Shah Capital holds 9% Novavax stake and challenges board (NVAX)

Rhea-AI Filing Summary

Shah Capital Management, Shah Capital Opportunity Fund, and Himanshu H. Shah filed Amendment No. 7 to their Schedule 13D on Novavax, Inc. They report that Mr. Shah may be deemed to beneficially own 14,841,000 shares of Novavax common stock, representing 9.03% of the class, including shares held through managed accounts.

On May 14, 2026, the group sent an “Elevating Novavax Presentation” to Novavax’s board of directors outlining what they believe are failures of current leadership, including marketing since 2023, the Sanofi partnership, capital markets activity, and leadership’s focus. They also state that there have been no Novavax share transactions by them since the prior amendment.

Insights

Activism & Governance Analyst

Large Novavax holder updates 13D and formally challenges leadership.

Shah Capital, its opportunity fund, and Himanshu H. Shah report beneficial ownership of 14.84M Novavax shares, or 9.03% of the common stock. The stake is held directly by Mr. Shah and indirectly through Shah-managed vehicles.

The group sent an “Elevating Novavax Presentation” to the board on May 14, 2026, describing what they believe are shortcomings in marketing since 2023, the Sanofi partnership, capital markets activity, and leadership’s priorities. This positions them as an engaged, critical shareholder rather than a passive investor.

They also disclose no Novavax share transactions since Amendment No. 6, so the economic position appears unchanged while the governance stance has become more assertive. Future company filings and any board responses will clarify whether this interaction leads to strategic or leadership changes.

Key Figures

Shah Capital Management beneficial ownership: 14,714,705 shares Shah Capital Opportunity Fund holdings: 14,000,000 shares Mr. Shah total beneficial ownership: 14,841,000 shares +3 more

6 metrics

Shah Capital Management beneficial ownership 14,714,705 shares Beneficially owned; 8.95% of Novavax common stock

Shah Capital Opportunity Fund holdings 14,000,000 shares Directly beneficially owned; 8.51% of Novavax common stock

Mr. Shah total beneficial ownership 14,841,000 shares Aggregate beneficial ownership; 9.03% of Novavax common stock

Mr. Shah direct holdings 126,295 shares Shares held in Mr. Shah’s separately managed account

Shared voting power (Shah Capital) 14,714,705 shares Shared voting and dispositive power reported for Shah Capital

Event date for board presentation 05/14/2026 Date “Elevating Novavax Presentation” sent to Novavax board

Key Terms

beneficially owns, Schedule 13D, dispositive power, joint filing agreement, +2 more

6 terms

beneficially owns financial

"As of the date hereof, Shah Opportunity directly beneficially owns 14,000,000 shares of Common Stock."

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition..."

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

dispositive power financial

"Sole Dispositive Power - 0 Shared Dispositive Power - 14,714,705"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

joint filing agreement regulatory

"Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6..."

Elevating Novavax Presentation financial

"On May 14, 2026, the Reporting Persons sent a presentation (the "Elevating Novavax Presentation") to the board of directors..."

Reporting Person regulatory

"Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons.""

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 7)

NOVAVAX, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 per share

(Title of Class of Securities)

670002401

(CUSIP Number)

Himanshu H. Shah
2301 Sugar Bush Road, Suite 510
Raleigh, NC, 27612
(919) 719-6360

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

05/14/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 670002401

1

Name of reporting person

Shah Capital Management

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NORTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,714,705.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,714,705.00

11

Aggregate amount beneficially owned by each reporting person

14,714,705.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.95 %

14

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13D

CUSIP Number(s): 670002401

1

Name of reporting person

Shah Capital Opportunity Fund LP

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 14,000,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 14,000,000.00

11

Aggregate amount beneficially owned by each reporting person

14,000,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.51 %

14

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13D

CUSIP Number(s): 670002401

1

Name of reporting person

Himanshu H. Shah

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 126,295.00
8	Shared Voting Power 14,714,705.00
9	Sole Dispositive Power 126,295.00
10	Shared Dispositive Power 14,714,705.00

11

Aggregate amount beneficially owned by each reporting person

14,841,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

9.03 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.01 per share
(b)	Name of Issuer: NOVAVAX, INC.
(c)	Address of Issuer's Principal Executive Offices: 700 QUINCE ORCHARD ROAD, GAITHERSBURG, MARYLAND , 20878.
Item 1 Comment: The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (the "Amendment No. 7"). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein.
Item 2.	Identity and Background
(a)	Item 2(a) is hereby amended and restated to read as follows: (i) Shah Capital Management, Inc. ("Shah Capital"), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below) and certain separately managed accounts (the "Shah Managed Accounts"); (ii) Shah Capital Opportunity Fund LP ("Shah Opportunity"), a Delaware limited partnership, with respect to the shares of Common Stock directly and beneficially owned by it; and (iii) Himanshu H. Shah ("Mr. Shah"), who serves as President and Chief Investment Officer of Shah Capital Management and with respect to the shares of Common Stock directly beneficially owned by him in that certain account separately managed by Shah Capital Management for his benefit (the "Mr. Shah Managed Account"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 to Amendment No. 1 to the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
(c)	Item 2(c) is hereby amended and restated to read as follows: The principal business of each of Shah Capital Management is serving as the investment manager of each of Shah Opportunity and the Shah Managed Accounts. The principal business of Shah Opportunity is investing in securities. Mr. Shah serves as the President and Chief Investment Officer of Shah Capital Management.
(f)	Shah Capital is North Carolina corporation. Shah Opportunity is a Delaware limited partnership. Mr. Shah is a citizen of the United States of America.
Item 4.	Purpose of Transaction
	Item 4 is hereby amended to add the following: On May 14, 2026, the Reporting Persons sent a presentation (the "Elevating Novavax Presentation") to the board of directors of the Issuer (the "Board") outlining what they believe to be the failures of the current leadership, specifically noting the following: (i) marketing failure since 2023; (ii) underwhelming Sanofi partnership; (iii) capital market mismanagement; and (iv) leadership enriching itself instead of building value. The foregoing description of the Elevating Novavax Presentation does not purport to be complete and is qualified in its entirety to the Elevating Novavax Presentation, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Item 5.	Interest in Securities of the Issuer
(a)	Items 5(a)-(c) are hereby amended and restated to read as follows: The aggregate percentage of the shares of Common Stock reported owned by each person named herein is based upon 164.4M shares outstanding as of April 30, 2026. (i) - Shah Capital 14,714,705; 8.95% (ii) - Shah Opportunity 14,000,000; 8.51% (iii) - Himanshu H. Shah 14,841,000; 9.03%
(b)	(i) - Shah Capital Sole Voting Power - 0 Shared Voting Power - 14,714,705 Sole Dispositive Power - 0 Shared Dispositive Power - 14,714,705 (ii) - Shah Opportunity Sole Voting Power - 0 Shared Voting Power - 14,000,000 Sole Dispositive Power - 0 Shared Dispositive Power - 14,000,000 (iii) - Himanshu H. Shah Sole Voting Power - 126,295 Shared Voting Power - 14,714,705 Sole Dispositive Power - 126,295 Shared Dispositive Power - 14,714,705 As of the date hereof, Shah Opportunity directly beneficially owns 14,000,000 shares of Common Stock. As the investment manager of Shah Opportunity and the Shah Managed Accounts, Shah Capital Management may be deemed to beneficially own 14,714,705 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts. As of the date hereof, Mr. Shah directly beneficially owns 126,295 shares of Common Stock, which are held in the Mr. Shah Managed Account. As the President and Chief Investment Officer of Shah Capital Management, Mr. Shah may be deemed to beneficially own the 14,714,705 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts, which in addition to the 126,295 shares of Common Stock he beneficially owns directly, constitutes an aggregate of 14,841,000 shares of Common Stock that Mr. Shah may be deemed to beneficially own.
(c)	There were no transactions in securities since the filing of Amendment No. 6 to the Schedule 13D.
Item 7.	Material to be Filed as Exhibits.
	Item 7 is hereby amended to add the following exhibit: Exhibit Number Description Exhibit 99.1 Elevating Novavax Presentation

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Shah Capital Management

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, President and Chief Investment Officer
Date:	05/15/2026

Shah Capital Opportunity Fund LP

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah, Managing Member
Date:	05/15/2026

Himanshu H. Shah

Signature:	/s/ Himanshu H. Shah
Name/Title:	Himanshu H. Shah
Date:	05/15/2026

FAQ

How many Novavax (NVAX) shares does Shah Capital report owning in this filing?

The filing states that Himanshu H. Shah may be deemed to beneficially own 14,841,000 Novavax common shares, representing 9.03% of the outstanding stock. This total includes 14,000,000 shares held by Shah Capital Opportunity Fund and additional shares in separately managed accounts.

What percentage of Novavax (NVAX) does Shah Capital Opportunity Fund itself hold?

Shah Capital Opportunity Fund directly beneficially owns 14,000,000 Novavax shares, representing 8.51% of the company’s common stock. These shares are managed by Shah Capital Management, which is listed as the investment manager for the fund and certain separately managed accounts.

What governance action did Shah Capital take toward Novavax (NVAX) on May 14, 2026?

On May 14, 2026, the reporting persons sent an “Elevating Novavax Presentation” to the Novavax board. The presentation outlines what they believe are failures of current leadership, including marketing since 2023, the Sanofi partnership, capital markets activity, and leadership’s focus.

Has Shah Capital changed its Novavax (NVAX) shareholdings since the prior Amendment No. 6?

The filing specifically states that there were no transactions in Novavax securities by the reporting persons since Amendment No. 6. This suggests their economic stake is unchanged, even though they have updated their disclosures and escalated engagement with the board.

Who are the reporting persons in this Novavax (NVAX) Schedule 13D/A Amendment No. 7?

The reporting persons are Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, and Himanshu H. Shah. Shah Capital acts as investment manager to the fund and certain managed accounts, and Mr. Shah serves as President and Chief Investment Officer of Shah Capital.

What voting and dispositive powers over Novavax (NVAX) shares are reported by Shah Capital?

Shah Capital reports shared voting and dispositive power over 14,714,705 Novavax shares and no sole power. Shah Capital Opportunity Fund reports shared voting and dispositive power over 14,000,000 shares, while Mr. Shah reports sole power over 126,295 shares plus shared power over 14,714,705 shares.