DBV Technologies (NASDAQ: DBVT) ties 4,060,000 CEO PSUs to FDA milestones

How many Performance Share Units did DBV Technologies (DBVT) grant its CEO?

How does a Change in Control affect DBVT’s CEO Performance Share Units?

Rhea-AI Filing Summary

FAQ

Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What did DBV Technologies (DBVT) approve for its CEO in this 8-K?

What performance conditions apply to DBVT’s 2026 PSUs for the CEO?

When will DBV Technologies (DBVT) deliver vested shares from the CEO’s PSUs?

What Section 409A rules apply to DBV Technologies (DBVT) CEO PSU awards?

Can DBVT settle the CEO’s vested PSUs in cash instead of shares?

The CEO of DBV Technologies received 4,060,000 Performance Share Units under the 2026 plan. Each unit corresponds to one ordinary share, with vesting tied to FDA approval milestones for Viaskin Peanut and continuous employment through July 1, 2028, plus scheduled share deliveries afterward.

Upon a Change in Control, all performance conditions are deemed achieved on that date, and the related PSUs remain subject only to the continued employment condition. The standard delivery schedule continues, except for death or disability, which triggers delivery within ninety days of the event.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

DBV Technologies S.A. approved a new 2026 Performance Share Unit Plan and granted its CEO, Daniel Tassé, 4,060,000 Performance Share Units (PSUs). Each PSU is a conditional right to receive one ordinary share.

Vesting depends on FDA approval of biologics license applications for Viaskin Peanut in specified age groups and a continued employment condition through July 1, 2028. PSUs that do not meet performance conditions by this date are forfeited. Vested shares are scheduled for delivery in four installments on July 1, 2028, January 1, 2029, July 1, 2029 and January 1, 2030.

Upon a Change in Control, performance conditions are deemed achieved and only the employment condition remains. The plan includes special rules for death, disability, qualifying retirement, termination without cause or for good reason, Section 409A deferral for specified employees, and allows the Board to substitute equivalent cash if the CEO is not a French tax resident at delivery.

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Performance Share Units granted: 4,060,000 PSUs Vesting deadline: July 1, 2028 Installment delivery dates: July 1, 2028; Jan 1, 2029; July 1, 2029; Jan 1, 2030 +2 more

5 metrics

Performance Share Units granted 4,060,000 PSUs Grant to CEO under 2026 Performance Share Unit Plan

Vesting deadline July 1, 2028 Performance Conditions must be achieved on or before this Vesting Date

Installment delivery dates July 1, 2028; Jan 1, 2029; July 1, 2029; Jan 1, 2030 Four installments of 25% of Vested Shares

Post‑event delivery timing Ninety (90) days Delivery of Vested Shares after death or Disability

Section 409A delay Six (6) months and one (1) day Payment delay for specified employee after separation from service

Performance Share Units, Biologics license application, Change in Control, Section 409A, +2 more

6 terms

Biologics license application regulatory

"each relating to U.S. Food and Drug Administration (“FDA”) approval of a biologics license application (“BLA”) for Viaskin Peanut"

A biologics license application is a formal request submitted to regulatory authorities seeking approval to market a new biological medicine, such as vaccines or treatments made from living organisms. It is a comprehensive review process that evaluates the safety, effectiveness, and manufacturing quality of the product. For investors, receiving approval signals that a biological therapy can be sold to the public, potentially leading to revenue growth and market success.

Change in Control financial

"Upon the occurrence of a Change in Control (as defined in the Plan), all Performance Conditions shall be deemed achieved"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Section 409A regulatory

"constitutes “deferred compensation” under Section 409A of the U.S. Internal Revenue Code of 1986, as amended"

Qualifying Retirement financial

"a Qualifying Retirement (as defined in the Plan), or a termination without Cause or for Good Reason"

Deferred compensation financial

"to the extent a grant pursuant to the Plan constitutes “deferred compensation” under Section 409A"

Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

Understanding 8-K Material Events →

06/05/2026 - 04:01 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

June 3, 2026

Date of Report (Date of earliest event reported)

DBV Technologies S.A.

(Exact name of registrant as specified in its charter)

France

001-36697

Not applicable

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

107 avenue de la République

92320 Châtillon France

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: +33 1 55 42 78 78

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Ordinary shares, nominal value €0.10 per share	n/a	The Nasdaq Stock Market LLC *
American Depositary Shares, each representing five ordinary shares, nominal value €0.10 per share	DBVT	The Nasdaq Stock Market LLC

*	Not for trading, but only in connection with the registration of the American Depositary Shares on The Nasdaq Stock Market LLC.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On June 3, 2026 the Board of Directors (the “Board”) of DBV Technologies S.A. (the “Company”), upon recommendation of the Compensation Committee (the “Committee”) of the Board, approved the DBV Technologies 2026 Performance Share Unit Plan (the “Plan”), and granted performance share units pursuant to the Plan (“PSUs”) to Daniel Tassé, the Company’s Chief Executive Officer (the “CEO,” or, alternately, the participant), with an award grant date of June 5, 2026 (the “Grant Date”). The Plan was implemented by decision of the Board based on the authorization of the shareholders of the Company granted to the Board pursuant to the 35^th resolution approved at the Annual General Meeting held on June 3, 2026, to award free shares to employees and corporate officers of the Company and its subsidiaries, in accordance with relevant provisions of the French Commercial Code.

The Company is granting the CEO conditional rights to receive ordinary shares of the Company under the Plan. The rights granted are referred to as “Performance Share Units,” each of which represents a conditional right to receive one ordinary share of the Company. The vesting of the Performance Share Units is subject to the achievement of key Company milestones and a continued employment condition, thereby aligning long-term value with both performance and leadership continuity. The total number of Performance Share Units granted to the CEO is 4,060,000.

The vesting of the PSUs is subject to the achievement of two performance conditions (the “Performance Conditions”), each relating to U.S. Food and Drug Administration (“FDA”) approval of a biologics license application (“BLA”) for Viaskin Peanut (“VP”), and shall be considered satisfied as of the date the Board certifies the Company’s receipt of the final regulatory acceptance or approval.

Specifically, the Performance Conditions are as follows:

•

FDA First Approval of VP: Upon the first FDA approval of a VP BLA (regardless of the age group concerned), 2,900,000 PSUs shall become eligible to vest, subject to the other terms and conditions of the Plan.

•

FDA Second Approval of VP: Upon the second FDA approval of a VP BLA (i.e., an approval following the first approval referred to above, for a different VP indication or age group), 1,160,000 PSUs shall become eligible to vest, subject to the other terms and conditions of the Plan.

For purposes of the foregoing, if the FDA were to approve a single VP BLA covering both age groups, the corresponding Performance Condition shall be deemed satisfied completely, and all PSUs shall become eligible to vest. PSUs for which the relevant Performance Conditions are not achieved on or prior to July 1, 2028 (the “Vesting Date”) are automatically cancelled and forfeited without compensation. Subject to the terms of the Plan, the Vested Shares (as defined below) will be delivered to the CEO in four installments, each consisting of 25% of the Vested Shares (which are not necessarily equal in number of shares and may be subject to rounding), on the following dates or as soon as practicable immediately thereafter: July 1, 2028, January 1, 2029, July 1, 2029, and January 1, 2030. The Vested Shares will be freely transferable and not subject to a holding period.

The vesting of the PSUs is subject to Mr. Tassé remaining CEO (Directeur Général) of the Company or otherwise employed by the Company for the full duration of the vesting period, from the Grant Date up to and including the Vesting Date, which must be continuous and without interruption, except as otherwise expressly provided in the Plan (the “Continued Employment Condition”), subject to certain exceptions for death, Disability (as defined in the Plan), a Qualifying Retirement (as defined in the Plan), or a termination without Cause or for Good Reason (each as defined in the Plan). PSUs shall be deemed to be Vested Shares following satisfaction of both of the Continued Employment Condition and one or both Performance Conditions. Delivery of such Vested Shares shall occur in accordance with the delivery schedule described above. Upon the occurrence of a Change in Control (as defined in the Plan), all Performance Conditions shall be deemed achieved as of the date of occurrence of the Change in Control, and the corresponding PSUs shall

remain subject only to the Continued Employment Condition. The Continued Employment Condition, subject to the exceptions to the Continued Employment Condition described above, will continue to apply following a Change in Control. Further, the delivery schedule described above will continue to apply, other than in the case of death or Disability, in which case Vested Shares shall be delivered within ninety (90) days of the applicable event.

In the case of a Qualifying Retirement or a termination without Cause or for Good Reason, only Performance Conditions achieved prior to the date of such termination or retirement shall result in vesting of the corresponding Performance Share Units. Except as otherwise determined by the Board, no additional Performance Share Units shall vest in respect of Performance Conditions that have not been achieved (or deemed achieved) as of the date of such event.

Notwithstanding the foregoing, to the extent a grant pursuant to the Plan constitutes “deferred compensation” under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and the CEO is deemed a “specified employee” for purposes of Section 409A, no distribution or payment of any amount that is due because of a “separation from service” (as defined in Section 409A) will be issued or paid before the date that is six (6) months and one (1) day following the date of such separation from service (or, if earlier, the date of death), and any amounts so deferred will be paid in a lump sum on the day after such six-month period elapses, with the balance paid thereafter on the original schedule.

The terms of the Plan may be amended or supplemented by the Board if it deems such amendment or supplement to be appropriate and not adverse to the interests of the CEO, or by mutual agreement with the CEO. In addition, the Board may, in its discretion, substitute a cash payment of equivalent value in lieu of delivery of Vested Shares if the CEO is not a French tax resident at the time of delivery, to be valued by the Board of Directors on or around the scheduled delivery date of such Vested Shares, or by reference to an average price over a period preceding such date.

The above is a summary of the material terms of the Plan. This summary is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the PSUs contained herein is a summary of their material terms, does not purport to be complete and is qualified in its entirety by reference to the Plan.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits


Exhibit		Description

10.1		2026 Performance Share Unit Plan (English translation) (incorporated by reference to Exhibit 99.3 to the Company’s Registration Statement on S-8, filed on June 4, 2026)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Source: View Original Filing on SEC EDGAR

DBV Technologies approved the 2026 Performance Share Unit Plan and granted CEO Daniel Tassé 4,060,000 Performance Share Units. Each unit is a conditional right to receive one ordinary share, subject to performance milestones and continued employment conditions through the vesting date.

The PSUs vest based on two performance conditions tied to U.S. FDA approval of biologics license applications for Viaskin Peanut in specific age groups. Conditions are satisfied when the Board certifies final regulatory acceptance or approval, and unachieved conditions by July 1, 2028 cause forfeiture.

Vested shares will be delivered to the CEO in four installments of 25% of the vested shares on July 1, 2028, January 1, 2029, July 1, 2029 and January 1, 2030. Installments may differ slightly in share count due to rounding adjustments.

If the grant is considered deferred compensation under Section 409A and the CEO is a specified employee, any payments triggered by a separation from service are delayed for six months and one day. Deferred amounts are then paid in a lump sum, with remaining amounts following the original schedule.

The Board may substitute a cash payment of equivalent value in place of delivering vested shares if the CEO is not a French tax resident at the delivery time. The cash value can be based on the share price around or over a period preceding the scheduled delivery date.

DBV Technologies S.A.

Date: June 5, 2026

/s/ Virginie Boucinha

Virginie Boucinha

Chief Financial Officer

4 documents