Novavax (NVAX) director gains RSU and option grants, exercises award

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Novavax director Richard J. Rodgers reported equity compensation activity and an RSU vesting-related exercise. On June 20, 2026, he exercised 18,880 restricted stock units into 18,880 shares of common stock, bringing his direct common stock holdings to 47,370 shares.

Two days earlier, on June 18, 2026, he received grants of 14,180 new RSUs and 21,270 stock options with a $9.13 exercise price, each tied to the company’s Amended and Restated 2015 Stock Incentive Plan. Both the new RSUs and options vest 100% on the first anniversary of the June 18, 2026 grant date, subject to continued board service. The RSU exercise reflects full vesting of a prior June 20, 2025 RSU grant.

Insider Trade Summary

18,880 shares exercised/converted

Mixed 4 txns

Insider Rodgers Richard J

Role null

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	18,880	$0.00	--
Exercise	Common Stock	18,880	$0.00	--
Grant/Award	Stock Option (Right to Buy)	21,270	$0.00	--
Grant/Award	Restricted Stock Units	14,180	$0.00	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 47,370 shares (Direct, null); Stock Option (Right to Buy) — 21,270 shares (Direct, null)

Footnotes (1)

Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock. 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 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date. One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, will vest on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date. 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, 2025 grant date subject to continued service on the Company's Board of Directors through the vesting date

Key Figures

RSUs exercised: 18,880 units Common shares held after exercise: 47,370 shares New RSU grant: 14,180 units +3 more

6 metrics

RSUs exercised 18,880 units RSUs converted to common stock on June 20, 2026

Common shares held after exercise 47,370 shares Direct holdings following June 20, 2026 transaction

New RSU grant 14,180 units Granted June 18, 2026, vesting after one year

New stock option grant 21,270 options Granted June 18, 2026 under 2015 Stock Incentive Plan

Option exercise price $9.13 per share Strike price for 21,270 stock options expiring June 18, 2036

RSU vesting from prior grant 100% vesting RSUs from June 20, 2025 grant fully vested after one year

Key Terms

Restricted Stock Units, Stock Option (Right to Buy), Amended and Restated 2015 Stock Incentive Plan, Exercise or conversion of derivative security, +1 more

5 terms

Restricted Stock Units financial

"The filing reports transactions in Restricted Stock Units and their conversion."

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.

Stock Option (Right to Buy) financial

"One transaction involves a Stock Option (Right to Buy) with a $9.13 price."

Amended and Restated 2015 Stock Incentive Plan financial

"The grants were made under the Amended and Restated 2015 Stock Incentive Plan."

Exercise or conversion of derivative security financial

"The RSU exercise is coded as an exercise or conversion of derivative security."

Grant, award, or other acquisition financial

"The June 18, 2026 RSU and option entries are described as grant, award, or other acquisition."

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/23/2026 - 07:59 PM Accepted by SEC EDGAR 06/23/2026 - 07:58 PM

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^*

Rodgers Richard J

(Last)

(First)

(Middle)

21 FIRSTFIELD ROAD

(Street)

GAITHERSBURG

MARYLAND

20878

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/20/2026		M		18,880	A	⁽¹⁾	47,370	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$9.13	06/18/2026		A		21,270		⁽²⁾	06/18/2036	Common Stock	21,270	$0	21,270	D
Restricted Stock Units	⁽¹⁾	06/18/2026		A		14,180		⁽³⁾	⁽³⁾	Common Stock	14,180	$0	14,180	D
Restricted Stock Units	⁽¹⁾	06/20/2026		M			18,880	⁽⁴⁾	⁽⁴⁾	Common Stock	18,880	$0	0	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 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 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.

3. One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, will vest on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.

4. 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, 2025 grant date subject to continued service on the Company's Board of Directors through the vesting date

	/s/ Mark J. Casey, Attorney-in-Fact	06/23/2026
	** 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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Novavax (NVAX) director Richard J. Rodgers report?

Richard J. Rodgers reported equity compensation-related activity, including exercising 18,880 restricted stock units into common shares and receiving new grants of 14,180 RSUs and 21,270 stock options. All transactions were acquisitions, with no open-market buys or sales disclosed in this filing.

How many Novavax (NVAX) shares does Richard J. Rodgers hold after these transactions?

Following the June 20, 2026 RSU exercise, Richard J. Rodgers directly holds 47,370 shares of Novavax common stock. This total reflects the addition of 18,880 shares received from vested RSUs and does not include unvested RSUs or unexercised stock options granted on June 18, 2026.

What RSU awards did Novavax (NVAX) grant to Richard J. Rodgers in June 2026?

On June 18, 2026, Richard J. Rodgers received a grant of 14,180 restricted stock units, each representing a right to one Novavax common share. According to the plan terms, 100% of these RSUs will vest on the first anniversary of the grant date, subject to continued board service.

What stock options did Novavax (NVAX) grant to Richard J. Rodgers and at what price?

Novavax granted Richard J. Rodgers 21,270 stock options on June 18, 2026, each exercisable for one share of common stock. The options carry a $9.13 exercise price and vest 100% on the first anniversary of the grant date, subject to continued service, and expire on June 18, 2036.

Were Richard J. Rodgers’ Novavax (NVAX) transactions market purchases or sales?

The reported transactions were not open-market trades. They consisted of an RSU vesting-related exercise converting 18,880 RSUs into shares and new grants of 14,180 RSUs plus 21,270 stock options. The filing shows no open-market buying or selling activity by Rodgers in this report.