Novavax (NVAX) CEO receives large RSU and option grants plus tax withholding

Rhea-AI Filing Summary

Novavax, Inc. President and CEO John C. Jacobs reported multiple equity transactions. On March 2, 2026, he received a grant of 367,500 Restricted Stock Units and a grant of 551,500 Non-Statutory Stock Options with an exercise price of $9.09 per share, each subject to multi‑year vesting conditions.

On March 1, 2026, 83,333 Restricted Stock Units were exercised into 83,333 shares of common stock at $0.00 per share, and 38,450 shares of common stock at $10.14 per share were disposed of to satisfy tax withholding obligations related to RSU vesting. After these transactions, he directly owned 225,680 shares of Novavax common stock.

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^*

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)
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		83,333	A	$0	264,130	D
Common Stock	03/01/2026		F		38,450(1)	D	$10.14	225,680	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			83,333	(2)	03/03/2033	Common Stock	83,333	$0	0	D
Restricted Stock Units	$0	03/02/2026		A		367,500		(3)	03/02/2036	Common Stock	367,500	$0	367,500	D
Non-Statutory Stock Option NQ	$9.09	03/02/2026		A		551,500		(4)	03/02/2036	Common Stock	551,500	$9.09	551,500	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, 2024, 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 2, 2026, in each case subject to continued employment through such vesting date.

4. 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
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FAQ

What equity awards did Novavax (NVAX) CEO John C. Jacobs receive?

John C. Jacobs received a grant of 367,500 Restricted Stock Units and 551,500 Non-Statutory Stock Options at an exercise price of $9.09 per share. Both awards vest over several years, contingent on his continued employment with Novavax through specified anniversary dates.

How do the new RSU grants to Novavax (NVAX) CEO vest over time?

One-third of certain RSUs vest on each of the first three anniversaries of March 1, 2024. Another RSU grant vests one-third on each of the first three anniversaries of March 2, 2026, in all cases requiring continued employment through each vesting date.

What is the vesting schedule for the new stock options granted to the Novavax (NVAX) CEO?

For the new Non-Statutory Stock Options, one quarter of the shares vest on the first anniversary of March 2, 2026. The remaining three quarters vest in equal monthly installments over the following three years, subject to his continued employment with Novavax.

Did the Novavax (NVAX) CEO sell shares in the open market in this Form 4?

The CEO reported a disposition of 38,450 shares of common stock at $10.14 per share. According to the footnote, these shares were withheld by Novavax solely to satisfy tax withholding obligations arising from RSU vesting, rather than an open-market sale.

How many Novavax (NVAX) common shares does the CEO own after these transactions?

After the reported transactions, John C. Jacobs directly owned 225,680 shares of Novavax common stock. This figure reflects the RSU conversion into common shares and the shares withheld to cover tax liabilities associated with the vesting event.

What RSU conversion to common stock did the Novavax (NVAX) CEO report?

The CEO reported the exercise or conversion of 83,333 Restricted Stock Units into 83,333 shares of Novavax common stock at $0.00 per share. This reflects RSUs that vested and were settled in shares under the company’s stock incentive plan.