Novavax (NVAX) CFO reports RSU vesting and 20,850 shares withheld for taxes

Rhea-AI Filing Summary

Novavax EVP, CFO and Treasurer James Patrick Kelly reported equity award activity. On March 3, 2026, he acquired 43,167 shares of common stock through the exercise and vesting of restricted stock units at no cost. On the same date, 20,850 shares of common stock were withheld by the company at $9.49 per share to cover tax obligations, leaving him with 124,280 directly held common shares.

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^*

Kelly James Patrick

(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, CFO and Treasurer

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		43,167	A	$0	145,130	D
Common Stock	03/03/2026		F		20,850(1)	D	$9.49	124,280	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			43,167	(2)	03/03/2035	Common Stock	43,167	$0	86,333	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, vest on each of the first three (3) anniversaries of March 1, 2024, 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).
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FAQ

What insider transactions did Novavax (NVAX) CFO James Patrick Kelly report?

James Patrick Kelly reported RSU-related activity on March 3, 2026. He acquired 43,167 common shares from restricted stock units and had 20,850 shares withheld by Novavax at $9.49 per share to satisfy associated tax withholding obligations.

How many Novavax (NVAX) shares does CFO James Patrick Kelly hold after this Form 4?

After these transactions, James Patrick Kelly directly holds 124,280 shares of Novavax common stock. This reflects RSU vesting into 43,167 shares and the withholding of 20,850 shares by the company to cover tax liabilities tied to that vesting.

Was the Novavax (NVAX) CFO’s Form 4 transaction an open-market stock sale?

No, the Form 4 shows no open-market sale. Instead, 20,850 shares of common stock were withheld by Novavax at $9.49 per share to satisfy tax withholding requirements triggered by the vesting and conversion of restricted stock units on March 3, 2026.

What is the vesting schedule for the Novavax (NVAX) CFO’s restricted stock units?

The RSUs vest in three equal installments. One-third of the restricted stock units vests on each of the first three anniversaries of March 1, 2024, under Novavax’s 2015 Stock Incentive Plan, provided James Patrick Kelly remains continuously employed through each vesting date.

What do the M and F transaction codes mean in this Novavax (NVAX) Form 4?

Code M indicates the exercise or conversion of a derivative security, here RSUs becoming common stock. Code F reflects shares withheld by the issuer, with 20,850 shares of Novavax common stock used to pay tax withholding arising from the RSU vesting event.