Novavax EVP reports RSU vesting and tax withholding

Novavax EVP and Chief Legal Officer Mark J. Casey reported equity compensation activity involving restricted stock units and common stock.

Accepted by SEC EDGAR 03/05/2026 - 06:01 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Novavax EVP and Chief Legal Officer Mark J. Casey reported equity compensation activity involving restricted stock units and common stock. On March 3, 2026, 4,000 restricted stock units were converted and 37,500 shares of common stock were acquired through an exercise or conversion of derivative securities at a stated price of $0.00 per share.

In a related move, 11,378 shares of common stock were withheld at $9.49 per share to satisfy tax withholding obligations tied to the RSU vesting, leaving 90,067 shares of common stock held directly after these transactions. A footnote explains that one-third of the RSUs under the company’s 2015 Stock Incentive Plan vest on each of the first three anniversaries of March 3, 2025, subject to continued employment.

Insider Trade Summary

4,000 shares exercised/converted

Exercise 3 txns

Insider Casey Mark J

Role EVP, Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	4,000	$0.00	$0.00
Exercise	Common Stock	37,500	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	11,378	$9.49	$108K

Holdings After Transaction: Restricted Stock Units — 4,000 contracts (Direct); Common Stock — 90,067 shares (Direct)

Holdings Before and After: Restricted Stock Units, 8,000 to 4,000 contracts (Direct); Common Stock, 63,945 to 90,067 shares (Direct)

Footnotes (2)

1. F1. Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
2. F2. 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 3, 2025, in each case subject to continued employment through such vesting date.

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

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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^*

Casey Mark J

(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)
	EVP, Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2026

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	03/03/2026		M		37,500	A	$0	101,445	D
Common Stock	03/03/2026		F		11,378(1)	D	$9.49	90,067	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	03/03/2026		M			4,000	(2)	03/03/2035	Common Stock	4,000	$0	4,000	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 3, 2025, in each case subject to continued employment through such vesting date.

	/s/ Mark J. Casey, Attorney-in-Fact	03/05/2026
	** 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.
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