Kelly James Patrick 4

What Happened

• Kelly James Patrick, Novavax's Executive VP, CFO and Treasurer, had 12,223 restricted stock units (RSUs) convert to common shares on March 7, 2026. All 12,223 shares were recorded as acquired via conversion (derivative code M at $0.00). To satisfy tax withholding, the company withheld 5,904 shares at $9.98 each (code F), a disposition with a value of $58,922. Net shares retained by Patrick from this vesting were 6,319 shares (12,223 − 5,904), worth about $63,063.62 at the $9.98 per-share price. This transaction reflects standard RSU vesting and tax withholding rather than an open-market sale or purchase.

Key Details

• Transaction date: March 7, 2026; Form 4 filed March 9, 2026 (timely).
• Conversion/acquisition: 12,223 shares (derivative conversion, code M) at $0.00.
• Tax withholding: 5,904 shares withheld/disposed (code F) at $9.98 each, total ≈ $58,922.
• Net shares retained from this vesting: 6,319 shares (≈ $63,064 at $9.98).
• Footnotes: F1 confirms shares withheld to satisfy tax withholding; F2 notes these RSUs vest one-third each year on the first three anniversaries of the March 7, 2023 grant.
• Shares owned after transaction: not reported on this Form 4.

Context

• This was an RSU vesting/cashless settlement event: the RSUs converted to common stock and the company withheld a portion of the shares to cover taxes—a routine administrative action, not an open-market sale. Such withholding is common and does not necessarily indicate the insider’s view on the stock. The filing appears timely under Section 16 reporting rules.