[Form 4] NOVAVAX INC Insider Trading Activity

Rhea-AI Filing Summary

Novavax (NVAX) officer reported equity transactions on 11/11/2025. 14,257 shares of common stock were acquired at $0.00 via RSU conversion (Code M), and 6,048 shares were sold to cover taxes at $7.40 (Code F). After these transactions, 8,209 common shares were held directly.

The filing lists RSU activity tied to these shares and shows 28,513 restricted stock units beneficially owned following the transactions. Each RSU represents one share, with vesting at one‑third on each of the first three anniversaries of the grant date, subject to 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^*

Draghia-Akli Ruxandra

(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)
	Section 16

3. Date of Earliest Transaction (Month/Day/Year)
11/11/2025

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
Common Stock	11/11/2025		M		14,257	A	$0.00	14,257	D
Common Stock	11/11/2025		F		6,048	D	$7.4	8,209	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	(1)	11/11/2025		D			14,257	(2)	11/11/2034	Common Stock	14,257	$0	28,513	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of Company common stock.

2. 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	11/13/2025
	** 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).
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 did Novavax (NVAX) disclose in this Form 4?

An officer reported RSU conversion and tax-related share sales on 11/11/2025.

How many shares were acquired or sold by the NVAX officer?

14,257 shares were acquired at $0.00 (Code M); 6,048 shares were sold at $7.40 (Code F).

What are the officer’s direct holdings after the transactions?

Directly held common stock totaled 8,209 shares after the reported transactions.

What RSU holdings remain for the NVAX officer?

The filing shows 28,513 restricted stock units beneficially owned following the transactions.

How do the RSUs vest at Novavax?

RSUs vest one‑third on each of the first three anniversaries of the grant date, subject to continued employment.

What do the Form 4 transaction codes mean here?

Code M indicates RSU conversion to shares; Code F indicates shares sold to cover taxes.