Vaxart (VXRT) SVP Berg has 8,072 shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Vaxart, Inc. reported an insider equity transaction by SVP and General Counsel Edward B. Berg related to tax withholding on vested stock awards. On March 18, 2026, 8,072 shares of common stock were disposed of at $0.6346 per share to satisfy income tax withholding obligations in connection with the net settlement of RSUs that vested on that date. This was not an open-market sale but a routine, issuer-withheld share disposition for taxes. Following the transaction, Berg directly held 791,786 common shares, which includes 70,781 shares acquired under Vaxart’s 2022 Employee Stock Purchase Plan.

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^*

Berg Edward B

(Last) (First) (Middle)

C/O VAXART, INC.

170 HARBOR WAY, SUITE 300

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Vaxart, Inc. [ VXRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	SVP, General Counsel

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	03/18/2026		F		8,072(1)	D	$0.6346	791,786(2)	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

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of RSUs vested as of March 18, 2026.

2. This amount includes 70,781 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan.

	/s/ Edward B. Berg	03/19/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Vaxart (VXRT) report for Edward B. Berg?

Vaxart reported that SVP and General Counsel Edward B. Berg had 8,072 shares of common stock withheld on March 18, 2026 to cover income tax obligations on vested RSUs. This is a routine, non-market tax-withholding disposition rather than a discretionary stock sale.

Was the Vaxart (VXRT) Form 4 transaction an open-market sale of shares?

No. The 8,072 Vaxart shares shown on the Form 4 were withheld by the company to satisfy tax withholding on vested RSUs. This type of F-code transaction is a mechanical tax payment method, not an open-market sale initiated by the insider.

How many Vaxart (VXRT) shares does Edward B. Berg hold after the reported transaction?

After the tax-withholding disposition, Edward B. Berg directly holds 791,786 shares of Vaxart common stock. This total includes 70,781 shares that he previously acquired through the Vaxart, Inc. 2022 Employee Stock Purchase Plan, according to the Form 4 footnote disclosure.

What triggered the tax-withholding share disposition for Vaxart (VXRT) insider Edward B. Berg?

The disposition was triggered by the net settlement of RSUs that vested on March 18, 2026. To meet income tax withholding and remittance obligations on those vested RSUs, Vaxart withheld 8,072 shares from Edward B. Berg rather than requiring a separate cash tax payment.

What does transaction code F mean on the Vaxart (VXRT) Form 4 for Edward B. Berg?

Transaction code F on the Form 4 indicates shares were disposed of to pay an exercise price or tax liability. In this case, Vaxart withheld 8,072 shares from Edward B. Berg to cover income tax withholding on vested RSUs, not as a voluntary stock sale.