[Form 4] NOVAVAX INC Insider Trading Activity

Rhea-AI Filing Summary

Novavax (NVAX) director reported an equity acquisition. On 10/29/2025, the reporting person acquired 3,800 shares of common stock through the settlement of restricted stock units (transaction code M). Following the transaction, the director beneficially owned 28,490 shares directly.

The RSUs were granted under the Company’s Amended and Restated 2015 Stock Incentive Plan and vest in three equal annual installments on each anniversary of the 10/29/2022 grant date, subject to continued employment. The derivative line shows 3,800 RSUs converted at $0.00 with 0 RSUs remaining from this grant after the transaction.

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

OMB APPROVAL

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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^*

Rodgers Richard J

(Last) (First) (Middle)

C/O NOVAVAX, INC.

700 QUINCE ORCHARD 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2025

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

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
Common Stock	10/29/2025		M		3,800	A	(1)	28,490	D

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
Restricted Stock Units	(1)	10/29/2025		M			3,800	(2)	(2)	Restricted Stock Units	3,800	$0.00	0	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.

2. The RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the October 29, 2022 grant date, in each case subject to continued employment through such vesting date.

	/s/ Mark J. Casey, Attorney-in-Fact	10/30/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did NVAX disclose in this Form 4?

A director acquired 3,800 common shares on 10/29/2025 via RSU settlement (code M).

How many NVAX shares does the director own after the transaction?

Beneficial ownership is 28,490 shares held directly after the reported transaction.

What instrument converted into shares for NVAX?

The transaction settled restricted stock units (RSUs) into 3,800 common shares.

What is the RSU vesting schedule mentioned?

The RSUs vest one-third on each of the first three anniversaries of the 10/29/2022 grant date, subject to continued employment.

What was the derivative security price shown?

The RSUs were listed with a price of $0.00 in the derivative table.

Was the transaction coded as an exercise or conversion?

Yes. It was reported with transaction code M, indicating a conversion of derivative securities (RSUs).