Novavax (NASDAQ: NVAX) CEO reports RSU exercise and tax trade

Rhea-AI Filing Summary

Novavax President and CEO John C. Jacobs reported equity transactions in Novavax, Inc. common stock. On January 23, 2026, he converted 83,197 Restricted Stock Units (RSUs) into an equal number of common shares at an exercise price of $0, increasing his directly held common stock to 219,929 shares. On the same date, he executed a transaction coded F involving 39,132 common shares at $9.17 per share, after which he directly beneficially owned 180,797 shares of Novavax common stock. The footnote explains that one-third of the RSUs from this grant vest on each of the first three anniversaries of the grant date, conditioned on 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

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^*

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)
01/23/2026

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	01/23/2026		M		83,197	A	$0	219,929	D
Common Stock	01/23/2026		F		39,132	D	$9.17	180,797	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	01/23/2026		M			83,197	(1)	03/03/2033	Common Stock	83,197	$0	0	D

Explanation of Responses:

1. 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 grant date, in each case subject to continued employment through such vesting date.

	/s/ Mark J. Casey, Attorney-in-Fact	01/26/2026
	** 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.

FAQ

What insider transaction did Novavax (NVAX) CEO John C. Jacobs report?

John C. Jacobs reported converting 83,197 Restricted Stock Units (RSUs) into Novavax common stock at an exercise price of $0, and a separate transaction coded F involving 39,132 common shares at $9.17 per share.

How many Novavax (NVAX) shares does the CEO own after the reported Form 4 transactions?

Following the reported transactions on January 23, 2026, John C. Jacobs directly beneficially owned 180,797 shares of Novavax common stock.

What does the RSU transaction on the Novavax (NVAX) Form 4 represent?

The RSU transaction coded M shows the conversion of 83,197 Restricted Stock Units into 83,197 shares of Novavax common stock at an exercise price of $0, reducing the derivative RSU balance to 0.

What is the meaning of the F-coded transaction in the Novavax (NVAX) CEO's Form 4?

The transaction coded F relates to 39,132 shares of Novavax common stock at a price of $9.17 per share, and it is reported as affecting the CEO's directly held shares, which totaled 180,797 afterward.

How do the Novavax (NVAX) CEO's RSUs vest according to the filing footnote?

The footnote states that one-third (1/3) of the RSUs in this grant vest on each of the first three anniversaries of the grant date, in each case subject to continued employment through the applicable vesting date.

Is John C. Jacobs both a director and officer of Novavax (NVAX)?

Yes. The filing identifies John C. Jacobs as both a Director and an Officer, with the title President and CEO of Novavax, Inc.