Rodgers Richard J 4

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.