X0306 4 2021-05-05 0 0001000694 NOVAVAX INC NVAX 0001468534 Trizzino John C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 EVP, CCO, CBO & Interim CFO Common Stock 2021-05-05 4 M 0 417 27.60 A 704 D Common Stock 2021-05-05 4 M 0 521 46.00 A 1225 D Common Stock 2021-05-05 4 M 0 2084 5.95 A 3309 D Common Stock 2021-05-05 4 S 0 72 163.0267 D 3237 D Common Stock 2021-05-05 4 S 0 12 164.71 D 3225 D Common Stock 2021-05-05 4 S 0 13 168.3362 D 3212 D Common Stock 2021-05-05 4 S 0 93 169.6996 D 3119 D Common Stock 2021-05-05 4 S 0 208 171.0861 D 2911 D Common Stock 2021-05-05 4 S 0 28 171.8929 D 2883 D Common Stock 2021-05-05 4 S 0 70 180.3687 D 2813 D Common Stock 2021-05-05 4 S 0 85 181.166 D 2728 D Common Stock 2021-05-05 4 S 0 160 182.4473 D 2568 D Common Stock 2021-05-05 4 S 0 138 183.427 D 2430 D Common Stock 2021-05-05 4 S 0 252 184.2462 D 2178 D Common Stock 2021-05-05 4 S 0 105 186.0537 D 2073 D Common Stock 2021-05-05 4 S 0 186 187.3548 D 1887 D Common Stock 2021-05-05 4 S 0 318 188.5058 D 1569 D Common Stock 2021-05-05 4 S 0 364 189.4567 D 1205 D Common Stock 2021-05-05 4 S 0 192 190.62 D 1013 D Common Stock 2021-05-05 4 S 0 412 191.5261 D 601 D Common Stock 2021-05-05 4 S 0 246 192.81 D 355 D Common Stock 2021-05-05 4 S 0 68 194.0824 D 287 D Common Stock 2021-05-05 4 M 0 384 5.95 A 671 D Common Stock 2021-05-05 4 D 0 14 171.74 D 657 D Common Stock 2021-05-05 4 F 0 180 171.74 D 477 D Common Stock 2021-05-07 4 S 0 100 176.65 D 377 D Common Stock 2021-05-07 4 S 0 90 176.60 D 287 D Stock Option (Right to Buy) 27.60 2021-05-05 4 M 0 417 0.00 D 2027-12-15 Common Stock 417 3341 D Stock Option (Right to Buy) 46.00 2021-05-05 4 M 0 521 0.00 D 2028-12-13 Common Stock 521 10423 D Stock Option (Right to Buy) 5.95 2021-05-05 4 M 0 2084 0.00 D 2029-09-26 Common Stock 2084 60417 D Stock Appreciation Right 5.95 2021-05-05 4 M 0 384 0.00 D 2029-09-26 Common Stock 384 11117 D The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $163.01 to $163.03, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $168.33 to $168.35, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.35 to $169.95, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $170.78 to $171.71, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.85 to $171.90, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $179.67 to $180.56, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $180.82 to $181.29, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $181.96 to $182.93, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $182.98 to $183.94, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $184.04 to $184.53, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $185.85 to $186.80, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $186.93 to $187.83, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $188.13 to $188.93, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $189.19 to $190.09, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $190.22 to $191.07, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $191.23 to $191.96, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $192.39 to $193.29, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reported price is a weighted average price. These shares were sold in multiple transactions at prices ranging from $193.40 to $194.20, inclusive. The reporting person undertakes to provide to Novavax, Inc., any security holder of Novavax, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each price within the range set forth in this footnote. The reporting person received 190 shares of common stock upon the net exercise of 384 stock appreciation rights. The reporting person forfeited 14 shares of common stock underlying the stock appreciation rights representing the base value and 180 shares of common stock underlying the stock appreciation rights to satisfy the withholding tax obligations resulting from the exercise, using the closing stock price on May 5, 2021 of $171.74. Twenty-five percent (25%) of the shares subject to this option grant under the Novavax, Inc. Amended and Restated 2015 Stock Incentive Plan, as amended (the "Plan") vested on the first anniversary of the December 15, 2017 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 subject to continued employment through such vesting date. Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the December 13, 2018 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 subject to continued employment through such vesting date. Twenty-five percent (25%) of the shares subject to this option grant under the Plan vested on the first anniversary of the September 26, 2019 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 subject to continued employment through such vesting date. Twenty-five percent (25%) of the shares subject to this stock appreciation right grant under the Plan vested on the first anniversary of the September 26, 2019 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 subject to continued employment through such vesting date. /s/ John A. Herrmann III, Attorney-in-Fact 2021-05-07