Novavax (NVAX) CFO receives 194,000-option grant in Form 4/A

Rhea-AI Filing Summary

Novavax Executive Vice President, CFO and Treasurer James Patrick Kelly reported an amended insider filing reflecting a grant of 194,000 non‑statutory stock options awarded on March 2, 2026. One-quarter of the options vest on the first anniversary of that date, with the remaining three-quarters vesting in equal monthly installments over the following three years, all conditioned on continued employment. The amendment only updates the exercise price previously reported; all other details remain the same, and the options are held directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Kelly James Patrick

(Last) (First) (Middle)

21 FIRSTFIELD ROAD

(Street)

GAITHERSBURG MD 20878

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC [ NVAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CFO and Treasurer

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Non-statutory Stock Option NQ	$10.11(1)	03/02/2026		A		194,000		(2)	03/03/2036	Common Stock	194,000	$0(1)	194,000	D

Explanation of Responses:

1. This Form 4/A has been filed solely to amend the exercise price as originally reported in Column 2 and price of derivative security in Column 8 of Table II of the Reporting Person's Form 4 filed on March 3, 2026. All other information remains unchanged from the March 3, 2026 filing.

2. One-quarter (1/4) of the shares subject to this option granted under the Plan vest on the first anniversary of March 2, 2026, and the remaining three-quarters (3/4) of the shares vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.

	/s/ Mark J. Casey, Attorney-in-Fact	03/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Novavax (NVAX) report in this Form 4/A?

Novavax reported an amended insider filing for EVP, CFO and Treasurer James Patrick Kelly, reflecting a grant of 194,000 non-statutory stock options on March 2, 2026. The amendment corrects the exercise price originally reported while leaving all other information unchanged.

How many stock options did the Novavax (NVAX) CFO receive?

The Novavax Executive Vice President, CFO and Treasurer received 194,000 non-statutory stock options. These options were granted on March 2, 2026 and are held directly, with vesting tied to continued employment with the company over a multi-year schedule.

What does this Novavax (NVAX) Form 4/A amendment change?

The Form 4/A amends only the exercise price originally reported for the stock options in the prior Form 4. All other details, including the 194,000-option grant size, grant date, and vesting terms, remain exactly the same as previously disclosed.

What are the vesting terms for the Novavax (NVAX) CFO’s 194,000 options?

One-quarter of the 194,000 options vest on the first anniversary of March 2, 2026. The remaining three-quarters then vest in equal monthly installments over the next three years, provided the executive remains employed with Novavax through each vesting date.

Is the Novavax (NVAX) CFO’s option grant subject to continued employment?

Yes. The vesting schedule requires continued employment with Novavax through each vesting date. If employment ends, unvested portions of the 194,000 non-statutory stock options may not vest, as all vesting is explicitly conditioned on remaining employed with the company.

Does this Novavax (NVAX) Form 4/A involve any stock sales?

No. The Form 4/A reflects an acquisition of derivative securities through a grant of non-statutory stock options, coded as a grant or award. There are no reported sales or disposals of Novavax shares or options in this particular insider filing.