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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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X0202 SCHEDULE 13D/A 0001383838 XXXXXXXX LIVE 7 Common Stock, Par Value $0.01 per share 05/14/2026 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 14714705.00 0.00 14714705.00 14714705.00 N 8.95 IA 0001392302 N Shah Capital Opportunity Fund LP OO N DE 0.00 14000000.00 0.00 14000000.00 14000000.00 N 8.51 PN 0001726830 N Himanshu H. Shah PF N X1 126295.00 14714705.00 126295.00 14714705.00 14841000.00 N 9.03 IN Common Stock, Par Value $0.01 per share NOVAVAX, INC. 700 QUINCE ORCHARD ROAD GAITHERSBURG MD 20878 The following constitutes Amendment No. 7 to the Schedule 13D filed by the undersigned (the "Amendment No. 7"). This Amendment No. 7 amends the Schedule 13D as specifically set forth herein. Item 2(a) is hereby amended and restated to read as follows: (i) Shah Capital Management, Inc. ("Shah Capital"), a North Carolina corporation, who serves as the investment adviser to Shah Opportunity (as defined below) and certain separately managed accounts (the "Shah Managed Accounts"); (ii) Shah Capital Opportunity Fund LP ("Shah Opportunity"), a Delaware limited partnership, with respect to the shares of Common Stock directly and beneficially owned by it; and (iii) Himanshu H. Shah ("Mr. Shah"), who serves as President and Chief Investment Officer of Shah Capital Management and with respect to the shares of Common Stock directly beneficially owned by him in that certain account separately managed by Shah Capital Management for his benefit (the "Mr. Shah Managed Account"). Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6 to Amendment No. 1 to the Schedule 13D. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D. Item 2(c) is hereby amended and restated to read as follows: The principal business of each of Shah Capital Management is serving as the investment manager of each of Shah Opportunity and the Shah Managed Accounts. The principal business of Shah Opportunity is investing in securities. Mr. Shah serves as the President and Chief Investment Officer of Shah Capital Management. Shah Capital is North Carolina corporation. Shah Opportunity is a Delaware limited partnership. Mr. Shah is a citizen of the United States of America. Item 4 is hereby amended to add the following: On May 14, 2026, the Reporting Persons sent a presentation (the "Elevating Novavax Presentation") to the board of directors of the Issuer (the "Board") outlining what they believe to be the failures of the current leadership, specifically noting the following: (i) marketing failure since 2023; (ii) underwhelming Sanofi partnership; (iii) capital market mismanagement; and (iv) leadership enriching itself instead of building value. The foregoing description of the Elevating Novavax Presentation does not purport to be complete and is qualified in its entirety to the Elevating Novavax Presentation, 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 164.4M shares outstanding as of April 30, 2026. (i) - Shah Capital 14,714,705; 8.95% (ii) - Shah Opportunity 14,000,000; 8.51% (iii) - Himanshu H. Shah 14,841,000; 9.03% (i) - Shah Capital Sole Voting Power - 0 Shared Voting Power - 14,714,705 Sole Dispositive Power - 0 Shared Dispositive Power - 14,714,705 (ii) - Shah Opportunity Sole Voting Power - 0 Shared Voting Power - 14,000,000 Sole Dispositive Power - 0 Shared Dispositive Power - 14,000,000 (iii) - Himanshu H. Shah Sole Voting Power - 126,295 Shared Voting Power - 14,714,705 Sole Dispositive Power - 126,295 Shared Dispositive Power - 14,714,705 As of the date hereof, Shah Opportunity directly beneficially owns 14,000,000 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 14,714,705 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 126,295 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 14,714,705 shares of Common Stock beneficially owned in the aggregate by Shah Opportunity and held in the Shah Managed Accounts, which in addition to the 126,295 shares of Common Stock he beneficially owns directly, constitutes an aggregate of 14,841,000 shares of Common Stock that Mr. Shah may be deemed to beneficially own. There were no transactions in securities since the filing of Amendment No. 6 to the Schedule 13D. Item 7 is hereby amended to add the following exhibit: Exhibit Number Description Exhibit 99.1 Elevating Novavax Presentation Shah Capital Management /s/ Himanshu H. Shah Himanshu H. Shah, President and Chief Investment Officer 05/15/2026 Shah Capital Opportunity Fund LP /s/ Himanshu H. Shah Himanshu H. Shah, Managing Member 05/15/2026 Himanshu H. Shah /s/ Himanshu H. Shah Himanshu H. Shah 05/15/2026