Novavax (NVAX) EVP Elaine O'Hara receives major RSU and option grants

Rhea-AI Filing Summary

Novavax EVP and Chief Strategy Officer Elaine O'Hara reported a series of equity-related transactions. She received a grant of 118,000 Restricted Stock Units (RSUs) and a stock option for 177,500 shares at an exercise price of $9.09 per share, both vesting over multi‑year periods subject to continued employment under the company’s stock incentive plan.

On the same dates, previously granted RSUs for 19,600 and 40,000 units were exercised into common stock. To satisfy tax withholding obligations tied to these vestings, 5,375 and 10,969 shares of common stock were disposed of at $10.14 per share, with the remaining shares held directly by O'Hara.

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^*

O'Hara Elaine

(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, Chief Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		M		19,600	A	$0	77,081	D
Common Stock	03/01/2026		F		5,375(1)	D	$10.14	71,706	D
Common Stock	03/01/2026		M		40,000	A	$0	111,706	D
Common Stock	03/01/2026		F		10,969(1)	D	$10.14	100,737	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	03/01/2026		M			19,600	(2)	03/01/2033	Common Stock	19,600	$0	0	D
Restricted Stock Units	$0	03/01/2026		M			40,000	(3)	03/01/2034	Common Stock	40,000	$0	40,000	D
Restricted Stock Units	$0	03/02/2026		A		118,000		(4)	03/02/2036	Common Stock	118,000	$0	118,000	D
2026 Non-statutory Stock Option NQ	$9.09	03/02/2026		A		177,500		(5)	03/02/2036	Common Stock	177,500	$9.09	177,500	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 1, 2023, in each case subject to continued employment through such vesting date.

3. One-third (1/3) of the RSUs subject to this grant under the Plan vest on each of the first three (3) anniversaries of March 1, 2024, in each case subject to continued employment through such vesting date.

4. One-third (1/3) of the RSUs subject to this grant under the Plan vest on each of the first three (3) anniversaries of March 2, 2026, in each case subject to continued employment through such vesting date.

5. 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	03/03/2026
	** 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 equity awards did Novavax (NVAX) grant to Elaine O'Hara?

Elaine O'Hara received a grant of 118,000 Restricted Stock Units and a non‑statutory stock option for 177,500 shares at an exercise price of $9.09, both under Novavax’s stock incentive plan with multi‑year vesting tied to continued employment.

How do the new RSUs for Novavax (NVAX) executive Elaine O'Hara vest?

The new RSUs vest in three equal annual installments starting on March 2, 2026, with one‑third vesting each year. Vesting is conditioned on Elaine O'Hara’s continued employment with Novavax on each scheduled vesting date under the company’s stock incentive plan.

What is the vesting schedule for Elaine O'Hara's new Novavax stock option?

One‑quarter of the 177,500‑share option vests on the first anniversary of March 2, 2026. The remaining three‑quarters vest in equal monthly installments over the following three years, contingent on her continued employment with Novavax throughout the vesting period.

Why did Elaine O'Hara dispose of some Novavax (NVAX) shares in this Form 4?

Novavax withheld 5,375 and 10,969 shares of common stock to cover tax withholding obligations from RSU vesting. These dispositions, reported with code F at $10.14 per share, reflect shares delivered to satisfy tax liabilities rather than open‑market sales.

What derivative exercises did Elaine O'Hara report for Novavax (NVAX)?

Elaine O'Hara reported exercises of 19,600 and 40,000 Restricted Stock Units into common stock. These transactions, coded M, converted previously granted RSUs into shares as they vested, increasing her direct common stock holdings before tax‑withholding share dispositions.