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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0001383838 XXXXXXXX LIVE 5 Common Stock, Par Value $0.01 per share 11/10/2025 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 0001383838 N Shah Capital Management OO N NC 0.00 13392523.00 0.00 13392523.00 13392523.00 N 8.2 IA 0001392302 N Shah Capital Opportunity Fund LP OO N DE 0.00 12650000.00 0.00 12650000.00 12650000.00 N 7.8 PN 0001726830 N Himanshu H. Shah PF N X1 69257.00 13392523.00 69257.00 13392523.00 13461780.00 N 8.3 IN Common Stock, Par Value $0.01 per share NOVAVAX, INC. 700 QUINCE ORCHARD ROAD GAITHERSBURG MD 20878 The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (the "Amendment No. 5". This Amendment No. 5 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 November 12, 2025, the Reporting Persons sent a letter (the "Shah Capital NVAX BOD Letter") to the board of directors of the Issuer (the "Board") reiterating their frustration with the Issuer regarding multiple areas, including but not limited to: (1) 2025-26 Nuvaxovid Rollout; (2) Lack of Proactive Mindset; (3) High Cost Structure; and (4) Misleading Dilution Data. The Reporting Persons further note that Novavax shareholders would be better served under a larger, competent pharma company. 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)-(c) are 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 162.5M shares outstanding as of September 30, 2025. (i) - Shah Capital Management 13,392,523; 8.2% (ii) - Shah Capital Opportunity Fund LP 12,650,000; 7.8% (iii) - Himanshu H. Shah 13,461,780; 8.3% (i) - Shah Capital Management Sole Voting Power - 0 Shared Voting Power - 13,392,523 Sole Dispositive Power - 0 Shared Dispositive Power - 13,392,523 (ii) - Shah Capital Opportunity Fund LP Sole Voting Power - 0 Shared Voting Power - 12,650,000 Sole Dispositive Power - 0 Shared Dispositive Power - 12,650,000 (iii) - Himanshu H. Shah Sole Voting Power - 69,257 Shared Voting Power - 13,392,523 Sole Dispositive Power - 69,257 Shared Dispositive Power - 13,392,523 As of the date hereof, Shah Opportunity directly beneficially owns 12,650,000 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 13,392,523 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah ManagedAccounts. 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 13,392,523 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 13,461,780 shares of Common Stock that Mr. Shah may be deemed to beneficially own. 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 300,000 8.58641435 10/16/2025 Purchase of Common Stock 434,639 8.13371669 10/17/2025 Purchase of Common Stock 124,146 8.2407 10/17/2025 Purchase of Common Stock 250,000 7.57 11/04/2025 Purchase of Common Stock 91,215 7.5468758 11/04/2025 Purchase of Common Stock 50,000 7.30 11/07/2025 Purchase of Common Stock 400,000 7.1601676 11/10/2025 Exhibit Number Description Exhibit 99.1 Shah Capital Letter dt. November 12, 2025 to NVAX Board of Directors Shah Capital Management /s/ Himanshu H. Shah Himanshu H. Shah, President and Chief Investment Officer 11/12/2025 Shah Capital Opportunity Fund LP /s/ Himanshu H. Shah Himanshu H. Shah, Managing Member 11/12/2025 Himanshu H. Shah /s/ Himanshu H. Shah Himanshu H. Shah 11/12/2025