Novavax (NVAX) EVP reports RSU conversion and tax share transaction details

Rhea-AI Filing Summary

Novavax’s executive vice president and chief legal officer reported equity award activity involving company stock. On 12/11/2025, the executive acquired 41,899 shares of Novavax common stock at $0 per share, increasing direct ownership to 73,972 shares immediately after that transaction.

On the same date, a separate transaction coded “F” shows the disposition of 12,713 shares at a price of $6.69 per share, leaving the executive with 61,159 shares of common stock held directly. The filing also lists 41,899 restricted stock units tied to Novavax common stock at a $0 exercise price, with a vesting schedule under which one-third of the RSUs vest 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

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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^*

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)
12/11/2025

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	12/11/2025		M		41,899	A	$0	73,972	D
Common Stock	12/11/2025		F		12,713	D	$6.69	61,159	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	12/11/2025		M			41,899	(1)	12/11/2033	Common Stock	41,899	$0	41,899	D

Explanation of Responses:

1. 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/ Casey Mark J	12/15/2025
	** 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 insider stock transaction did Novavax (NVAX) report for its executive?

The filing shows Novavax’s executive vice president and chief legal officer acquired 41,899 shares of common stock on 12/11/2025 at $0 per share, then disposed of 12,713 shares at $6.69 per share. After these transactions, the executive directly owned 61,159 Novavax shares.

When did the reported Novavax (NVAX) insider transactions occur?

The earliest transaction date reported is 12/11/2025. On that date, the executive acquired 41,899 shares of Novavax common stock at $0 per share and, in a separate transaction coded “F,” disposed of 12,713 shares at $6.69 per share.

How many Novavax (NVAX) shares does the reporting person own after these transactions?

Following the transactions on 12/11/2025, the executive vice president and chief legal officer is shown as directly owning 61,159 shares of Novavax common stock.

What restricted stock unit (RSU) award is disclosed for the Novavax (NVAX) executive?

The filing lists 41,899 restricted stock units with a $0 exercise price, each tied to one share of Novavax common stock and an expiration date of 12/11/2033. These RSUs are held directly by the executive.

How do the Novavax (NVAX) RSUs for this executive vest?

According to the vesting terms, one-third of the RSUs subject to this grant vest on each of the first three anniversaries of the grant date, and vesting is subject to continued employment through each vesting date.

What is the role of the reporting person in Novavax (NVAX)?

The reporting person in this Form 4 is an officer of Novavax, serving as EVP, Chief Legal Officer, and the transactions reported relate to that individual’s equity awards and holdings.