Vaxart (VXRT) SVP Berg has 9,265 shares withheld for RSU taxes

Rhea-AI Filing Summary

Vaxart, Inc. SVP and General Counsel Edward B. Berg reported a routine tax-related share withholding. On February 2, 2026, 9,265 shares of common stock were withheld at $0.6085 per share to cover income tax obligations from vested RSUs. After this transaction, Berg directly beneficially owned 684,858 common shares, which includes 70,781 shares acquired through 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 CA 94080

(City) (State) (Zip)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/02/2026

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	02/02/2026		F		9,265(1)	D	$0.6085	684,858(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 February 2, 2026.

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

	/s/ Edward B. Berg	02/05/2026
	** 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.

FAQ

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

Vaxart reported that SVP and General Counsel Edward B. Berg had 9,265 common shares withheld on February 2, 2026. The shares were retained by the company to satisfy income tax obligations tied to vested restricted stock units.

Was the Vaxart (VXRT) insider transaction a sale on the open market?

No, the 9,265 Vaxart shares were not sold on the open market. They were withheld by the company at $0.6085 per share solely to cover tax withholding related to the net settlement of vested restricted stock units.

How many Vaxart (VXRT) shares does Edward B. Berg own after this filing?

After the February 2, 2026 withholding transaction, Edward B. Berg beneficially owned 684,858 Vaxart common shares. This total includes 70,781 shares that he acquired through participation in the Vaxart, Inc. 2022 Employee Stock Purchase Plan.

What does transaction code "F" mean in the Vaxart (VXRT) Form 4?

Transaction code “F” indicates shares were withheld to pay taxes on equity awards. For Vaxart, 9,265 shares were withheld from Edward B. Berg to satisfy income tax obligations when his restricted stock units vested on February 2, 2026.

What role does Edward B. Berg hold at Vaxart (VXRT)?

Edward B. Berg serves as Senior Vice President and General Counsel at Vaxart. He is an officer of the company, and the reported Form 4 reflects changes in his directly held Vaxart common stock related to equity compensation and tax withholding.

How was the share price determined for the Vaxart (VXRT) tax withholding?

The 9,265 Vaxart shares withheld from Edward B. Berg for taxes were valued at $0.6085 per share. This price is the figure used in the Form 4 filing to report the tax-related withholding tied to vested restricted stock units.