Novavax (NVAX) CFO nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Novavax EVP, CFO and Treasurer James Patrick Kelly reported equity award activity involving restricted stock units (RSUs) and common stock. On March 7, 2026, 12,223 RSUs were exercised and converted into 12,223 shares of Novavax common stock at a stated price of $0.0000 per share.

On the same date, 5,904 shares of common stock were withheld by the company at $9.98 per share to satisfy tax withholding obligations related to the RSU vesting, as noted in the footnotes. After these transactions, Kelly directly held 130,599 shares of Novavax common stock. A related footnote states that one-third of the RSUs from this grant vest on each of the first three anniversaries of the March 7, 2023 grant date, subject to continued employment.

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)
03/07/2026

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	03/07/2026		M		12,223	A	$0	136,503	D
Common Stock	03/07/2026		F		5,904(1)	D	$9.98	130,599	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	$0	03/07/2026		M			12,223	(2)	03/07/2033	Common Stock	12,223	$0	0	D

Explanation of Responses:

1. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.

2. One-third (1/3) of the RSUs subject to this grant under the Plan vest on each of the first three (3) anniversaries of the March 7, 2023 grant date, in each case subject to continued employment 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.
* 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).
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FAQ

What insider transactions did Novavax (NVAX) CFO James Patrick Kelly report?

James Patrick Kelly reported exercising 12,223 restricted stock units into 12,223 Novavax common shares and a related tax-withholding share disposition. After these equity award transactions, he directly held 130,599 shares of Novavax common stock according to the Form 4 data.

How many Novavax (NVAX) RSUs did the CFO convert into common stock?

The CFO exercised 12,223 restricted stock units, converting them into 12,223 shares of Novavax common stock. The transaction was recorded at a stated price of $0.0000 per share and increased his directly held common stock before subsequent tax-withholding activity.

Why were 5,904 Novavax (NVAX) shares withheld in the Form 4 filing?

The filing notes that 5,904 shares of Novavax common stock were withheld by the company to satisfy tax withholding requirements arising from the RSU vesting. These shares were valued at $9.98 per share for this tax-withholding disposition transaction.

How many Novavax (NVAX) shares does the CFO hold after these transactions?

After the RSU exercise and the tax-withholding share disposition, the Form 4 reports that James Patrick Kelly directly owns 130,599 shares of Novavax common stock. This figure reflects his updated direct holdings following the March 7, 2026 equity award-related activity.

What is the vesting schedule for the Novavax (NVAX) RSUs in this filing?

A footnote explains that one-third of the RSUs from the March 7, 2023 grant vest on each of the first three anniversaries of that grant date. Each vesting tranche is subject to the executive’s continued employment through the applicable vesting date.

What do the transaction codes M and F mean in this Novavax (NVAX) Form 4?

Code M indicates the exercise or conversion of a derivative security, here RSUs converting into common stock. Code F indicates a tax-withholding disposition, where shares are delivered or withheld to cover tax liabilities tied to the equity award vesting.