X0306 4 2021-11-15 0 0001000694 NOVAVAX INC NVAX 0001342823 Glenn Gregory M C/O NOVAVAX, INC. 21 FIRSTFIELD ROAD GAITHERSBURG MD 20878 0 1 0 0 President, R&D Common Stock 2021-11-15 4 M 0 521 27.60 A 4582 D Common Stock 2021-11-15 4 M 0 662 46.00 A 5244 D Common Stock 2021-11-15 4 S 0 1183 172.0167 D 4061 D Common Stock 2021-11-16 4 M 0 8250 19.08 A 12311 D Common Stock 2021-11-16 4 S 0 500 166.892 D 11811 D Common Stock 2021-11-16 4 S 0 1472 167.9519 D 10339 D Common Stock 2021-11-16 4 S 0 1326 168.906 D 9013 D Common Stock 2021-11-16 4 S 0 4352 170.2613 D 4661 D Common Stock 2021-11-16 4 S 0 600 170.9367 D 4061 D Stock Option (Right to Buy) 27.60 2021-11-15 4 M 0 521 0.00 D 2027-12-15 Common Stock 521 1024 D Stock Option (Right to Buy) 46.00 2021-11-15 4 M 0 662 0.00 D 2028-12-13 Common Stock 662 8606 D Stock Option (Right to Buy) 19.08 2021-11-16 4 M 0 8250 0.00 D 2030-04-17 Common Stock 8250 107250 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 $172.01 to $172.07, inclusive. The reporting person undertakes to provide to Novavax, Inc. (the "Company"), any security holder of the Company, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold 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 $166.33 to $167.22, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold 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 $167.49 to $168.42, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold 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 $168.61 to $169.54, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold 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 $169.62 to $170.60, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold 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 $170.69 to $171.66, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the SEC, upon request, full information regarding the number of shares sold at each price within the range set forth in this footnote. 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. On April 17, 2020, the reporting person was granted an option to purchase 165,000 shares of common stock of the Company pursuant to the Company's Amended and Restated 2015 Stock Incentive Plan, as amended. The vesting of the shares subject to this option grant is subject to the satisfaction of a performance-based vesting requirement, followed by time-based vesting. The performance metric required that the Company initiate a COVID-19 Phase 2 clinical trial within twelve (12) months of the grant date, which occurred when the Company initiated its Phase 2 clinical trial of NVX-CoV2373 in the U.S. on August 24, 2020. Following that event, fifty percent (50%) of the shares vested on August 24, 2021, the first anniversary of the initiation date, and the remaining fifty percent (50%) of the shares will vest on August 24, 2022, the second anniversary of the initiation date subject to continued employment through such vesting date. /s/ John A. Herrmann III, Attorney-in-Fact 2021-11-17