Novavax (NASDAQ: NVAX) CEO gets RSUs; shares withheld for taxes

Rhea-AI Filing Summary

Novavax Inc. President and CEO John C. Jacobs reported equity award activity. He exercised 150,167 Restricted Stock Units into an equal number of common shares at $0.0000 per share through a derivative conversion, then 69,288 common shares were withheld at $9.49 per share to cover tax obligations, leaving him with 225,680 common shares 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^*

Jacobs John C

(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)

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

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

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	03/03/2026		M		150,167	A	$0	264,130	D
Common Stock	03/03/2026		F		69,288(1)	D	$9.49	225,680	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	03/03/2026		M			150,167	(2)	03/03/2035	Common Stock	150,167	$0	300,333	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 Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended, (the "Plan") vest on each of the first three (3) anniversaries of March 3, 2025, in each case subject to continued employment through such vesting date.

	/s/ Mark J. Casey, Attorney-in-Fact	03/05/2026
	** 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 did Novavax (NVAX) CEO John C. Jacobs report in this Form 4?

John C. Jacobs reported equity award activity, not an open-market trade. He exercised 150,167 Restricted Stock Units into common stock and had 69,288 shares withheld to satisfy tax obligations, resulting in 225,680 common shares held directly afterward.

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

The CEO converted 150,167 Restricted Stock Units into 150,167 shares of Novavax common stock. The transaction was reported with a per-share price of $0.0000, reflecting a derivative exercise or conversion rather than a cash purchase on the open market.

Why were 69,288 Novavax (NVAX) shares disposed of in this filing?

The 69,288 shares were withheld by Novavax to cover tax withholding requirements tied to the RSU vesting. This tax-withholding disposition, at $9.49 per share, does not represent an open-market sale by the CEO but an administrative settlement of tax liability.

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

After the reported RSU conversion and tax share withholding, John C. Jacobs directly holds 225,680 Novavax common shares. This figure reflects the balance following the derivative exercise of RSUs and the company’s share withholding to satisfy associated tax obligations.

Were the Novavax (NVAX) CEO’s transactions open-market buys or sells?

The transactions were not open-market buys or sells. The Form 4 shows a derivative exercise of 150,167 RSUs into common stock and a Form F tax-withholding disposition of 69,288 shares, where shares were withheld by the company to pay tax obligations on the vesting.

What are the vesting terms mentioned for the Novavax (NVAX) RSUs?

The RSUs vest in three equal installments under Novavax’s 2015 Stock Incentive Plan. One-third vests on each of the first three anniversaries of March 3, 2025, and each vesting is conditioned on John C. Jacobs’s continued employment through the applicable vesting date.