Novavax Board Member Gets Significant Equity Package Amid Biotech Rally

Rhea-AI Filing Summary

Novavax director Richard J. Rodgers received new equity compensation grants on June 20, 2025, consisting of:

• 28,326 stock options with an exercise price of $6.42 per share, exercisable until June 20, 2035
• 18,884 Restricted Stock Units (RSUs) convertible into common stock

Both grants are scheduled to vest 100% on the first anniversary of the grant date (June 20, 2024), contingent on continued service as a board member. The stock options represent the right to purchase Novavax common stock, while each RSU represents the right to receive one share of common stock upon vesting. This compensation package aligns with standard director equity incentive practices under the company's Amended and Restated 2015 Stock Incentive Plan.

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
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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)

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)
06/20/2025

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

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
Stock Option (Right to Buy)	$6.42	06/20/2025		A		28,326		(3)	06/20/2035	Common Stock	28,326	$6.42	28,326	D
Restricted Stock Units	(1)	06/20/2025		A		18,884		(2)	(2)	Common Stock	18,884	$0	18,884	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. 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 20, 2024 grant date subject to continued service on the Company's Board of Directors through the vesting date.

3. 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 20, 2024 grant date subject to continued service on the Company's Board of Directors through the vesting date.

	/s/Mark J. Casey, Attorney-in-Fact	06/24/2025
	** 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).
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FAQ

What stock options did NVAX director Richard Rodgers receive on June 20, 2025?

Richard Rodgers received stock options to buy 28,326 shares of NVAX common stock at an exercise price of $6.42 per share. These options will vest 100% on June 20, 2025, subject to continued service on the Board of Directors, and expire on June 20, 2035.

How many restricted stock units (RSUs) were granted to NVAX director Richard Rodgers?

Richard Rodgers was granted 18,884 restricted stock units (RSUs) on June 20, 2025. Each RSU represents a right to receive one share of Novavax common stock, with 100% vesting occurring on the first anniversary of the June 20, 2024 grant date.

What is the vesting schedule for NVAX director Rodgers' June 2025 equity grants?

Both the stock options and RSUs granted to Richard Rodgers will vest 100% on the first anniversary of the June 20, 2024 grant date (i.e., June 20, 2025), contingent upon his continued service on Novavax's Board of Directors through the vesting date.

What is the exercise price of NVAX director Rodgers' stock options granted in June 2025?

The stock options were granted with an exercise price of $6.42 per share under Novavax's Amended and Restated 2015 Stock Incentive Plan.

Who filed this Form 4 for NVAX and what is their role?

The Form 4 was filed for Richard J. Rodgers, who serves as a Director of Novavax Inc (NVAX). The form was signed by Mark J. Casey as Attorney-in-Fact on June 24, 2025.