Vaxart (VXRT) CMO reports 6,772-share tax withholding, holds 958,020 shares

Rhea-AI Filing Summary

Vaxart, Inc. Chief Medical Officer James F. Cummings reported a routine share withholding tied to restricted stock units. On March 18, 2026, 6,772 shares of common stock were withheld at $0.6346 per share to cover income tax obligations for vested RSUs. After this tax-withholding disposition, he directly holds 958,020 shares of Vaxart common stock, which includes 75,618 shares acquired under the 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^*

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)
03/18/2026

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		6,772(1)	D	$0.6346	958,020(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 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan.

	/s/ Edward Berg, Attorney-in-Fact	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 James F. Cummings?

Vaxart reported that Chief Medical Officer James F. Cummings had 6,772 shares of common stock withheld. These shares were used to satisfy income tax obligations from RSUs that vested on March 18, 2026, rather than representing an open-market sale.

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

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. The 6,772 shares were withheld by Vaxart to cover income tax obligations related to the net settlement of RSUs vested as of March 18, 2026.

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

After the reported tax-withholding transaction, James F. Cummings directly holds 958,020 shares of Vaxart common stock. This amount, noted in the filing, includes 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan.

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

The F code indicates payment of an exercise price or tax liability by delivering securities. In this case, Vaxart withheld 6,772 shares to meet income tax withholding and remittance obligations tied to RSUs vested on March 18, 2026.

How many Vaxart (VXRT) shares were used to satisfy taxes on vested RSUs?

The Form 4 discloses that 6,772 shares of Vaxart common stock were withheld. These shares were retained by the company to satisfy its income tax withholding and remittance obligations arising from the net settlement of RSUs vested as of March 18, 2026.