Vaxart (VXRT) CMO settles RSU taxes with 30,551 withheld shares

Rhea-AI Filing Summary

Vaxart, Inc.’s Chief Medical Officer, James F. Cummings, reported a routine tax-related share disposition. On March 24, 2026, 30,551 shares of common stock were withheld by the company at $0.694 per share to cover income tax obligations from vested RSUs. After this withholding, he directly holds 927,469 common shares, which includes 75,618 shares acquired under Vaxart’s 2022 Employee Stock Purchase Plan. This event reflects compensation-related tax settlement rather than an open-market sale.

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^*

Cummings James F.

(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)
	Chief Medical Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/24/2026

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	03/24/2026		F		30,551(1)	D	$0.694	927,469(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 24, 2026.

2. This amount includes 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan.

	/s/ Edward Berg, Attorney-in-Fact	03/26/2026
	** 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 James F. Cummings?

Vaxart reported that Chief Medical Officer James F. Cummings had 30,551 shares withheld to cover taxes on vested RSUs. This was a tax-withholding disposition, not an open-market sale, tied to his equity compensation vesting on March 24, 2026.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Vaxart withheld 30,551 shares to satisfy income tax obligations from RSUs that vested on March 24, 2026, as part of routine compensation administration.

How many Vaxart (VXRT) shares does James F. Cummings hold after this Form 4?

After the tax withholding, James F. Cummings directly holds 927,469 Vaxart common shares. This figure includes 75,618 shares he acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan, according to the Form 4 footnote disclosure.

What price was used for the Vaxart (VXRT) tax-withholding shares in the Form 4?

The withheld shares were valued at $0.694 per share for the tax-withholding transaction. This price applies to the 30,551 common shares used to satisfy income tax and remittance obligations related to RSUs that vested on March 24, 2026.

What triggered the tax-withholding disposition reported in Vaxart’s (VXRT) Form 4?

The disposition was triggered by the net settlement of restricted stock units that vested on March 24, 2026. Vaxart withheld 30,551 shares from James F. Cummings to meet its income tax withholding and remittance obligations tied to that RSU vesting event.

Does the VXRT Form 4 mention shares acquired through an employee stock purchase plan?

Yes, the Form 4 notes that James F. Cummings’ reported holdings include 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan. These shares are part of his total direct ownership of 927,469 common shares after the tax withholding.