Vaxart (NASDAQ: VXRT) CMO shares withheld to cover RSU tax obligations

Rhea-AI Filing Summary

Vaxart, Inc. Chief Medical Officer James F. Cummings reported a routine tax-withholding transaction involving company stock. On March 28, 2026, 3,292 shares of Common Stock were withheld by Vaxart at $0.65 per share to cover income tax obligations from vested RSUs.

After this withholding, Cummings directly holds 924,177 shares of Vaxart common stock, including 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan. This event reflects tax settlement on equity compensation rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Cummings James F.

Role Chief Medical Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	3,292	$0.65	$2K

Holdings After Transaction: Common Stock — 924,177 shares (Direct)

Footnotes (1)

1. Represents shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of RSUs vested as of March 28, 2026. This amount includes 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan.

Key Figures

Shares withheld for taxes: 3,292 shares Withholding price: $0.65 per share Shares held after transaction: 924,177 shares +1 more

4 metrics

Shares withheld for taxes 3,292 shares Withheld on March 28, 2026 to satisfy RSU tax obligations

Withholding price $0.65 per share Value used for 3,292 withheld common shares

Shares held after transaction 924,177 shares Direct Vaxart common stock holdings following tax withholding

Shares from 2022 ESPP 75,618 shares Portion of holdings acquired under Vaxart, Inc. 2022 Employee Stock Purchase Plan

Key Terms

RSUs, net settlement, Employee Stock Purchase Plan, income tax withholding

4 terms

RSUs financial

"in connection with the net settlement of RSUs vested as of March 28, 2026"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

net settlement financial

"to satisfy its income tax withholding and remittance obligations in connection with the net settlement of RSUs"

Employee Stock Purchase Plan financial

"includes 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan"

An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.

income tax withholding financial

"withheld by the Issuer to satisfy its income tax withholding and remittance obligations"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cummings James F.

(Last) (First) (Middle)

C/O VAXART, INC.

170 HARBOR WAY, SUITE 300

(Street)

SOUTH SAN FRANCISCO CALIFORNIA 94080

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Vaxart, Inc. [ VXRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Medical Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/28/2026		F		3,292(1)	D	$0.65	924,177(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares that have been withheld by the Issuer to satisfy its income tax withholding and remittance obligations in connection with the net settlement of RSUs vested as of March 28, 2026.

2. This amount includes 75,618 shares acquired under the Vaxart, Inc. 2022 Employee Stock Purchase Plan.

	/s/ Edward Berg, Attorney-in-Fact	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Vaxart (VXRT) report for James F. Cummings?

Vaxart reported that Chief Medical Officer James F. Cummings had 3,292 common shares withheld to cover taxes on vested RSUs. The issuer retained these shares at $0.65 per share as part of equity compensation tax settlement, not an open-market sale.

How many Vaxart (VXRT) shares were withheld for taxes in this Form 4?

The filing shows 3,292 Vaxart common shares withheld at $0.65 each. These shares satisfied the company’s income tax withholding and remittance obligations tied to RSUs that vested on March 28, 2026, under a net settlement arrangement.

How many Vaxart (VXRT) shares does James F. Cummings hold after this transaction?

After the tax-withholding disposition, James F. Cummings directly holds 924,177 Vaxart common shares. This total includes 75,618 shares previously acquired through the Vaxart, Inc. 2022 Employee Stock Purchase Plan, as disclosed in the Form 4 footnotes.

Was the Vaxart (VXRT) Form 4 transaction an open-market sale by the CMO?

No, the transaction was not an open-market sale. The 3,292 shares of Vaxart common stock were withheld by the company to cover income tax obligations on vested RSUs, a standard compensation-related tax settlement method rather than a discretionary market trade.

What role did RSUs play in the latest Vaxart (VXRT) insider filing?

The Form 4 shows RSUs vested on March 28, 2026, triggering tax obligations. To satisfy these, Vaxart withheld 3,292 common shares at $0.65 per share, using a net settlement approach commonly applied to restricted stock units when they vest.