SCHEDULE 13D/A 0001383838 XXXXXXXX LIVE 4 Common Stock, Par Value $0.01 per share 10/13/2025 false 0001000694 670002401 NOVAVAX, INC.

700 QUINCE ORCHARD ROAD GAITHERSBURG MD 20878

Himanshu H. Shah (919) 719-6360 2301 Sugar Bush Road Suite 510 Raleigh NC 27612 Andrew Freedman, Esq. (212) 451-2300 Olshan Frome Wolosky LLP 1325 Avenue of the Americas New York NY 10019 0001383838 N Shah Capital Management OO N NC 0.00 11742523.00 0.00 11742523.00 11742523.00 N 7.2 IA 0001392302 N Shah Capital Opportunity Fund LP OO N DE 0.00 11000000.00 0.00 11000000.00 11000000.00 N 6.8 PN 0001738336 N Himanshu H. Shah PF N X1 69257.00 11742523.00 69257.00 11742523.00 11811780.00 N 7.3 IN Common Stock, Par Value $0.01 per share NOVAVAX, INC. 700 QUINCE ORCHARD ROAD GAITHERSBURG MD 20878 The following constitutes Amendment No. 4 to the Schedule 13D filed by the undersigned (the "Amendment No. 4"). This Amendment No. 4 amends the Schedule 13D as specifically set forth herein. Item 3 is hereby amended as follows: Except for 69,257 shares owned directly by Mr. Shah, which were purchased using his personal funds, all of the shares to which this Statement relates were purchased on behalf of the Reporting Persons using the investment capital of the Reporting Persons. All shares were purchased in various transactions and for various amounts of consideration through open market purchases. Item 4 is hereby amended to add the following: On October 13, 2025, the Reporting Persons sent a letter (the "Shah Capital NVAX BOD Letter") to the board of directors of the Issuer (the "Board") urging the Board to undertake a formal strategic review, including an evaluation of a potential sale of the Issuer. The letter expressed the Reporting Persons' concerns regarding the Issuer's significant share-price underperformance, operational and marketing failures, and recent capital-allocation decisions. The Reporting Persons stated their belief that immediate action is needed to restore investor confidence and realize the full value of the Issuer's assets and technology for shareholders. The foregoing description of the Shah Capital NVAX BOD Letter does not purport to be complete and is qualified in its entirety to the Shah Capital NVAX BOD Letter, which is attached hereto as Exhibit 99.1 and is incorporated by reference herein. Items 5(a) is hereby amended and restated to read as follows: The aggregate percentage of the shares of Common Stock reported owned by each person named herein is based upon 162,421,645 shares outstanding as of July 31, 2025, which is the total number of shares outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 6, 2025. (i) - Shah Capital Management 11,742,523; 7.2% (ii) - Shah Capital Opportunity Fund LP 11,000,000; 6.8% (iii) - Himanshu H. Shah 11,811,780; 7.3% Item 5(b) is hereby amended and restated to read as follows: (i) - Shah Capital Management Sole Voting Power - 0 Shared Voting Power - 11,742,523 Sole Dispositive Power - 0 Shared Dispositive Power - 11,742,523 (ii) - Shah Capital Opportunity Fund LP Sole Voting Power - 0 Shared Voting Power - 11,000,000 Sole Dispositive Power - 0 Shared Dispositive Power - 11,000,000 (iii) - Himanshu H. Shah Sole Voting Power - 69,257 Shared Voting Power - 11,742,523 Sole Dispositive Power - 69,257 Shared Dispositive Power - 11,742,523 As of the date hereof, Shah Opportunity directly beneficially owns 11,000,000 shares of Common Stock. As the investment manager of Shah Opportunity and the Shah Managed Accounts, Shah Capital Management may be deemed to beneficially own 11,742,523 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts. As of the date hereof, Mr. Shah directly beneficially owns 69,257 shares of Common Stock, which are held in the Mr. Shah Managed Account. As the President and Chief Investment Officer of Shah Capital Management, Mr. Shah may be deemed to beneficially own the 11,742,523 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts, which in addition to the 69,257 shares of Common Stock he beneficially owns directly, constitutes an aggregate of 11,811,780 shares of Common Stock that Mr. Shah may be deemed to beneficially own. Item 5(c) is hereby amended to add the following: Transactions in the Securities of the Issuer During the Past 60 Days: Nature of Transaction Amount of Shares Price per Share ($) Date of Purchase/Sale Purchase of Common Stock 284,928 7.6253 8/21/2025 Purchase of Common Stock 71,072 7.4756 8/25/2025 Shah Capital Opportunity Fund LP engaged in each of the above transactions. Exhibit Number Description Exhibit 99.1 Shah Capital NVAX BOD Letter Shah Capital Management /s/ Himanshu H. Shah 10/14/2025 Shah Capital Opportunity Fund LP /s/ Himanshu H. Shah 10/14/2025 Himanshu H. Shah /s/ Himanshu H. Shah 10/14/2025