Novavax (NVAX) EVP Elaine O'Hara nets shares from RSU vesting and tax withholding

Rhea-AI Filing Summary

Novavax executive Elaine O'Hara reported equity compensation activity involving restricted stock units and common shares. On March 3, 2026, she exercised or converted 56,334 restricted stock units, resulting in the acquisition of 56,334 shares of Novavax common stock at a stated price of $0.00 per share.

To cover tax withholding on this RSU vesting, 22,429 shares of common stock were withheld by the company at $9.49 per share, described as a tax-withholding disposition rather than an open-market sale. Following these transactions, O'Hara directly owned 134,642 shares of Novavax common stock. Footnotes state that one-third of the RSUs from this grant vest on each of the first three anniversaries of March 3, 2025, 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^*

O'Hara Elaine

(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 Strategy 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		56,334	A	$0	157,071	D
Common Stock	03/03/2026		F		22,429(1)	D	$9.49	134,642	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			56,334	(2)	03/03/2035	Common Stock	56,334	$0	112,666	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 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.
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FAQ

What insider transactions did Novavax (NVAX) report for Elaine O'Hara?

Novavax EVP and Chief Strategy Officer Elaine O'Hara exercised 56,334 restricted stock units into an equal number of common shares. As part of this vesting, 22,429 shares were withheld by the company to satisfy tax withholding obligations, with the remaining shares added to her direct holdings.

Did Elaine O'Hara buy or sell Novavax (NVAX) stock in the open market?

The Form 4 shows no open-market purchases or sales. It reports RSU vesting and an associated tax-withholding disposition, where 22,429 shares were withheld by Novavax at $9.49 per share to cover taxes rather than being sold in ordinary market transactions.

How many Novavax (NVAX) shares does Elaine O'Hara hold after this Form 4?

After the reported RSU exercise and tax-withholding disposition, Elaine O'Hara directly owns 134,642 shares of Novavax common stock. This balance reflects the newly vested shares minus those withheld by the company to meet tax obligations related to the March 3, 2026 RSU vesting.

What vesting schedule applies to Elaine O'Hara's Novavax (NVAX) RSUs?

Footnotes explain that one-third of the restricted stock units from this grant under the Novavax Amended and Restated 2015 Stock Incentive Plan vest on each of the first three anniversaries of March 3, 2025, provided she remains employed through each applicable vesting date.

What does transaction code M mean in the Novavax (NVAX) Form 4 for Elaine O'Hara?

Transaction code M indicates an exercise or conversion of a derivative security, here representing RSU vesting into common stock. O'Hara converted 56,334 restricted stock units into 56,334 Novavax common shares at a stated price per share of $0.00 in this filing.

What does transaction code F mean in Elaine O'Hara's Novavax (NVAX) filing?

Transaction code F reflects a tax-withholding disposition. In this case, 22,429 Novavax common shares were withheld by the company at $9.49 per share to satisfy tax withholding obligations triggered by the vesting of restricted stock units granted to Elaine O'Hara.