MOTT DAVID M 4

4 · NOVAVAX INC · Filed Jun 23, 2026

AI-generated summary of this filing

Updated Jun 23, 2026

Novavax (NVAX) Director David M. Mott Receives RSUs, Exercises Options

What Happened

David M. Mott, a director of Novavax, reported awards and a conversion/exercise. On June 18, 2026 he was granted two awards totaling 35,450 restricted stock units (21,270 and 14,180 RSUs) at $0.00. On June 20, 2026, 18,880 derivative units were exercised/converted to stock and an equal number (18,880) were immediately reported as disposed with $0 cash proceeds.
These are grant/vesting events (not open-market purchases). The grants are reported at $0 because they are RSUs/options; the June 20 conversion shows no cash proceeds in the filing.

Key Details

Dates and reported amounts:
- 2026-06-18: Grant/award — 21,270 RSUs @ $0.00 (acquired)
- 2026-06-18: Grant/award — 14,180 RSUs @ $0.00 (acquired)
- 2026-06-20: Exercise/conversion — 18,880 shares (acquired) and 18,880 shares (disposed) reported with $0.00 proceeds
Shares owned after the reported transactions: Not disclosed in the provided filing.
Relevant footnotes from the filing:
- F1: Each RSU represents a contingent right to receive one share of Novavax common stock.
- F2: An option grant vests 100% on the first anniversary of the June 18, 2026 grant (subject to continued board service).
- F3: RSUs from the June 18, 2026 grant vest 100% on the first anniversary (subject to continued board service).
- F4: The RSUs that vested/converted on June 20, 2026 vested on the first anniversary of the June 20, 2025 grant (subject to continued board service).
Filing timeliness: Form 4 was filed on June 23, 2026. For the June 18 grants this appears to be one business day after the typical two-business-day Form 4 deadline (i.e., potentially late); the filing also reports June 20 vesting/conversion activity.

Context

For retail investors: RSU grants are compensation/retention events, not purchases that indicate a director buying shares in the open market. The June 20 conversion turned vested RSUs into shares; the immediate reported disposition of those 18,880 shares (with $0 proceeds) commonly reflects share withholding or surrender to satisfy tax or withholding obligations, though the filing does not specify the exact reason.
No cash values or open-market sales/purchases were reported for these items in the filing.

Form 4

Period: 2026-06-18

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-06-20+18,880→ 79,770 total
Award
Stock Option (Right to Buy)
[F2]
2026-06-18+21,270→ 21,270 total
Exercise: $9.13Exp: 2036-06-18→ Common Stock (21,270 underlying)
Award
Restricted Stock Units
[F1][F3]
2026-06-18+14,180→ 14,180 total
→ Common Stock (14,180 underlying)
Exercise/Conversion
Restricted Stock Units
[F1][F4]
2026-06-20−18,880→ 0 total
→ Common Stock (18,880 underlying)

Footnotes (4)

[F1]Each restricted stock unit ("RSU") represents a contingent right to receive one share of Novavax, Inc. (the "Company") common stock.
[F2]One hundred percent (100%) of the shares subject to this option grant under the Amended and Restated 2015 Stock Incentive Plan, as amended, will vest on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.
[F3]One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, will vest on the first anniversary of the June 18, 2026 grant date subject to continued service on the Company's Board of Directors through the vesting date.
[F4]One hundred percent (100%) of the RSUs subject to this grant under the Company's Amended and Restated 2015 Stock Incentive Plan, as amended, vested on the first anniversary of the June 20, 2025 grant date subject to continued service on the Company's Board of Directors through the vesting date.

Signature

/s/ Mark J. Casey, Attorney-in-Fact|2026-06-23

1 file