04/16/2026 | Press release | Distributed by Public on 04/16/2026 15:40
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FORM 3
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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 |
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| 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. | |||
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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) |
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| 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 Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Walker Robert Edward C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG, MD 20878 |
EVP, R&D | |||
| /s/ Mark J. Casey, Attorney-in-Fact | 04/16/2026 | |
| **Signature of Reporting Person | Date |
| * | 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. |
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Remarks: Exhibit 24 - Power of Attorney |
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