committee of Caisse des Dépôts are set forth below. The business address of each director and executive officer is Caisse des Dépôts, c/o 56, rue de Lille, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

 

MANAGEMENT COMMITTEE

 

Name   Present Principal Occupation or Employment
OLIVIER SICHEL   Chief Executive Officer of Caisse des Dépôts
NICOLAS DUFOURCQ   Chief Executive Officer of Bpifrance
VIRGINIE CHAPRON-DU JEU   Head of Risk Management of Caisse des Dépôts Group
PIERRE CHEVALIER   Head of Legal Affairs, compliance and Ethics
NATHALIE TUBIANA   Head of finance and Sustainable Development Policy at Caisse des Dépôts
OLIVIER MAREUSE   Deputy Chief Executive Officer Head of Asset Management and Saving Funds
CATHERINE MAYENOBE   Deputy Chief Executive, Operations and Business Transformation Director of Caisse des Dépôts Group
SOPHIE QUATREHOMME   Head of Communications, Corporate Sponsorship and Partnerships
MARIANNE KERMOAL-BERTHOME   Head of Social Policy
ANTOINE SAINTOYANT   Deputy general manager at Caisse des Dépôts and Head of Banque des Territoires
JULIE-AGATHE BAKALOWICZ   Chief Advisor to the Chief Executive Office
AURELIE ROBINEAU-ISRAĒL   Head of Human Resources
AUDREY GIRARD   Head of Strategic Investments

 

2

 

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

EPIC BPIFRANCE

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of EPIC Bpifrance are set forth below. The business address of each director and executive officer is EPIC Bpifrance, 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name   Present Principal Occupation or Employment
CHRISTIAN BODIN   Director, interim Chairman, Chief Executive Officer of EPIC Bpifrance
ESTELLE DHONT-PELTRAULT   Director, assistant to the Head of the Innovation, Technology Transfer and Regional Action Department in the General Directorate for Research and Innovation
SANDRINE MENARD   Director, Deputy for Corporate Financing and Financial Markets
JOHN PALACIN   Director, Head of the office for the General Secretary for Public Investment
SIMON PINEAU   Director, Head of the office for Energy, Investments, Industry and Innovation in the General Directorate for Budget of the Ministry of Economy and Finance
EMMANUELLE BENHAMOU   Director, Deputy at the audit and accounting department of the Agence des Participations de l'Etat (French State Shareholding Agency)
DAVID HELM   Director, Head of Innovation Financing and Intellectual Property in the General Directorate for Companies of the Ministry of Economy and Finance

 

3

 

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

BPIFRANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of Bpifrance S.A. are set forth below. The business address of each director and executive officer is Bpifrance S.A., 27-31, avenue du Général Leclerc, 94710 Maisons-Alfort Cedex, France. Unless otherwise indicated, each director and executive officer is a citizen of France.

 

DIRECTORS

 

Name   Present Principal Occupation or Employment
OLIVIER SICHEL   Director, Chairman of Bpifrance, Chief Executive Officer of Caisse des Dépôts
NICOLAS DUFOURCQ   Director, Chief Executive Officer of Bpifrance and Director, Chairman and Chief Executive Officer of Bpifrance Participations
ANTOINE SAINTOYANT   Director, Deputy general manager at Caisse des Dépôts and Head of Banque des Territoires
ALEXIS ZAJDENWEBER   Director, Chairman of the Agence des Participations de l'Etat (French State Shareholding Agency)
MARIE DELEAGE   Director representing the employees of Bpifrance
PHILIPPE BAYEUX   Director representing the employees of Bpifrance
PIERRE-ANDRE DE CHALENDAR   Director, honorary Chairman of Saint-Gobain
CLAIRE DUMAS   Director, formerly CFO at Société Générale
STEPHANIE SCHAER   Director, Interministerial director of digital affairs
MARION CABROL   Director, Investment manager in the Department of strategic holdings at Caisse des Dépôts
STEPHANIE PERNOD   Director, Vice-president of the Regional Council of Auvergne-Rhône-Alpes, in charge of the economy, relocation, regional preference and digital
NATHALIE TUBIANA   Director, Head of finance and sustainable policy of Caisse des Dépôts Group
CLAIRE CHEREMETINSKI   Director, Deputy Director General of the Treasury
BRICE HUET   Director, General commissioner for sustainable development

 

4

 

 

Name, business address, present principal occupation or employment and place of citizenship of the directors and executive officers of

 

CDC CROISSANCE S.A.

 

The name, business address and present principal occupation or employment of each of the directors and executive officers of CDC Croissance S.A. are set forth below. The business address of each director and executive officer is CDC Croissance S.A., 209, rue de l’Université, 75007 Paris, France. Unless otherwise indicated, each such person is a citizen of France.

 

BOARD OF DIRECTORS

 

Name   Present Principal Occupation or Employment
OLIVIER MAREUSE   Chief Investment Officer and Director of Saving Funds at Caisse des Dépôts.
LAURENCE GIRAUDON   Director, Chief Operating Officer, Finance and Operations Department, Asset Management Division
GILLES HAYEM   Director, Head of Listed Equities Portfolio Management, Asset Management Division at Caisse des Dépôts
FLORENCE BONNEVAY   Director, Chief Executive Officer of Allesens
OLIVIER HEREIL   Director, Chief Investment Officer at BNP Paribas Cardif

 

EXECUTIVE OFFICERS

 

Name   Present Principal Occupation or Employment
AUDE DE LARDEMELLE   Chief Executive Director

 

5