STOCK TITAN

Novavax CEO Jacobs exercises RSUs, shares withheld

Jacobs John C reported disposition transactions in this Form 4 filing.

(High)
(Negative)
Form Type
4

Rhea-AI Filing Summary

Jacobs John C reported disposition transactions in this Form 4 filing.

Novavax Inc. President and CEO John C. Jacobs exercised 83,197 Restricted Stock Units into an equal number of common shares on January 23, 2026. On the same date, 39,132 common shares were delivered to satisfy tax obligations. Following these transactions, he holds 180,797 common shares directly.

Positive

  • None.

Negative

  • None.
Insider Jacobs John C
Role President and CEO
Type Security Shares Price Value
Exercise Restricted Stock Units 83,197 $0.00 $0.00
Exercise Common Stock 83,197 $0.00 $0.00
Exercise Price or Tax Liability Common Stock 39,132 $9.17 $359K
Holdings After Transaction: Restricted Stock Units — 0 contracts (Direct); Common Stock — 180,797 shares (Direct)
Footnotes (1)
  1. F1. 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.
RSUs exercised 83,197 shares Restricted Stock Units converted to common stock on January 23, 2026
Shares withheld for taxes 39,132 shares Common shares delivered to satisfy tax obligations related to RSU vesting
Tax withholding price $9.17 per share Per-share value of common stock used in the tax-withholding disposition
Post-transaction holdings 180,797 shares Direct Novavax common stock holdings of John C. Jacobs after reported transactions
Restricted Stock Units financial
"Jacobs exercised 83,197 Restricted Stock Units into common stock."
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.
tax-withholding disposition financial
"39,132 shares were reported as a tax-withholding disposition."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
derivative security financial
"The RSUs are classified as a derivative security in the report."
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
grant date financial
"RSUs vest on each of the first three anniversaries of the grant date."
The grant date is the day a company formally gives an employee or contractor the right to receive stock-based compensation, such as stock options or restricted shares. It matters to investors because it fixes key terms—like the price, the start of the ownership clock, and when the award will affect the company’s financial statements and share count—so it can influence dilution, reported expenses, and potential future selling pressure.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Novavax (NVAX) CEO John C. Jacobs report in this Form 4?

He exercised 83,197 Restricted Stock Units into common stock and had 39,132 shares withheld for taxes. These transactions occurred on January 23, 2026, and after them he directly owns 180,797 Novavax common shares, as reported to the SEC on Form 4 for insider compliance purposes.

How many Novavax (NVAX) shares were withheld to cover the CEO's taxes?

A total of 39,132 Novavax common shares were delivered to satisfy tax obligations. These shares were valued at $9.17 per share and were reported as a tax-withholding disposition related to the vesting and conversion of the CEO's Restricted Stock Units on January 23, 2026.

How many Novavax (NVAX) shares does John C. Jacobs own after these transactions?

After the reported transactions, John C. Jacobs directly owns 180,797 Novavax common shares. This post-transaction holding reflects his direct equity stake as President and CEO following the RSU exercise and the associated delivery of 39,132 common shares to cover tax liabilities.

What type of securities did the Novavax (NVAX) CEO exercise in this report?

He exercised Restricted Stock Units (RSUs) that settled into 83,197 shares of Novavax common stock. Under the plan, one-third of the RSUs vest on each of the first three anniversaries of the grant date, subject to continued employment and any applicable tax obligations.

When did the Novavax (NVAX) CEO's RSUs convert into common stock?

The RSU exercise and related common share transactions occurred on January 23, 2026. On that date, 83,197 RSUs converted into common stock and 39,132 shares were delivered to cover taxes, as disclosed in John C. Jacobs' Form 4 insider transaction report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
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.

Keep reading