Novavax (NVAX) CFO receives RSUs, options and withholds shares for taxes

Rhea-AI Filing Summary

Novavax Inc. executive Kelly James Patrick, EVP, CFO and Treasurer, reported multiple equity compensation transactions. On March 2, 2026, he acquired 129,500 Restricted Stock Units (RSUs) and a non-statutory stock option for 194,000 shares at an exercise price of $9.09 per share.

On March 1, 2026, 58,666 RSUs were converted into an equal number of common shares, and 28,366 common shares at $10.14 per share were disposed of to cover tax withholding obligations. Footnotes state that prior RSUs vest in three equal annual installments from March 1, 2024, the new RSUs vest in three equal annual installments from March 2, 2026, and the stock options vest over four years starting on the first anniversary of March 2, 2026, all 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^*

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)
03/01/2026

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	03/01/2026		M		58,666	A	$0	130,299	D
Common Stock	03/01/2026		F		28,366(1)	D	$10.14	101,963	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	03/01/2026		D			58,666	(2)	03/01/2034	Common Stock	58,666	$0	58,666	D
Restricted Stock Units	$0	03/02/2026		A		129,500		(3)	03/03/2036	Common Stock	129,500	$0	129,500	D
Non-statutory Stock Option NQ	$9.09	03/02/2026		A		194,000		(4)	03/03/2036	Common Stock	194,000	$9.09	194,000	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 1, 2024, in each case subject to continued employment through such vesting date.

3. One-third (1/3) of the RSUs subject to this grant under the Plan vest on each of the first three (3) anniversaries of March 2, 2026, in each case subject to continued employment through such vesting date.

4. One-quarter (1/4) of the shares subject to this option granted under the Plan vest on the first anniversary of March 2, 2026, and the remaining three-quarters (3/4) of the shares vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.

	/s/ Mark J. Casey, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
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FAQ

What equity awards did Novavax (NVAX) CFO Kelly James Patrick receive?

Kelly James Patrick received 129,500 Restricted Stock Units and a non-statutory stock option for 194,000 shares at an exercise price of $9.09 per share. These awards represent part of his equity-based compensation from Novavax Inc., subject to multi-year vesting schedules tied to continued employment.

How do the new Novavax (NVAX) RSU grants to the CFO vest?

The new RSU grant to the CFO vests in three equal annual installments beginning on March 2, 2026. One-third of the RSUs vests on each of the first three anniversaries of that date, provided he remains employed with Novavax through each applicable vesting date.

What are the vesting terms of the Novavax (NVAX) stock options granted to the CFO?

One-quarter of the option shares vest on the first anniversary of March 2, 2026, with the remaining three-quarters vesting in equal monthly installments over the following three years. All vesting is conditioned on Kelly James Patrick’s continued employment with Novavax Inc.

Why did Novavax (NVAX) CFO dispose of 28,366 common shares?

The 28,366 common shares were withheld by Novavax to satisfy tax withholding requirements related to RSU vesting. This disposition was coded as a tax-withholding transaction, meaning the shares were not sold on the open market but used to cover tax obligations.

How were RSUs converted into Novavax (NVAX) common stock in this filing?

On March 1, 2026, 58,666 Restricted Stock Units were converted into an equal number of Novavax common shares. This occurred through the exercise or settlement of derivative securities, reflecting previously granted RSUs that had vested under the company’s stock incentive plan.

What prior RSU vesting schedule for Novavax (NVAX) CFO is described?

A prior RSU grant vests in three equal annual installments beginning on March 1, 2024. One-third of those RSUs vests on each of the first three anniversaries of that date, subject to Kelly James Patrick’s continued employment with Novavax through each vesting event.