瓦伦纳瓦 SE ADR 美股招股说明书（2026-06-16版）

31,609,140Ordinary Shares This prospectus relates to the offer and resale from time to time by the selling securityholders identified in this prospectus, or theselling securityholders, of up 31,609,140 ordinary shares, nominal value €0.15 per share (the “Resale Shares”) of Valneva SE, or theCompany, which may be represented by American Depositary Shares, or ADSs. These Resale Shares consist of (i) up to 15,715,323issued and outstanding ordinary shares, and (ii) up to 15,893,817 ordinary shares (the “ABSA Warrant Shares”) issuable upon theexercise of warrants to purchase ordinary shares (the “ABSA Warrants”). The selling securityholders acquired the Resale Shares, or the We are registering the offer and sale of the Resale Shares by the selling securityholders to satisfy our obligations to thempursuant to a registration rights agreement dated April 29, 2026 (the “Registration Rights Agreement”) by and among the Company The selling securityholders may, from time to time, offer, sell, transfer or otherwise dispose of any or all of the Resale Sharesdescribed in this prospectus from time to time through public or private transactions. These transactions may be at prevailing marketprices at the time of sale, at prices related to the prevailing market price or at negotiated prices. The selling securityholders will bearall underwriting fees, commissions and discounts, if any, attributable to the sales of Resale Shares and any transfer taxes We will bear Our ADSs are listed on the Nasdaq Global Select Market under the symbol “VALN.” On June 15, 2026, the last reported saleprice of the ADSs on the Nasdaq Global Select Market was $5.39 per ADS. Our ordinary shares are listed on the regulated market ofEuronext in Paris under the symbol “VLA.” On June 15, 2026, the closing price of our ordinary shares on the regulated market of Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you shouldconsider carefully the risks that we have described on page 6 of this prospectus under the caption “Risk Factors” and underthe caption “Risk Factors” in our most recent Annual Report on Form 20-F, any related free writing prospectus we have Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesecommon shares or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is June 16, 2026. ABOUT THIS PROSPECTUS This prospectus is a part of a registration statement on Form F-3 that we filed with the U.S. Securities and Exchange Commission (the“SEC”) utilizing a “shelf” registration process. Under this shelf registration process, certain selling securityholders may from time totime sell our ordinary shares, ordinary shares in the form of ADSs or any combination thereof described in this prospectus in one or For investors outside the United States: Neither we nor the selling securityholders have done anything that would permit this offeringor possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the UnitedStates. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any This prospectus may be supplemented from time to time by one or more prospectus supplements. Such prospectus supplements mayalso add, update or change information contained in this prospectus. If there is any inconsistency between the information in thisprospectus and the applicable prospectus supplement, you must rely on the information in the prospectus supplement. You shouldcarefully read both this prospectus and any applicable prospectus supplement together with additional information described under the You should rely only on the information contained in or incorporated by reference in this prospectus and in any free writing prospectusthat we authorized for use in connection with this offering. We have not, and the sales agent has not, authorized anyone to provide youwith different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the sales agent is not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You shouldassume that the information appearing in this prospectus, the documents incorporated by reference in this prospectus and in any freewriting prospectus that we have authorized for use in connection with this offering, is accurate only as of the date of those respectivedocuments. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to anydocument that is incorporated by reference in this prospectus we