Novavax director receives RSU and option grants

NOVAVAX INC director Charles W. Newton received new equity awards as part of his compensation.

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Form Type

Rhea-AI Filing Summary

NOVAVAX INC director Charles W. Newton received new equity awards as part of his compensation. On June 18, 2026, he was granted 14,180 restricted stock units, each representing one share of Novavax common stock, and a stock option for 21,270 shares at an exercise price of $9.13 per share.

According to the company’s Amended and Restated 2015 Stock Incentive Plan, one hundred percent of the option shares will vest on the first anniversary of the June 18, 2026 grant date, subject to his continued service on the Board of Directors. The RSU grant is also described as vesting in full on the first anniversary of that grant date, under the same continued-service condition.

Insider Trade Summary

Grant/Award: 35,450 shares

Grant/Award 2 txns

Insider Newton Charles W.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Stock Option (Right to Buy)	21,270	$0.00	$0.00
Grant/Award	Restricted Stock Units	14,180	$0.00	$0.00

Holdings After Transaction: Stock Option (Right to Buy) — 21,270 contracts (Direct); Restricted Stock Units — 14,180 contracts (Direct)

Footnotes (3)

F1. One hundred percent (100%) of the shares subject to this option grant under the Amended and Restated 2015 Stock Incentive Plan, as amended, will vest on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.
F2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
F3. One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.

Key Figures

RSU grant size: 14,180 RSUs Option grant size: 21,270 options Option exercise price: $9.13 per share +3 more

6 metrics

RSU grant size 14,180 RSUs Granted to director Charles W. Newton on June 18, 2026

Option grant size 21,270 options Stock Option (Right to Buy) granted June 18, 2026

Option exercise price $9.13 per share Conversion or exercise price for 21,270 stock options

Options expiration June 18, 2036 Expiration date of the stock option grant

RSUs underlying common stock 14,180 shares Underlying Novavax common stock for RSU grant

Options underlying common stock 21,270 shares Underlying Novavax common stock for option grant

Key Terms

Restricted Stock Units, Stock Option (Right to Buy), Amended and Restated 2015 Stock Incentive Plan, exercise price, +1 more

5 terms

Restricted Stock Units financial

"security_title: "Restricted Stock Units""

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

Stock Option (Right to Buy) financial

"security_title: "Stock Option (Right to Buy)""

Amended and Restated 2015 Stock Incentive Plan financial

"option grant under the Amended and Restated 2015 Stock Incentive Plan, as amended"

exercise price financial

"conversion_or_exercise_price: "9.1300""

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

vest financial

"will vest on the first anniversary of the June 18, 2026 grant date"

A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.

FAQ

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What insider transactions did NVAX director Charles W. Newton report?

Charles W. Newton reported receiving equity awards in the form of restricted stock units and stock options. The filing shows grants of 14,180 RSUs and 21,270 stock options tied to Novavax common stock, both awarded on June 18, 2026 under a company stock incentive plan.

How many restricted stock units did Charles W. Newton receive from NOVAVAX INC (NVAX)?

He received 14,180 restricted stock units. Each RSU represents a contingent right to receive one share of Novavax common stock, granted under the company’s Amended and Restated 2015 Stock Incentive Plan and subject to a service-based vesting condition tied to Board tenure.

What are the terms of the stock options granted to NVAX director Charles W. Newton?

Newton was granted stock options covering 21,270 shares of Novavax common stock at an exercise price of $9.13 per share. The filing states that 100% of the option shares will vest on the first anniversary of the June 18, 2026 grant date, contingent on continued Board service.

When do Charles W. Newton’s NOVAVAX INC equity awards vest?

Both the option and RSU awards are described as vesting one year after the June 18, 2026 grant date. Vesting is conditioned on Newton’s continued service on Novavax’s Board of Directors through that first anniversary, reflecting a typical time-based compensation structure.

Are Charles W. Newton’s NVAX Form 4 transactions open-market buys or compensation grants?

These transactions are compensation-related grants, not open-market purchases or sales. The Form 4 uses transaction code “A” for both, indicating grant or award acquisitions of RSUs and stock options under Novavax’s Amended and Restated 2015 Stock Incentive Plan, rather than discretionary trading.

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Accepted by SEC EDGAR 06/23/2026 - 07:49 PM EDT

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Newton Charles W.

(Last)

(First)

(Middle)

21 FIRSTFIELD ROAD

(Street)

GAITHERSBURG

MARYLAND

20878

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.13	06/18/2026		A		21,270		⁽¹⁾	06/18/2036	Common Stock	21,270	$0	21,270	D
Restricted Stock Units	⁽²⁾	06/18/2026		A		14,180		⁽³⁾	⁽³⁾	Common Stock	14,180	$0	14,180	D

Explanation of Responses:

1. One hundred percent (100%) of the shares subject to this option grant under the Amended and Restated 2015 Stock Incentive Plan, as amended, will vest on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.

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

3. One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.

	/s/ Mark J. Casey, Attorney-in-Fact	06/23/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR