Rodgers Richard J 4

4 · NOVAVAX INC · Filed Jun 23, 2026

AI-generated summary of this filing

Updated Jun 24, 2026

Novavax (NVAX) Director Richard J. Rodgers Receives RSU Awards, Converts Vested Shares

What Happened

Richard J. Rodgers, a member of Novavax’s Board of Directors, received equity awards and had a conversion of previously granted RSUs. On June 18, 2026 he was granted two award lots totaling 35,450 restricted stock units (21,270 and 14,180 RSUs) (grant price $0). On June 20, 2026 18,880 derivative units were converted/received and 18,880 shares were reported as disposed at $0. The grants are reported as awards (code A) and the conversion/exercise as code M (exercise/conversion of derivative).
The award grants have no cash price (reported $0) because they are RSUs/options; the June 20 conversion/disposition at $0 typically reflects shares converted from RSUs and then transferred/withheld (e.g., to satisfy tax withholding), not a market sale for cash.

Key Details

Transaction dates: grants on 2026-06-18; conversion/disposition on 2026-06-20. Filing date: 2026-06-23.
Specifics reported: 21,270 RSUs (A) @ $0; 14,180 RSUs (A) @ $0; conversion/exercise 18,880 shares (M) acquired/converted and 18,880 shares (M) disposed at $0.
Post-transaction beneficial ownership: not specified in the provided filing details.
Notable footnotes: F1 = each RSU converts to one share; F2/F3 = the June 18, 2026 grants vest 100% on the first anniversary (subject to continued board service); F4 = the RSUs that converted on June 20 vested on the first anniversary of a June 20, 2025 grant (i.e., vested 6/20/2026).
Timeliness: filing submitted 2026-06-23 covering transactions through 6/20/2026; the provided filing does not indicate a late-filing flag.

Context

These were largely awards and a conversion of vested RSUs rather than an open-market purchase or sale. Awards subject to future vesting (the June 18 grants vest in one year) are common compensation for directors and reflect compensation, not necessarily a buy/sell signal.
The June 20 conversion combined with a $0 disposition is consistent with net settlement or withholding to cover taxes on vested awards (footnote F4 confirms a 6/20/2026 vesting event). This is routine and does not necessarily indicate a directional view on the stock.

Form 4

Period: 2026-06-18

Director

Transactions

Exercise/Conversion
Common Stock
[F1]
2026-06-20+18,880→ 47,370 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