Novavax Inc.

04/16/2026 | Press release | Distributed by Public on 04/16/2026 15:40

Initial Statement of Beneficial Ownership (Form 3)

FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Walker Robert Edward
2. Date of Event Requiring Statement (Month/Day/Year)
04/14/2026
3. Issuer Name and Ticker or Trading Symbol
NOVAVAX INC [NVAX]
(Last) (First) (Middle)
C/O NOVAVAX, INC., 21 FIRSTFIELD ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, R&D
5. If Amendment, Date Original Filed (Month/Day/Year)
(Street)
GAITHERSBURG, MD 20878
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 34,386 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 03/07/2033(1) Common Stock 11,500 $6.97 D
Restricted Stock Units (2) (2) Common Stock 47,600 $0 D
Stock Option (Right to Buy) (3) 03/03/2035(3) Common Stock 22,510 $10.11 D
Restricted Stock Units (4) (4) Common Stock 29,490 $0 D
Stock Option (Right to Buy) (5) 03/02/2036(5) Common Stock 18,826 $8.39 D
Restricted Stock Units (6) (6) Common Stock 26,300 $0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Walker Robert Edward
C/O NOVAVAX, INC.
21 FIRSTFIELD ROAD
GAITHERSBURG, MD 20878
EVP, R&D

Signatures

/s/ Mark J. Casey, Attorney-in-Fact 04/16/2026
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. (the "Company") Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan"), vested on the first anniversary of the March 7, 2023 grant date, and the remaining seventy-five percent (75%) of the shares vested or will 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.
(2) The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the March 1, 2024 grant date, in each case subject to continued employment with the Company through such vesting date.
(3) Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the March 3, 2025 grant date, and the remaining seventy-five percent (75%) of the shares vested or will 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.
(4) The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the March 3, 2025 grant date, in each case subject to continued employment with the Company through such vesting date.
(5) Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the March 2, 2026 grant date, and the remaining seventy-five percent (75%) of the shares vested or will 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.
(6) The RSUs subject to this grant under the Plan vested or will vest with respect to one-third (1/3) of the RSUs on each of the first three (3) anniversaries of the March 2, 2026 grant date, in each case subject to continued employment with the Company through such vesting date.

Remarks:
Exhibit 24 - Power of Attorney
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
Novavax Inc. published this content on April 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on April 16, 2026 at 21:41 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]