O'Hara Elaine 4

4 · NOVAVAX INC · Filed Mar 3, 2026

Form 4

Period: 2026-03-01

EVP, Chief Strategy Officer

Transactions

Exercise/Conversion
Common Stock
2026-03-01+19,600→ 77,081 total
Tax Payment
Common Stock
[F1]
2026-03-01$10.14/sh−5,375$54,503→ 71,706 total
Exercise/Conversion
Common Stock
2026-03-01+40,000→ 111,706 total
Tax Payment
Common Stock
[F1]
2026-03-01$10.14/sh−10,969$111,226→ 100,737 total
Exercise/Conversion
Restricted Stock Units
[F2]
2026-03-01−19,600→ 0 total
Exercise: $0.00Exp: 2033-03-01→ Common Stock (19,600 underlying)
Exercise/Conversion
Restricted Stock Units
[F3]
2026-03-01−40,000→ 40,000 total
Exercise: $0.00Exp: 2034-03-01→ Common Stock (40,000 underlying)
Award
Restricted Stock Units
[F4]
2026-03-02+118,000→ 118,000 total
Exercise: $0.00Exp: 2036-03-02→ Common Stock (118,000 underlying)
Award
2026 Non-statutory Stock Option NQ
[F5]
2026-03-02$9.09/sh+177,500$1,613,475→ 177,500 total
Exercise: $9.09Exp: 2036-03-02→ Common Stock (177,500 underlying)

Footnotes (5)

[F1]Represents the number of shares of common stock withheld by the Company to satisfy tax withholding requirements in connection with the RSU vesting.
[F2]One-third (1/3) of the RSUs subject to this grant under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended, (the "Plan") vest on each of the first three (3) anniversaries of March 1, 2023, in each case subject to continued employment through such vesting date.
[F3]One-third (1/3) of the RSUs subject to this grant under the Plan vest on each of the first three (3) anniversaries of March 1, 2024, in each case subject to continued employment through such vesting date.
[F4]One-third (1/3) of the RSUs subject to this grant under the Plan vest on each of the first three (3) anniversaries of March 2, 2026, in each case subject to continued employment through such vesting date.
[F5]One-quarter (1/4) of the shares subject to this option granted under the Plan vest on the first anniversary of March 2, 2026, and the remaining three-quarters (3/4) of the shares vest in equal monthly installments over the following three (3) years, in each case subject to continued employment with the Company through such vesting date.

Signature

/s/ Mark J. Casey, Attorney-in-Fact|2026-03-03

Documents

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