State Street Corporation reports beneficial ownership of 9,523,646 shares of Novavax, Inc. common stock, representing 5.9% of the class as of 12/31/2025. All voting and dispositive authority is described as shared, with no sole power reported.
The filing lists several affiliated asset management subsidiaries, including SSGA Funds Management and State Street Global Advisors entities, as the investment managers involved. State Street certifies the shares were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Novavax.
Positive
None.
Negative
None.
Insights
State Street reports a passive 5.9% institutional stake in Novavax.
State Street Corporation discloses beneficial ownership of 9,523,646 Novavax common shares, equal to 5.9% of the class. The firm reports no sole voting or dispositive power, with 9,020,626 shares subject to shared voting and 9,523,646 to shared dispositive authority.
The stake is held through asset management subsidiaries such as SSGA Funds Management and various State Street Global Advisors entities, indicating this is primarily institutional client money managed on their behalf. The magnitude is meaningful but typical for a large index and asset manager.
State Street certifies the position is held in the ordinary course of business and not to change or influence control of Novavax. That passive intent, together with reliance on shared authority, frames this as a standard institutional holding rather than an activist or strategic move, so the disclosure is informational rather than thesis-changing.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
NOVAVAX INC
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
670002401
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
670002401
1
Names of Reporting Persons
STATE STREET CORPORATION
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
MASSACHUSETTS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,020,626.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,523,646.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,523,646.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
Address or principal business office or, if none, residence:
ONE CONGRESS STREET, SUITE 1, BOSTON MA 02114, UNITED STATES
(c)
Citizenship:
MA
(d)
Title of class of securities:
COMMON STOCK
(e)
CUSIP No.:
670002401
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
9523646.00
(b)
Percent of class:
5.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
9,020,626
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
9,523,646
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
NOT APPLICABLE
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
SSGA FUNDS MANAGEMENT, INC. (IA);STATE STREET GLOBAL ADVISORS EUROPE LIMITED (IA);STATE STREET GLOBAL ADVISORS LIMITED (IA);STATE STREET GLOBAL ADVISORS TRUST COMPANY (IA);STATE STREET GLOBAL ADVISORS, LTD. (IA);
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
NOT APPLICABLE
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
NOT APPLICABLE
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
How much of Novavax (NVAX) does State Street Corporation own?
State Street Corporation reports beneficial ownership of 9,523,646 Novavax shares, representing 5.9% of the common stock. This stake reflects shares managed through its asset management subsidiaries, with authority generally shared rather than held directly or solely by State Street.
Does State Street have voting control over its Novavax (NVAX) shares?
State Street reports no sole voting power over Novavax shares and 9,020,626 shares with shared voting power. It also reports shared dispositive power over 9,523,646 shares, indicating decisions are made jointly, typically through asset management entities on behalf of underlying clients.
Is State Street’s Novavax (NVAX) stake intended to influence company control?
State Street certifies its Novavax shares are held in the ordinary course of business and not to change or influence control. The filing states the securities were not acquired in connection with any transaction aimed at affecting control of Novavax, positioning the holding as passive.
Which State Street subsidiaries are associated with the Novavax (NVAX) ownership?
Listed subsidiaries include SSGA Funds Management, Inc. and several State Street Global Advisors entities. These comprise State Street Global Advisors Europe Limited, State Street Global Advisors Limited, State Street Global Advisors Trust Company, and State Street Global Advisors, Ltd., acting as investment advisers for client accounts.
What type of Novavax (NVAX) security does State Street’s 13G cover?
The Schedule 13G covers Novavax, Inc. common stock with CUSIP 670002401. State Street’s reported beneficial ownership and percentage of class specifically relate to this common stock, rather than preferred shares, debt, or other Novavax securities or derivatives.
