What changed in this filing

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Item 1. Financial Statements

2025-11-06 compared with 2025-08-06 · 291 added, 293 removed, 521 unchanged (53% of the section changed)

4 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

5 unchanged sentences

Selling, general, and administrative 31,655 70,747 123,357 258,843

Impairment of assets held for sale

97,038 — 97,038 —

Total expenses 248,463 218,530 537,775 711,702

Income from operations 101,070 160,998 616,584 16,167

Income (loss) from operations

( 178,018 ) ( 134,018 ) 438,565 ( 117,851 )

Other income (expense):

Interest expense ( 5,482 ) ( 4,236 ) ( 16,723 ) ( 12,490 )

Loss on debt extinguishment

( 28,714 ) — ( 28,714 ) —

Other income, net

9,178 15,922 31,136 27,307

Income before income tax expense 107,454 164,586 627,300 19,298

Income tax expense

Income (loss) before income tax expense

( 203,036 ) ( 122,332 ) 424,264 ( 103,034 )

Net income $ 106,508 $ 162,381 $ 625,154 $ 14,831

Net income per share:

Income tax expense (benefit) ( 657 ) ( 1,032 ) 1,489 3,435

Net income (loss)

$ ( 202,379 ) $ ( 121,300 ) $ 422,775 $ ( 106,469 )

Net income (loss) per share:

Basic $ ( 1.25 ) $ ( 0.76 ) $ 2.61 $ ( 0.71 )

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For the Three Months Ended

June 30, For the Six Months Ended

September 30, For the Nine Months Ended

September 30,

2025 2024 2025 2024

Net income $ 106,508 $ 162,381 $ 625,154 $ 14,831

Net income (loss) $ ( 202,379 ) $ ( 121,300 ) $ 422,775 $ ( 106,469 )

Other comprehensive income (loss):

Net unrealized gain (loss) on available-for-sale marketable securities ( 139 ) ( 150 ) 450 ( 150 )

Net unrealized gain on available-for-sale marketable securities

95 393 545 243

Foreign currency translation adjustment ( 1,382 ) 13,713 20,269 633

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( 1,287 ) 14,106 20,814 876

Comprehensive income $ 104,442 $ 162,698 $ 647,255 $ 1,601

Comprehensive income (loss) $ ( 203,666 ) $ ( 107,194 ) $ 443,589 $ ( 105,593 )

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(in thousands, except share and per share information)

September 30,

2025 December 31,

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Prepaid expenses and other current assets 45,532 78,164

Assets held for sale 107,663 —

Total current assets 974,590 1,128,942

4 unchanged sentences

Total assets $ 1,179,889 $ 1,560,418

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

4 unchanged sentences

Other current liabilities 138,334 219,596

Liabilities held for sale 51,435 —

Total current liabilities 429,869 1,154,416

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Commitments and contingencies (Note 15)

Preferred stock, $ 0.01 par value, 2,000,000 shares authorized at June 30, 2025 and December 31, 2024;

no shares issued and outstanding at June 30, 2025 and December 31, 2024

Stockholders' equity (deficit):

Common stock, $ 0.01 par value, 600,000,000 shares authorized at June 30, 2025 and December 31, 2024;

164,475,337 shares issued and 162,155,109 shares outstanding at June 30, 2025 and 161,942,677 shares issued and 160,421,136 shares outstanding at December 31, 2024

Preferred stock, $ 0.01 par value, 2,000,000 shares authorized at September 30, 2025 and December 31, 2024;

no shares issued and outstanding at September 30, 2025 and December 31, 2024

Stockholders' deficit:

Common stock, $ 0.01 par value, 600,000,000 shares authorized at September 30, 2025 and December 31, 2024;

164,817,266 shares issued and 162,470,138 shares outstanding at September 30, 2025 and 161,942,677 shares issued and 160,421,136 shares outstanding at December 31, 2024

Additional paid-in capital 4,531,763 4,501,403

Accumulated deficit ( 4,585,675 ) ( 5,008,450 )

Treasury stock, cost basis, 2,320,228 shares at June 30, 2025 and 1,521,541 shares at December 31, 2024

Treasury stock, cost basis, 2,347,128 shares at September 30, 2025 and 1,521,541 shares at December 31, 2024

( 102,663 ) ( 95,854 )

Accumulated other comprehensive income (loss) ( 458 ) ( 22,559 )

Total stockholders’ equity (deficit) 37,625 ( 623,841 )

Total liabilities and stockholders’ equity (deficit)

Accumulated other comprehensive loss

( 1,745 ) ( 22,559 )

Total stockholders’ deficit

( 156,672 ) ( 623,841 )

Total liabilities and stockholders’ deficit

$ 1,179,889 $ 1,560,418

The accompanying notes are an integral part of these financial statements.

1 unchanged sentence

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

Three and Six Months Ended June 30, 2025 and 2024

Three and Nine Months Ended September 30, 2025 and 2024

(in thousands, except share information)

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Shares Amount

Balance at March 31, 2025 164,206,386 $ 1,642 $ 4,512,849 $ ( 4,489,804 ) $ ( 101,938 ) $ 1,608 $ ( 75,643 )

Balance at June 30, 2025 164,475,337 $ 1,645 $ 4,522,193 $ ( 4,383,296 ) $ ( 102,459 ) $ ( 458 ) $ 37,625

Stock-based compensation — — 8,549 — — — 8,549

3 unchanged sentences

Foreign currency translation adjustment — — — — — ( 1,382 ) ( 1,382 )

Net income — — — 106,508 — — 106,508

— — — ( 202,379 ) — — ( 202,379 )

Balance at September 30, 2025 164,817,266 $ 1,648 $ 4,531,763 $ ( 4,585,675 ) $ ( 102,663 ) $ ( 1,745 ) $ ( 156,672 )

Balance at June 30, 2024 161,267,120 $ 1,613 $ 4,477,748 $ ( 4,806,120 ) $ ( 94,439 ) $ ( 10,508 ) $ ( 431,706 )

Balance at March 31, 2024 141,700,972 $ 1,417 $ 4,204,775 $ ( 4,968,501 ) $ ( 93,950 ) $ ( 10,825 ) $ ( 867,084 )

Stock-based compensation — — 12,049 — — — 12,049

Stock issued under incentive programs 291,127 3 833 — ( 421 ) — 415

Issuance of common stock, net of issuance costs of $ 3,830

Unrealized gain on marketable securities

— — — — — 393 393

Unrealized loss on marketable securities — — — — — ( 150 ) ( 150 )

Foreign currency translation adjustment — — — — 13,713 13,713

— — — 162,381 — — 162,381

Balance at June 30, 2024 161,267,120 $ 1,613 $ 4,477,748 $ ( 4,806,120 ) $ ( 94,439 ) $ ( 10,508 ) $ ( 431,706 )

Net loss — — — ( 121,300 ) — — ( 121,300 )

Balance at September 30, 2024 161,558,247 $ 1,616 $ 4,490,630 $ ( 4,927,420 ) $ ( 94,860 ) $ 3,598 $ ( 526,436 )

Common Stock Additional

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— — — 422,775 — — 422,775

Balance at June 30, 2025 164,475,337 $ 1,645 $ 4,522,193 $ ( 4,383,296 ) $ ( 102,459 ) $ ( 458 ) $ 37,625

Balance at September 30, 2025 164,817,266 $ 1,648 $ 4,531,763 $ ( 4,585,675 ) $ ( 102,663 ) $ ( 1,745 ) $ ( 156,672 )

Balance at December 31, 2023 140,506,093 $ 1,405 $ 4,192,164 $ ( 4,820,951 ) $ ( 92,267 ) $ 2,722 $ ( 716,927 )

3 unchanged sentences

19,093,397 191 256,218 — — — 256,409

Unrealized loss on marketable securities — — — — — ( 150 ) ( 150 )

Unrealized gain on marketable securities — — — — — 243 243

Foreign currency translation adjustment — — — — — 633 633

— — — 14,831 — — 14,831

Balance at June 30, 2024 161,267,120 $ 1,613 $ 4,477,748 $ ( 4,806,120 ) $ ( 94,439 ) $ ( 10,508 ) $ ( 431,706 )

Net loss — — — ( 106,469 ) — — ( 106,469 )

Balance at September 30, 2024 161,558,247 $ 1,616 $ 4,490,630 $ ( 4,927,420 ) $ ( 94,860 ) $ 3,598 $ ( 526,436 )

The accompanying notes are an integral part of these financial statements.

2 unchanged sentences

(in thousands)

Six Months Ended June 30,

Nine Months Ended September 30,

Operating Activities:

Net income $ 625,154 $ 14,831

Reconciliation of net loss to net cash used in operating activities:

Net income (loss) $ 422,775 $ ( 106,469 )

Reconciliation of net income (loss) to net cash provided by (used in) operating activities:

Depreciation and amortization 22,488 35,979

1 unchanged sentence

Provision for excess and obsolete inventory 1,945 19,913

Impairment of assets held for sale

Impairment of long-lived assets 3,382 5,431

Loss on debt extinguishment

Other items, net 4,453 ( 3,786 )

10 unchanged sentences

Proceeds from maturities of available-for-sale marketable securities

255,125 105,607

Internal-use software ( 655 ) ( 1,262 )

Net cash provided by (used in) investing activities 37,779 ( 379,957 )

Net cash provided used in investing activities

( 98,750 ) ( 348,045 )

Financing Activities:

Net proceeds from sales of common stock — 263,272

Proceeds on the issuance of Convertible Senior Notes due 2031, net of issuance costs

Net proceeds from the exercise of stock-based awards ( 4,468 ) 1,971

Finance lease payments ( 3,797 ) ( 1,238 )

Net cash provided by (used in) financing activities ( 8,101 ) 264,102

Net cash provided by financing activities

34,341 264,005

Effect of exchange rate on cash, cash equivalents, and restricted cash 7,634 2,917

4 unchanged sentences

Supplemental disclosure of non-cash activities:

Right-of-use asset leases, net of tenant improvement allowance on facility leases

Issuance of Convertible Senior Notes due 2031 in exchange for Convertible Senior Notes due 2027

$ 175,305 $ —

Right-of-use assets from new lease agreements $ 1,803 $ ( 4,302 )

Capital expenditures included in accounts payable and accrued expenses $ 250 $ 1,607

Internal-use software included in accounts payable and accrued expenses

Supplemental disclosure of cash flow information:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2025

September 30, 2025

Note 1 – Organization and Business

Novavax, Inc.

(“Novavax,” and together with its wholly owned subsidiaries, the “Company”) is tackling global health challenges through scientific innovation that seeks to maximize its deep scientific expertise in vaccines and cutting-edge technology platform.

(“Novavax,” and together with its wholly owned subsidiaries, the “Company”) is tackling global health challenges through scientific innovation by leveraging its deep scientific expertise in vaccines and cutting-edge technology platform.

The differentiated platform features the Company’s recombinant protein-based nanoparticle technology and its unique Matrix-M ® adjuvant.

The Company’s corporate growth strategy seeks to expand access to its proven technology platform by advancing research and development (“R&D”) innovation and organically growing our portfolio and strengthening existing partnerships while working actively to forge new collaborations .

The Company’s corporate growth strategy seeks to create value from its proven technology platform by advancing research and development (“R&D”) innovation, organically growing its portfolio and strengthening existing partnerships while working actively to forge new collaborations .

The Company’s three strategic priorities are:

focusing on its partnership with Sanofi Pasteur Inc.

("Sanofi”) announced in May 2024, enhancing existing partnerships and leveraging its technology platform and pipeline to forge additional partnerships, and advancing its proven technology platform and early-stage pipeline.

The Company’s corporate growth strategy is supported by a lean and focused operating model.

("Sanofi”) announced in May 2024, enhancing existing partnerships while leveraging its technology platform and pipeline to forge additional partnerships, and advancing its proven technology platform and early-stage pipeline.

The Company’s corporate growth strategy is supported by a lean, agile, and focused operating model.

Novavax’s prototype COVID-19 vaccine (“NVX-CoV2373,” or “prototype vaccine”), the Company’s XBB COVID-19 vaccine (“NVX-CoV2601”), and the Company’s Nuvaxovid™ JN.1 COVID-19 vaccine (“NVX-CoV2705” or “updated vaccine”) are collectively referred to as the Company’s “COVID-19 Vaccine.” Local regulatory authorities have also specified nomenclature for the labeling of NVX-CoV2373, NVX-CoV2601, and NVX-CoV2705 within their territories.

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GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X.

The accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, operating results, comprehensive income, changes in stockholders’ equity (deficit), and cash flows for the periods presented.

The accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, operating results, comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the periods presented.

Although the Company believes that the disclosures in these unaudited consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in consolidated financial statements prepared in accordance with U.S.

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All intercompany accounts and transactions have been eliminated in consolidation.

The aggregate foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency were $ 4.7 million gain and $ 1.6 million loss, and a $ 1.9 million and $ 0.2 million loss for the three and six months ended June 30, 2025 and 2024, respectively, which are reflected in Other income (expense), net.

The aggregate foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency were a $ 1.8 million and $ 0.2 million gain, and a $ 1.2 million and $ 7.9 million loss for the three and nine months ended September 30, 2025 and 2024, respectively, which are reflected in Other income, net.

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024.

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These reclassifications have no material effect on previously reported financial position and cash flows.

The Company reclassified $ 2.7 million and $ 10.2 million of revenue previously reported as License, royalties, and other revenue to Product sales revenue for the three and six months ended June 30, 2024 related to adjuvant supply sales and other supply sales.

The Company reclassified $ 3.3 million and $ 13.5 million of revenue previously reported as License, royalties, and other revenue to Product sales for the three and nine ended September 30, 2024 related to adjuvant supply sales and other supply sales.

This presentation aligns with the Company’s enhanced focus on supply sales to partners.

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The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainty described below.

As of June 30, 2025, the Company had $ 253.7 million in cash and cash equivalents, $ 358.6 million in marketable securities, and working capital of $ 530.4 million.

During the six months ended June 30, 2025, the Company recognized net income of $ 625.2 million and had net cash flows used in operating activities of $ 313.0 million.

As of September 30, 2025, the Company had $ 268.0 million in cash and cash equivalents, $ 494.9 million in marketable securities, and working capital of $ 544.7 million.

During the nine months ended September 30, 2025, the Company recognized net income of $ 422.8 million and had net cash flows used in operating activities of $ 205.2 million.

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, Presentation of Financial Statements - Going Concern, the Company evaluated its ability to continue as a going concern within one year after the date that the accompanying unaudited consolidated financial statements are issued.

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Ongoing benefits are expensed when restructuring activities are probable and the benefit is estimable.

See Note 16 for additional information on the severance and employee benefit costs for terminated employees and impairment of assets in connection with the Company’s Restructuring Plan as defined in Note 16.

When the Company commits to a plan to sell a disposal group and meets the criteria for classification as held for sale under ASC 360, Property, Plant, and Equipment (“ASC 360”), the disposal group is classified as held for sale.

It is subsequently measured at the lower of its carrying amount or fair value less cost to sell.

Upon reclassification, depreciation and amortization cease, and any resulting impairment loss is recognized immediately within Impairment of assets held for sale in the Consolidated Statements of Operations.

The assets and any associated liabilities are presented separately as current assets and current liabilities on the Consolidated Balance Sheets, as the Company expects to divest the disposal group within 12 months.

See Note 16 for additional information on the impairment of assets and on the severance and employee benefit costs for terminated employees in connection with the Company's Restructuring Plan, as defined in Note 16.

Recent Accounting Pronouncements

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The ASU includes enhanced disclosure requirements, which mandate transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization.

In January 2025, the FASB issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40) An Amendment of the FASB Accounting Standards Codification (“ASC”), Clarifying the Effective Date, which clarifies that public business entities are required to adopt the ASU 2024-03 guidance in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of adopting this pronouncement on the Company’s consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”).

This standard is intended to improve the operability and application of guidance related to capitalized software development costs and becomes effective January 1, 2028.

The Company is assessing the potential impact this ASU may have on the Company’s consolidated financial statements and disclosures upon adoption.

In October 2023, the FASB issued ASU 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC's regulations.

The effective date for each amendment in the ASU is the effective date that the SEC removes the disclosure

requirement from its regulations.

The effective date for each amendment in the ASU is the effective date that the SEC removes the disclosure requirement from its regulations.

The Company is currently evaluating ASU 2023-06;

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Note 3 – Marketable Securities

Marketable securities were classified as available-for-sale as of June 30, 2025 and December 31, 2024, comprised of (in thousands):

June 30, 2025 December 31, 2024

Marketable securities were classified as available-for-sale as of September 30, 2025 and December 31, 2024, comprised of (in thousands):

September 30, 2025 December 31, 2024

Losses Fair Value Amortized

3 unchanged sentences

Total marketable securities $ 494,286 $ 607 $ ( 22 ) $ 494,871 $ 392,848 $ 116 $ ( 76 ) $ 392,888

As of June 30, 2025, investments in marketable securities were comprised of $ 185.1 million of treasury securities, of which 23.0 million mature in 2025 and $ 162.1 million mature in 2026, and $ 173.4 million of corporate debt securities, of which $ 160.2 million mature in 2025 and $ 13.2 million mature in 2026.

As of September 30, 2025, investments in marketable securities were comprised of $ 172.4 million of treasury securities, of which $ 10.0 million mature in 2025 and $ 162.4 million mature in 2026, and $ 322.5 million of corporate debt securities, of which $ 88.4 million mature in 2025 and $ 234.1 million mature in 2026.

As of December 31, 2024, investments in marketable securities comprised of $ 184.6 million of treasury securities, of which $ 23.0 million mature in 2025 and $ 161.5 million mature in 2026, and $ 208.3 million of corporate debt securities, of which $ 195.2 million mature in 2025 and $ 13.1 million mature in 2026.

Marketable securities are classified as Current assets in the Consolidated balance sheet of the Company as of June 30, 2025 and December 31, 2024.

During the three and six months ended June 30, 2025, the Company recognized interest income of $ 7.0 million and $ 15.1 million, respectively, from its investments in securities.

During the three and six months ended June 30, 2024, the Company recognized interest income of $ 9.0 million and $ 15.6 million, respectively, from its investments in securities.

This income is included within Other income on the consolidated statements of operations.

Based on the Company’s policy under the expected credit loss model, including an assessment of the investment portfolio as of June 30, 2025 and December 31, 2024, the Company concluded that any unrealized losses for its marketable securities were not attributable to credit and therefore an allowance for credit losses has not been recorded.

As of June 30, 2025, the Company does not have the intent to sell its available-for-sale investments with an unrealized loss position, and it is more likely than not that the Company will not be required to sell these investments before their anticipated recovery of amortized cost bases, which may be at maturity.

As of June 30, 2025 and December 31, 2024, the Company held no securities that were in an unrealized loss position for more than 12 months.

Marketable securities are classified as Current assets in the Consolidated balance sheet of the Company as of September 30, 2025 and December 31, 2024.

During the three and nine months ended September 30, 2025, the Company recognized interest income of $ 7.2 million and $ 22.2 million, respectively, from its investments in securities.

During the three and nine months ended September 30, 2024, the Company recognized interest income of $ 12.3 million and $ 28.0 million, respectively, from its investments in securities.

This income is included within Other income, net on the consolidated statements of operations.

Based on the Company’s policy under the expected credit loss model, including an assessment of the investment portfolio as of September 30, 2025 and December 31, 2024, the Company concluded that any unrealized losses for its marketable securities were not attributable to credit and therefore an allowance for credit losses has not been recorded.

As of September 30, 2025, the Company does not have the intent to sell its available-for-sale investments with an unrealized loss position, and it is more likely than not that the Company will not be required to sell these investments before their anticipated recovery of amortized cost bases, which may be at maturity.

As of September 30, 2025 and December 31, 2024, the Company held no securities that were in an unrealized loss position for more than 12 months.

Note 4– Fair Value Measurements

The following table represents the Company’s fair value hierarchy for its financial assets and liabilities (in thousands):

Fair Value at June 30, 2025 Fair Value at December 31, 2024

Fair Value at September 30, 2025 Fair Value at December 31, 2024

Assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3

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$ — $ 30,269 $ — $ — $ 174,386 $ —

(1) Classified as cash and cash equivalents as of June 30, 2025 and December 31, 2024, respectively, on the consolidated balance sheets.

4.625 % Convertible notes due 2031

$ — $ 252,241 $ — $ — $ — $ —

(1) Classified as cash and cash equivalents as of September 30, 2025 and December 31, 2024, respectively, on the consolidated balance sheets.

(2) Includes $ 34.8 million classified as Cash and cash equivalents as of December 31, 2024 on the consolidated balance sheets.

1 unchanged sentence

Pricing of the Company’s convertible notes has been estimated using observable inputs, including the price of the Company’s common stock, implied volatility, interest rates, and credit spreads.

During the six months ended June 30, 2025 and 2024, the Company did not have any transfers between levels.

During the nine months ended September 30, 2025 and 2024, the Company did not have any transfers between levels.

The amount in the Company’s consolidated balance sheets for accounts payable and accrued expenses approximates its fair value due to its short-term nature.

Note 5 – Revenue

The Company's accounts receivable included $ 221.1 million and $ 102.9 million related to amounts that were billed to customers and $ 5.3 million and $ 5.4 million related to amounts which had not yet been billed to customers as of June 30, 2025 and December 31, 2024, respectively.

During the six months ended June 30, 2025 and 2024, changes in the Company’s accounts receivables, allowance for credit losses, and deferred revenue balances were as follows (in thousands):

The Company's accounts receivable included $ 28.9 million and $ 102.9 million related to amounts that were billed to customers and $ 5.2 million and $ 5.4 million related to amounts which had not yet been billed to customers as of September 30, 2025 and December 31, 2024, respectively.

During the nine months ended September 30, 2025 and 2024, changes in the Company’s accounts receivables, allowance for credit losses, and deferred revenue balances were as follows (in thousands):

Balance, Beginning of Period Additions Deductions Balance, End of Period

Accounts receivable:

Six Months Ended June 30, 2025 $ 115,960 $ 408,315 $ ( 290,204 ) $ 234,071

Six Months Ended June 30, 2024 304,916 672,326 ( 937,462 ) 39,780

Nine Months Ended September 30, 2025 $ 115,960 $ 481,143 $ ( 555,254 ) $ 41,849

Nine Months Ended September 30, 2024 304,916 882,979 ( 1,085,258 ) 102,637

Allowance for credit losses (1) :

Six Months Ended June 30, 2025 ( 7,675 ) — — ( 7,675 )

Six Months Ended June 30, 2024 ( 7,675 ) — — ( 7,675 )

Nine Months Ended September 30, 2025 ( 7,675 ) — — ( 7,675 )

Nine Months Ended September 30, 2024 ( 7,675 ) — — ( 7,675 )

Deferred revenue (2) :

Six Months Ended June 30, 2025 1,121,886 — ( 608,860 ) 513,026

Six Months Ended June 30, 2024 863,520 365,150 ( 28,849 ) 1,199,821

(1) There was no allowance for credit losses recorded during the six months ended June 30, 2025 or 2024.

Nine Months Ended September 30, 2025 1,121,886 25,595 ( 646,125 ) 501,356

Nine Months Ended September 30, 2024 863,520 363,758 ( 98,490 ) 1,128,788

(1) There was no allowance for credit losses recorded during the nine months ended September 30, 2025 or 2024.

To estimate the allowance for credit losses, the Company evaluates the credit risk related to its customers based on historical loss experience, economic conditions, the aging of receivables, and customer-specific risks.

(2) Deductions from Deferred revenue generally related to the recognition of revenue once performance obligations on a contract with a customer are met.

During the six months ended June 30, 2025, deductions include $ 555.7 million related to the Canada Advanced Purchase Agreement (“APA”) termination, discussed below.

During the six months ended June 30, 2024, additions included a $ 225.0 million reclassification of an upfront payment from Other current liabilities to Deferred revenue related to the settlement with Gavi as discussed below.

As of June 30, 2025, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied), excluding amounts related to sales-based royalties and constrained variable consideration, was $ 0.6 billion, of which $ 0.5 billion as included in Deferred revenue.

(2) Deductions from Deferred revenue generally relate to the recognition of revenue once performance obligations on a contract with a customer are met.

During the nine months ended September 30, 2025, deductions include $ 555.7 million related to the Canada Advanced Purchase Agreement (“APA”) termination, discussed below.

During the nine months ended September 30, 2024, additions included a $ 225.0 million reclassification of an upfront payment from Other current liabilities to Deferred revenue related to the settlement with Gavi as discussed below.

As of September 30, 2025, the aggregate amount of the transaction price allocated to performance obligations that were unsatisfied (or partially unsatisfied), excluding amounts related to sales-based royalties and constrained variable consideration, was $ 0.6 billion, of which $ 0.5 billion as included in Deferred revenue.

Failure to meet regulatory milestones, obtain timely supportive recommendations from governmental advisory committees, or achieve product volume or delivery timing obligations may require the Company to refund portions of upfront and other payments or result in reduced future payments, which could adversely impact the Company’s ability to realize revenue from its unsatisfied performance obligations.

The timing and our ability to fulfill performance obligations related to APAs will depend on the timing of product manufacturing, receipt of marketing authorizations for its updated COVID-19 Vaccine, delivery of doses based on customer demand, and the ability of the customer to request the Company’s updated vaccine under certain of the Company’s APAs.

The timing and the Company’s ability to fulfill performance obligations related to APAs will depend on the timing of product manufacturing, receipt of marketing authorizations for its updated COVID-19 Vaccine, delivery of doses based on customer demand, and the ability of the customer to request the Company’s updated vaccine under certain of the Company’s APAs.

In the first quarter of 2025, the Company received written notice of a $ 23.0 million claim related to certain performance obligations under an APA agreement with a customer.

The Company believes it has fulfilled the requirements related to this matter and is evaluating the merits of the claim.

The timing to fulfill performance obligations related to the Sanofi Collaboration and License Agreement (“Sanofi CLA”) will depend on the timing of delivery of Sanofi Transition Services and Sanofi Technology Transfer services and delivery of doses and other materials based on Sanofi demand.

The timing to fulfill performance obligations related to the Sanofi Collaboration and License Agreement (“Sanofi CLA”) will depend on the timing of research and development transition services that support further regulatory approval and development of the COVID-19 Vaccine (“Sanofi Transition Services”) and services related to the technology transfer of the existing manufacturing process for the COVID-19 Vaccine Products and Matrix-M™ adjuvant (the “Sanofi Technology Transfer”) and delivery of doses and other materials based on Sanofi demand.

Under an APA with Gavi, the Vaccine Alliance (“Gavi”), entered into in May 2021 (the “Gavi APA”), and a Termination and Settlement Agreement with Gavi, entered into in February 2024, (the “Gavi Settlement Agreement”) terminating the Gavi APA, the Company is responsible for deferred payments, in equal annual amounts of $ 80 million payable each calendar year through a deferred payment term ending December 31, 2028.

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In total, the Gavi settlement agreement is comprised of $ 700 million of potential consideration, consisting of the $ 75 million initial settlement payment, deferred payments of up to $ 400 million that may be reduced through annual vaccine credits, and the additional credit of up to $ 225 million that may be applied for certain qualifying sales.

As of June 30, 2025, the remaining amounts included on the Company’s consolidated balance sheet were $ 225.0 million in non-current Deferred revenue for the additional credit that may be applied against future qualifying sales, $ 80.0 million in Other current liabilities, and $ 225.0 million in Other non-current liabilities.

As of September 30, 2025, the remaining amounts included on the Company’s consolidated balance sheet were $ 225.0 million in non-current Deferred revenue for the additional credit that may be applied against future qualifying sales, $ 80.0 million in Other current liabilities, and $ 210.0 million in Other non-current liabilities.

In addition, the Company and Gavi entered into a security agreement pursuant to which Novavax granted Gavi a security interest in accounts receivable from SII under the SII R21 Agreement (see Note 6), which will continue for the deferred payment term of the Gavi Settlement Agreement.

Product Sales

During the three months ended June 30, 2025 and 2024, the categories of Product sales were as follows (in thousands):

During the three and nine months ended September 30, 2025 and 2024, the categories of Product sales were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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(1) Nuvaxovid sales are sales of the Company’s COVID-19 Vaccine associated with APAs with governments and commercial markets, where the Company is the commercial lead for sales and distribution, made through pharmaceutical wholesale distributors.

During the three months ended June 30, 2025, Nuvaxovid sales include excess gross-to-net deductions primarily due to updates to estimated product returns.

During the three months ended September 30, 2025, Nuvaxovid sales include excess gross-to-net deductions primarily due to updates to estimated product returns.

(2) Supply sales include commercial sales of COVID-19 Vaccine, adjuvant sales, and other material sales to the Company’s partners.

As of June 30, 2025 and 2024, changes in the Company’s gross-to-net deductions balances were as follows (in thousands):

As of September 30, 2025 and 2024, changes in the Company’s gross-to-net deductions balances were as follows (in thousands):

Wholesale Distributor Fees, Discounts, and Chargebacks

5 unchanged sentences

( 35,137 ) ( 152,405 ) ( 187,542 )

Balance as of June 30, 2025 $ 608 $ 13,299 $ 13,907

Balance as of September 30, 2025 $ 717 $ 1,433 $ 2,150

Wholesale Distributor Fees, Discounts, and Chargebacks

5 unchanged sentences

( 56,583 ) ( 86,937 ) ( 143,520 )

Balance as of June 30, 2024 $ 887 $ 54,587 $ 55,474

(1) For the six months ended June 30, 2025 and 2024, amounts charged against Product sales include $ 2.6 million and $ 4.0 million of adjustments made to prior period Product sales due primarily to changes in the estimate of product returns.

As of June 30, 2025, $ 3.9 million of gross-to-net deductions were included in Accrued expenses and $ 10.0 million were included in Accounts payable on the consolidated balance sheet.

As of December 31, 2024, $ 77.1 million of gross-to-net deductions were included in Accrued expenses, $ 10.1 million were included Accounts payable, and $ 50.6 million were included in and reduced Accounts receivable on the consolidated balance sheet.

Balance as of September 30, 2024 $ 24,581 $ 78,272 $ 102,853

(1) For the nine months ended September 30, 2025 and 2024, amounts charged against Product sales include $ 2.2 million and $ 4.2 million of adjustments made to prior period Product sales due primarily to changes in the estimate of product returns.

As of September 30, 2025, $ 0.1 million of gross-to-net deductions were included in and reduced Accounts receivable and $ 2.1 million were included in Accounts payable on the consolidated balance sheet.

As of December 31, 2024, $ 77.1 million of gross-to-net deductions were included in Accrued expenses, $ 10.1 million were included in Accounts payable, and $ 50.6 million were included in and reduced Accounts receivable on the consolidated balance sheet.

The Company has an APA with the Commonwealth of Australia (“Australia”) for the purchase of doses of COVID-19 Vaccine (the “Australia APA”).

As of June 30, 2025, $ 31.2 million was classified as current Deferred revenue and $ 102.6 million was classified as non-current Deferred revenue with respect to the Australia APA in the Company’s consolidated balance sheet, which will be recognized in product revenue as doses are delivered to Australia.

Australia may cancel doses that

are due to be delivered in 2025 if the Company does not receive regulatory approval for, and deliver, the updated COVID-19 Vaccine on or before December 31, 2025, and may terminate the Australian APA, as amended, if the Company does not receive regulatory approval for, and deliver, the updated COVID-19 Vaccine on or before March 31, 2026.

Following the withdrawal of the Company’s application for authorization of its updated COVID-19 Vaccine at the request of the Therapeutic Goods Administration (“TGA”), the Company is currently in discussions with the TGA, regarding potential regulatory paths for approval, including the submission of a new application.

The Company may seek to further amend the Australian APA in light of this development, which amendment may not be achievable on acceptable terms or at all.

As of September 30, 2025, $ 31.3 million was classified as current Deferred revenue and $ 102.6 million was classified as non-current Deferred revenue with respect to the Australia APA in the Company’s consolidated balance sheet, which will be recognized in Product sales as doses are delivered to Australia.

Australia may cancel doses that are

due to be delivered in 2025 if the Company does not receive regulatory approval for, and deliver, the updated COVID-19 Vaccine on or before December 31, 2025, and may terminate the Australian APA, as amended, if the Company does not receive regulatory approval for, and deliver, the updated COVID-19 Vaccine on or before March 31, 2026.

Following the withdrawal of the Company’s application for authorization of its updated COVID-19 Vaccine in July 2025 at the request of the Therapeutic Goods Administration (“TGA”), the Company is currently in discussions with the TGA, regarding potential regulatory paths for approval, including the submission of a new application.

The Company may seek to further amend the Australian APA in light of this development, which may not be achievable on acceptable terms or at all.

In the event that the Company does not, on or before the relevant contractual deadlines, receive regulatory approval for, and deliver, the seasonally updated COVID-19 Vaccine, up to $ 92.5 million of deferred revenue may become refundable if the Australian APA were to be terminated, of which $ 10.8 million may become refundable if 2025 dose deliveries were cancelled.

The Company had an APA with His Majesty the King in Right of Canada as represented by the Minister of Public Works and Government Services, as successor in interest to Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services (the “Canadian government”), for the purchase of doses of COVID-19 Vaccine (the “Canada APA”).

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Licensing, Royalties, and Other

Licensing, royalties, and other includes licensing payments, transition services revenue, and technology transfer revenue from the Sanofi CLA (defined below);

Licensing, royalties, and other includes licensing payments, transition services revenue, and technology transfer revenue from the Sanofi CLA;

royalty milestone payments;

and sales-based royalties.

Licensing, royalties, and other by license partner for the three months ended June 30, 2025 and 2024 were as follows (in thousands):

Licensing, royalties, and other by license partner for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Milestones — — 175,000 —

4,196 — 4,196 —

Transition services and technology transfer:

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(1) Upfront fee amortization and Milestones amortization represent revenue recognized during the period related to a portion of the $ 500 million upfront payment and the $ 50 million milestone for database lock of an existing Phase 2/3 clinical trial in 2024 that were deferred upon achievement and are recognized in revenue over time.

During the three months ended September 30, 2025, the Company recognized a change in estimate to cumulative revenue recognized for the Sanofi Transition Services performance obligation of $ 12.5 million as further described in Note 6, which also resulted in a reduction in upfront fee and milestone amortization revenue during the third quarter of 2025, and an increase in cost reimbursement revenue.

Takeda licensing, royalties, and other revenue were comprised of the following (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Milestones 4,717 — 8,151 $ —

Royalties 5,000 — 5,000 $ —

1,456 4,564 6,456 $ 4,564

Support services 272 354 550 354

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Note 6 – Collaboration, License, and Supply Agreements

As of June 30, 2025, the Company’s material collaborations, license and supply agreements were as follows:

As of September 30, 2025, the Company’s material collaborations, license and supply agreements were as follows:

The Company previously granted SII exclusive and non-exclusive licenses for the development, co-formulation, filling and finishing, registration, and commercialization of its prototype vaccine, NVX-CoV2601, its updated vaccine, and its COVID-19-Influenza (“CIC”) vaccine candidate.

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The Company agreed to supply SLS with all Matrix-M adjuvant needed to manufacture finished COVID-19 Vaccine doses.

In August 2022, the Company and SII entered into an influenza license agreement under which the Company granted SII licenses to develop, manufacture, and commercialize certain vaccine products including influenza vaccine products and influenza and coronavirus combination vaccine products (“Flu/CIC”) and is obligated for the purchase of certain raw materials under related agreements with SII.

In August 2022, the Company and SII entered into an influenza license agreement under which the Company granted SII licenses to develop, manufacture, and commercialize certain vaccine products including influenza vaccine products and influenza and coronavirus combination vaccine products (“Flu/CIC”) and is obligated for the purchase up to approximately $ 36 million of certain raw materials under related agreements with SII.

In June 2025, the Company announced results of the initial cohort of its clinical study for its Flu/CIC vaccine candidates with the intent of partnering these programs.

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The Company allocated $ 26.9 million of fixed consideration to the Updated Takeda License performance obligations and $ 0.6 million to Takeda Support Services.

The Company recognized revenue of $ 26.9 million related to the Updated Takeda License on the transfer of the rights and control of the license to Takeda during the three and six months ended June 30, 2025.

The Company recognized revenue of $ 6.2 million and $ 33.1 million related to the Updated Takeda License during the three and nine months ended September 30, 2025, respectively.

The Takeda Support Services are recognized in revenue over time using an input method to measure progress by utilizing costs incurred to-date relative to total expected costs.

Revenue recognized related to Takeda Support Services for the three and six months ended June 30, 2025 was $ 0.3 million.

Revenue recognized related to Takeda Support Services for the three and nine months ended September 30, 2025 was $ 0.3 million and $ 0.6 million, respectively.

Under the Amended Takeda CLA, the Company received a non-refundable upfront payment of $ 19.5 million of which $ 5.0 million is creditable against royalties owed by Takeda for its fiscal year 2024.

In addition, on an annual basis, the Company will receive $ 2.0 million to compensate it for services provided by the Company under the Amended Takeda CLA, and the Company will receive an additional $ 8.0 million annual milestone payment, of which $ 5.0 million is creditable against royalties owed by Takeda in its fiscal year 2025 or thereafter, if Takeda receives marketing approval of the COVID-19 Vaccine in that year or such approval is not necessary for such year.

The parties have also updated the financial terms to replace the share of operating profits and, instead, provide the Company with a tiered royalty as a percentage of Takeda’s, its affiliates’ and sublicensees’ total net sales in the mid to high-teen percentages (subject to certain capped royalty reductions), commencing on April 1, 2024 and will continue until the latest of (a) twenty years after April 29, 2025, (b) all our know-how licensed under the Amended Takeda CLA has become publicly available through no fault of Takeda, and (c) the expiration of the last valid claim in the intellectual property rights licensed by the Company to Takeda under the Amended Takeda CLA covering COVID-19 Vaccine in Japan.

In addition, on an annual basis, the Company will receive $ 2.0 million to compensate it for services provided by the Company under the Amended Takeda CLA.

If Takeda receives marketing approval of the COVID-19 Vaccine in that year or such approval is not necessary for such year, the Company will receive an additional $ 8.0 million annual milestone payment, of which $ 5.0 million is creditable against royalties owed by Takeda in its fiscal year 2025 or thereafter.

The parties have also updated the financial terms to replace the share of operating profits and, instead, provide the Company with a tiered royalty as a percentage of Takeda’s, its affiliates’ and sublicensees’ total net sales in the mid to high-teen percentages (subject to certain capped royalty reductions), commencing on April 1, 2024 and will continue until the later of (a) twenty years after April 29, 2025, (b) all the Company’s know-how licensed under the Amended Takeda CLA has become publicly available through no fault of Takeda, and (c) the expiration of the last valid claim in the intellectual property rights licensed by the Company to Takeda under the Amended Takeda CLA covering COVID-19 Vaccine in Japan.

During the three months ended September 30, 2025, the Company recognized $ 4.7 million of milestone revenue for additional milestones earned under the Takeda CLA.

In May 2024, Novavax entered into the Sanofi CLA, to co-commercialize the Company’s COVID-19 Vaccine, including future updated versions that address seasonal COVID-19 variants.

Under the terms of the agreement, the Company will continue to commercialize its updated COVID-19 Vaccine through the end of the 2024-2025 vaccination season.

Under the terms of the agreement, the Company continued to commercialize its updated COVID-19 Vaccine through the end of the 2024-2025 vaccination season.

Beginning in 2025 and continuing during the term of the Sanofi CLA, the Company and Sanofi will commercialize the COVID-19 Vaccine worldwide in accordance with a commercialization plan agreed by the parties, under which Novavax will continue to supply certain of its existing APA customers and strategic partners, including Takeda and SII.

Upon completion of the existing APAs, the Company and Sanofi will jointly agree on commercialization activities of each party in each jurisdiction.

Additionally, Sanofi has the right to develop novel influenza-COVID-19 combination vaccines utilizing Novavax’s COVID-19 Vaccine and Sanofi’s seasonal influenza vaccine, combination products containing Novavax’s COVID-19 Vaccine and one or more non-influenza vaccines, and multiple new vaccines utilizing Novavax’s Matrix-M adjuvant.

The Company is also responsible for performing services related to the technology transfer of its manufacturing process for the COVID-19 Vaccine products and Matrix-M components to Sanofi.

Sanofi has the right to develop novel influenza-COVID-19 combination vaccines utilizing the Company’s COVID-19 Vaccine and Sanofi’s seasonal influenza vaccine, combination products containing the Company’s COVID-19 Vaccine and one or more non-influenza vaccines, and multiple new vaccines utilizing the Company’s Matrix-M adjuvant.

The Company is also responsible for performing services related to Sanofi Technology Transfer.

Until the successful completion of such transfer, the Company will supply Sanofi with both COVID-19 Vaccine products and Matrix-M intermediary components for Sanofi’s use and is eligible for reimbursement of such costs from Sanofi.

In addition, the Company is responsible for certain research and development and medical affairs services related to the COVID-19 Vaccine.

Pursuant to the Sanofi CLA, the Company is eligible to receive development, technology transfer, launch, and sales milestone payments totaling up to $ 700 million in the aggregate with respect to the COVID-19 Vaccine products, of which $ 475 million remains outstanding, and royalty payments on Sanofi’s sales of such licensed products.

The remaining milestone payments are comprised of $ 25.0 million upon the transfer of such approval to Sanofi, $ 25.0 million upon the transfer of European Medicines Agency (“EMA”), approval of a COVID-19 Vaccine product in a pre-filled syringe to Sanofi, $ 75.0 million upon the completion of the technology transfer of the Company’s manufacturing process for the COVID-19 Vaccine products to Sanofi, $ 125.0 million upon achievement of certain CIC Product-related development milestones, and $ 225.0 million in CIC Product-related launch milestones.

The Company achieved the $ 50.0 million milestone for database lock of an existing Phase 2/3 clinical trial in 2024, which was received from Sanofi during the first quarter of 2025.

In May 2025, the U.S.

In addition, the Company is responsible for Sanofi Transition Services and, in certain cases, is eligible for reimbursement of such costs from Sanofi.

Pursuant to the Sanofi CLA, the Company is eligible to receive development, technology transfer, launch, and sales milestone payments for COVID-19 Vaccine products, CIC products, and Adjuvant products.

The Company is also eligible to receive royalty payments on Sanofi’s sales of such licensed products.

The Company is eligible to receive milestone payments totaling up to $ 350 million in the aggregate with respect to the COVID-19 Vaccine products, of which $ 125 million remains outstanding, and royalty payments in the high teens to low twenties percent on Sanofi’s sales of such licensed products.

As of September 30, 2025, the remaining milestone payments are comprised of $ 25 million upon the transfer of the U.S.

marketing authorization to Sanofi, $ 25 million upon the transfer of European Medicines Agency (“EMA”) approval of a COVID-19 Vaccine product in a pre-filled syringe to Sanofi, and $ 75 million upon the completion of the technology transfer of the Company’s manufacturing process for the COVID-19 Vaccine products to Sanofi.

During the three and nine month period ended September 30, 2025, the Company recognized $ 4.2 million of royalties on Sanofi sales of COVID-19 Vaccine products.

The Company achieved the $ 50 million milestone for database lock of an existing Phase 2/3 clinical trial in 2024 and the $ 175 million milestone for the U.S.

Food and Drug Administration (“U.S.

FDA”) approved the Biologics License Application (“BLA”) for the Company’s COVID-19 Vaccine product in a pre-filled syringe.

The BLA approval triggered a $ 175.0 million milestone payment under the Sanofi CLA, which was recognized in Licensing, royalties, and other revenue for the three month period ended June 30, 2025 and is included in Accounts receivable as of June 30, 2025 on the accompanying unaudited balance sheet.

The Company is also eligible to receive development, launch, and sales milestone payments of up to $ 200 million for each of the first four Adjuvant Products and $ 210 million for each Adjuvant Product thereafter, and royalty payments on Sanofi’s sales of all such licensed products.

FDA”) approval of the Biologics License Application (“BLA”) for the Company’s COVID-19 Vaccine product in a pre-filled syringe in the second quarter of 2025, both of which have been received from Sanofi.

Of the $ 125 million of milestones remaining outstanding as of September 30, 2025, the Company achieved the $ 25 million milestone for the transfer of the EMA approval to Sanofi and the $ 25 million milestone for the transfer of the transfer of the U.S.

marketing authorization to Sanofi in October and November 2025, respectively.

The Company is eligible to receive milestone payments totaling up to $ 125 million with respect to CIC products upon achievement of certain CIC Product-related development milestones and $ 225 million in CIC Product-related launch milestones.

The Company is eligible to receive royalty payments in the high teens to low twenties percent on Sanofi’s sales of such licensed products.

The Company is also eligible to receive development, launch, and sales milestone payments of up to $ 200 million for each of the first four Adjuvant Products and $ 210 million for each Adjuvant Product thereafter, and mid-single digit sales royalties for 20 years on Sanofi’s sales of all such licensed products.

In addition, a portion of the technology transfer costs and R&D costs incurred by the Company will be reimbursed by Sanofi in accordance with agreed upon plans and budgets.

The Sanofi Transition Services and Sanofi Technology Transfer are recognized in revenue over time using an input method to measure progress by utilizing costs incurred to-date relative to total expected costs.

Revenue recognized related to Sanofi Transition Services and Sanofi Technology Transfer for three and six month period ended June 30, 2025 was $ 24.4 million and $ 64.7 million, respectively.

Revenue recognized related to Sanofi Transition Services and Sanofi Technology Transfer for three and six month period ended June 30, 2024 was $ 6.6 million.

The Company’s consolidated balance sheet as of June 30, 2025 includes a deferred revenue balance of $ 42.7 million ($ 32.0 million included in Deferred revenue, current portion and $ 10.7 million included in Deferred revenue, non-current portion) related to Sanofi Transition Services and Sanofi Technology Transfer.

The Company recognized cumulative catch-up adjustments, which resulted in a decrease to revenue of $ 1.5 million and an increase to revenue of $ 8.7 million during three and six months ended June 30, 2025, respectively.

These adjustments resulted from a change in total expected costs and changes to estimates of variable consideration for Sanofi Transition Services and Sanofi Technology Transfer.

Lower expected costs for Sanofi Transition Services and therefore lower estimates of reimbursements for costs included in estimates of variable consideration were driven by cost reduction efforts described in Note 16.

Revenue recognized related to Sanofi Transition Services and Sanofi Technology Transfer for three and nine month period ended September 30, 2025 was $ 44.1 million and $ 108.8 million, respectively.

Revenue recognized related to Sanofi Transition Services and Sanofi Technology Transfer for three and nine month period ended September 30, 2024 was $ 32.7 million and $ 39.4 million, respectively.

The Company’s consolidated balance sheet as of September 30, 2025 includes a deferred revenue balance of $ 32.9 million ($ 24.3 million included in Deferred revenue, current portion and $ 8.6 million included in Deferred revenue, non-current portion) related to Sanofi Transition Services and Sanofi Technology Transfer.

The Company recognized cumulative catch-up adjustments related to changes in estimates, which resulted in an increase to revenue of $ 12.5 million and $ 14.8 million during three and nine months ended September 30, 2025, respectively.

These changes in estimates resulted primarily from a change in both the total expected costs and the amount of variable consideration for Sanofi Transition Services, driven by a letter agreement with Sanofi executed in the third quarter of 2025 related to the postmarking commitment to conduct a Phase 4 prospective, randomized, double-blinded, placebo-controlled efficacy and safety trial in individuals aged 50 through 64 without high-risk conditions for severe COVID-19 requested as part of the FDA’s BLA approval.

The Company also updated its estimates of expected costs and total variable consideration for additional manufacturing development activities performed by SII in support of Sanofi Transition Services during the third quarter of 2025.

The Company recognized an asset for $ 35.0 million of direct costs incurred to obtain the Sanofi CLA.

These costs are amortized to expense over the expected period of the benefit in a manner that is consistent with the transfer of the related goods and services in the Sanofi CLA.

The Company recognized $ 0.9 million and $ 1.8 million of amortization expense related to the asset in Selling, general, and administrative expense for the three and six months ended June 30, 2025, respectively.

The Company recognized $ 27.1 million of amortization expense related to the asset in Selling, general, and administrative expense in the second quarter of 2024.

The Company recognized $ 0.9 million and $ 2.7 million of amortization expense related to the asset in Selling, general, and administrative expense for the three and nine months ended September 30, 2025, respectively.

The Company recognized $ 0.9 million and $ 28.0 million of amortization expense related to the asset in Selling, general, and administrative expense for the three and nine months ended September 30, 2024, respectively.

As of September 30, 2025, $ 3.4 million of these costs remain to be amortized.

Note 7 – Earnings per Share

Basic and diluted net loss per share were calculated as follows (in thousands, except per share data):

Basic and diluted net income (loss) per share were calculated as follows (in thousands, except per share data):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net income, basic $ 106,508 $ 162,381 $ 625,154 $ 14,831

Net income (loss), basic $ ( 202,379 ) $ ( 121,300 ) $ 422,775 $ ( 106,469 )

Interest on convertible notes — — 2,252 —

Net income, dilutive 109,142 164,989 630,422 14,831

Net income (loss), dilutive ( 202,379 ) ( 121,300 ) 425,027 ( 106,469 )

Weighted average number of common shares outstanding, basic 162,353 160,049 161,811 149,486

1 unchanged sentence

Weighted average number of common shares outstanding, dilutive 162,353 160,049 168,195 149,486

Net income per share:

Net income (loss) per share:

Basic $ ( 1.25 ) $ ( 0.76 ) $ 2.61 $ ( 0.71 )

3 unchanged sentences

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported in the consolidated balance sheets that sums to the total of such amounts shown in the consolidated statements of cash flows (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Cash and cash equivalents $ 268,023 $ 530,230

2 unchanged sentences

Cash, cash equivalents, and restricted cash $ 283,357 $ 545,292

(1) Classified as Other non-current assets as of June 30, 2025 and December 31, 2024, on the consolidated balance sheets.

(1) Classified as Other non-current assets as of September 30, 2025 and December 31, 2024, on the consolidated balance sheets.

Note 9 – Inventory

Inventory consisted of the following (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

Raw materials $ 1,783 $ 2,087

3 unchanged sentences

Inventory write-downs as a result of excess, obsolescence, expiry, or other reasons, and losses on firm purchase commitments, offset by recoveries of such commitments, are recorded as a component of cost of sales in the Company’s consolidated statements of operations.

For the three and six months ended June 30, 2025, inventory write-downs were $ 1.1 million and $ 1.4 million, respectively, and there were no losses on firm purchase commitments.

For the three and six

months ended June 30, 2024, inventory write-downs were $ 9.7 million and $ 18.5 million, respectively, and losses on firm purchase commitments were $ 1.7 million.

For the three and nine months ended September 30, 2025, inventory write-downs were

$ 0.2 million and $ 1.9 million, respectively, and losses on firm purchase commitments were $ 0.3 million for both periods.

For the three and nine months ended September 30, 2024, inventory write-downs were $ 1.4 million and $ 19.9 million, respectively, and losses on firm purchase commitments net of recoveries were $ 4.1 million and $ 5.8 million, respectively.

Note 10 – Goodwill

The Company has one reporting unit.

No goodwill impairment was identified for the period ended June 30, 2025.

The Company had a negative carrying value as of December 31, 2024.

The change in the carrying amounts of goodwill for the six months ended June 30, 2025 was as follows (in thousands):

No goodwill impairment was identified for the period ended September 30, 2025.

The Company had a negative carrying value as of September 30, 2025 and December 31, 2024.

The change in the carrying amounts of goodwill for the nine months ended September 30, 2025 was as follows (in thousands):

Balance at December 31, 2024 $ 107,478

Currency translation adjustments 5,602

Balance at June 30, 2025 $ 112,958

Balance at September 30, 2025 $ 113,080

Note 11 – Long-Term Debt

Total convertible notes payable consisted of the following (in thousands):

June 30, 2025 December 31, 2024

5.00 % Convertible notes due 2027

September 30, 2025 December 31, 2024

5.00 % Convertible Senior Notes due 2027

$ 26,485 $ 175,250

4.625 % Convertible Senior Notes due 2031

Unamortized debt issuance costs ( 7,650 ) ( 5,566 )

1 unchanged sentence

$ 243,835 $ 169,684

As of June 30, 2025 and December 31, 2024, the effective interest rate of the 2027 Convertible notes is 6.2 %.

As of September 30, 2025 and December 31, 2024, the effective interest rate of the Convertible Senior Notes due 2027 is 6.2 %.

As of September 30, 2025, the effective interest rate of the Convertible Senior Notes due 2031 is 5.3 %.

The interest expense incurred in connection with the convertible notes payable consisted of the following (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

2 unchanged sentences

Total interest expense on convertible notes payable $ 2,956 $ 2,608 $ 8,224 $ 7,824

Convertible Senior Notes Due 2031

In August 2025, the Company issued $ 225.0 million aggregate principal amount of its 4.625 % Convertible Senior Notes due 2031 (the “2031 Notes”) consisting of (a) $ 175.3 million principal amount of 2031 Notes issued in exchange for $ 148.8 million principal amount of the Company’s 5.00 % Convertible Senior Notes due 2027 (the “2027 Notes”), and (b) approximately $ 49.7 million principal amount of 2031 Notes issued for cash, in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations thereunder.

The 2031 Notes were issued pursuant to, and are governed by, an indenture (the “2031 Indenture”), dated as of August 27, 2025, between the Company and The Bank of New York Mellon Trust Company, N.A.

The 2031 Notes are senior, unsecured obligations of the Company and accrue interest at a rate of 4.625 % per annum, payable semi-annually in arrears on March 1 and September 1 of each year, beginning on March 1, 2026.

The 2031 Notes will mature on September 1, 2031, unless earlier repurchased, redeemed or converted.

Before June 1, 2031, noteholders have the right to convert their 2031 Notes only upon the occurrence of certain events.

From and including June 1, 2031, noteholders may convert their 2031 Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date.

The Company will settle conversions by paying cash, shares of its common stock or a combination of cash and shares of its common stock, at its election, based on the applicable conversion rate.

The initial conversion rate is 89.7384 shares of common stock per $1,000 principal amount of 2031 Notes, which represents an initial conversion price of approximately $ 11.14 per share of common stock.

The initial conversion price represents a premium of approximately 28 % over the last reported sale price of the Company’s common stock on August 20, 2025.

The conversion rate and conversion price will be subject to customary adjustments upon the occurrence of certain events.

In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the 2031 Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.

The initial maximum conversion rate is 114.4164 shares of common stock per $1,000 principal amount of 2031 Notes.

The 2031 Notes are redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at any time, and from time to time, on or after September 5, 2028 and before the 41st scheduled trading day immediately before the maturity date, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time.

However, the Company may not redeem less than all of the outstanding 2031 Notes unless at least $ 50.0 million aggregate principal amount of 2031 Notes are outstanding and not called for redemption as of the time the Company sends the related redemption notice.

The redemption price is equal to the principal amount of the 2031 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the relevant redemption date.

Holders of the 2031 Notes will have the right to require the Company to repurchase all or part of their 2031 Notes for cash in the event of certain Fundamental Changes (as defined in the 2031 Indenture), at a repurchase price equal to 100% of the principal amount of the 2031 Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the relevant repurchase date.

In accordance with ASC 470-50 Modification and Extinguishments , the Company determined that the modified terms of the $ 175.3 million principal amount of the 2031 Notes were substantially different than the terms of $ 148.8 million principal amount of the 2027 Notes they were exchanged for, and therefore, the exchange was accounted for as an extinguishment of the 2027 Notes and Issuance of 2031 Notes.

The Company recorded a loss on debt extinguishment of $ 28.7 million related to the exchange.

The initial purchasers’ fees and the Company’s issuance costs related to the issuance of the 2031 Notes totaled $ 7.1 million, which were recorded as a reduction to the 2031 Notes on the consolidated balance sheet and is being amortized and recognized as additional interest expense over the six-year contractual term of the 2031 Notes using the effective interest rate of 5.3 %.

Note 12 – Stockholders’ Deficit

In August 2023, the Company entered into an At Market Issuance Sales Agreement (the “August 2023 Sales Agreement”), which allows it to issue and sell up to $ 500 million in gross proceeds of shares of its common stock, and terminated its then-existing At Market Issuance Sales agreement entered in June 2021.

During the three and six months ended June 30, 2025, no sales were recorded under the August 2023 Sales Agreement.

During the three and six months ended June 30, 2024, the Company sold 12.2 million shares of its common stock resulting in net proceeds of approximately $ 188 million, under the August 2023 Sales Agreement.

As of June 30, 2025, the remaining balance available under the August 2023 Sales Agreement was approximately $ 51 million.

In May 2024, the Company also entered into the Subscription Agreement, pursuant to which the Company sold and issued to Sanofi, in a private placement, 6,880,481 shares of the Company’s common stock, par value $ 0.01 per share, at a price of $ 10.00 per share for aggregate gross proceeds to the Company of $ 68.8 million.

During the three and nine months ended September 30, 2025, no sales were recorded under the August 2023 Sales Agreement.

During the three and nine months ended September 30, 2024, the Company sold 12.2 million shares of its common stock resulting in net proceeds of approximately $ 188 million, under the August 2023 Sales Agreement.

As of September 30, 2025, the remaining balance available under the August 2023 Sales Agreement was approximately $ 51 million.

In May 2024, the Company also entered into the securities subscription agreement, pursuant to which the Company sold and issued to Sanofi, in a private placement, 6.9 million shares of the Company’s common stock, par value $ 0.01 per share, at a price of $ 10.00 per share for aggregate gross proceeds to the Company of $ 68.8 million.

Note 13 – Stock-Based Compensation

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The Company reserved 1.0 million shares of common stock for grants under the 2023 Inducement Plan.

As of June 30, 2025, there were 0.1 million shares available for issuance under the 2023 Inducement Plan.

As of September 30, 2025, there were 0.1 million shares available for issuance under the 2023 Inducement Plan.

The Amended and Restated 2015 Stock Incentive Plan, as amended (“2015 Plan”), was approved at the Company’s annual meeting of stockholders in June 2015.

3 unchanged sentences

The 2015 Plan will expire on April 19, 2034.

As of June 30, 2025, there were 6.2 million shares available for issuance under the 2015 Plan.

As of September 30, 2025, there were 6.4 million shares available for issuance under the 2015 Plan.

The 2023 Inducement Plan and the 2015 Plan permit, the grant of stock options (including incentive stock options), restricted stock, stock appreciation rights (“SARs”), and restricted stock units (“RSUs”).

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Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

3 unchanged sentences

Total stock-based compensation expense $ 8,549 $ 12,049 $ 28,048 $ 37,704

During the three and six months ended June 30, 2025 and 2024 ther e were no stock-based compensation expense capitalized into inventory.

As of June 30, 2025, there was approximately $ 61 million of total unrecognized compensation expense related to unvested stock options, SARs, RSUs, and the Company’s Employee Stock Purchase Plan (“ESPP”).

During the three and nine months ended September 30, 2025 and 2024 ther e were no stock-based compensation expense capitalized into inventory.

As of September 30, 2025, there was approximately $ 51 million of total unrecognized compensation expense related to unvested stock options, SARs, RSUs, and the Company’s Employee Stock Purchase Plan (“ESPP”).

This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of approximately one year and will be allocated between cost of sales, R&D, and general and administrative expenses accordingly.

This estimate does not include the impact of other possible stock-based awards that may be made during future periods.

The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money stock options and SARs) that would have been received by the holders had all stock option and SAR holders exercised their stock options and SARs on June 30, 2025.

This amount is subject to change based on changes to the closing price of the Company's common stock.

The aggregate intrinsic value of stock options and SARs exercises and vesting of RSUs for the six months ended June 30, 2025 and 2024 was approximately $ 18 million and $ 8 million, respectively.

The aggregate intrinsic value of stock options and SARs exercises and vesting of RSUs for the nine months ended September 30, 2025 and 2024 was approximately $ 19 million and $ 10 million, respectively.

Stock Options and Stock Appreciation Rights

The following is a summary of stock options activity under the 2023 Inducement Plan and 2015 Plan for the six months ended June 30, 2025:

The following is a summary of stock options activity under the 2023 Inducement Plan and 2015 Plan for the nine months ended September 30, 2025:

2023 Inducement Plan 2015 Plan

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Canceled — — ( 640,899 ) 51.03

Outstanding at June 30, 2025 486,950 $ 10.45 5,408,098 $ 19.67

Shares exercisable at June 30, 2025 241,911 $ 10.79 2,209,663 $ 35.81

Outstanding at September 30, 2025 486,950 $ 10.45 5,275,169 $ 19.67

Shares exercisable at September 30, 2025 268,335 $ 10.78 2,184,071 $ 34.56

The fair value of stock options granted under the 2023 Inducement Plan and the 2015 Plan was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Expected term (in years) 3.5

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs outstanding under the 2023 Inducement Plan and 2015 Plan as of June 30, 2025 was $ 0.8 million and 8.0 years , respectively.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs exercisable under the 2023 Inducement Plan and 2015 Plan as of June 30, 2025 was $ 0.4 million and 6.1 years , respectively.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs outstanding under the 2023 Inducement Plan and 2015 Plan as of September 30, 2025 was $ 6.1 million and 7.7 years , respectively.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs exercisable under the 2023 Inducement Plan and 2015 Plan as of September 30, 2025 was $ 2.1 million and 5.9 years , respectively.

Restricted Stock Units

The following is a summary of RSU activity for the six months ended June 30, 2025:

The following is a summary of RSU activity for the nine months ended September 30, 2025:

2023 Inducement Plan 2015 Plan

6 unchanged sentences

Forfeited — — ( 857,875 ) 7.66

Outstanding and unvested at June 30, 2025 182,633 $ 10.11 6,489,499 $ 7.28

Outstanding and unvested at September 30, 2025 164,100 $ 10.23 6,271,377 $ 7.08

Employee Stock Purchase Plan

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The ESPP allows employees to purchase shares of common stock of the Company at each purchase date through payroll deductions of up to a maximum of 15 % of their compensation, at 85 % of the lesser of the market price of the shares at the time of purchase or the market price on the beginning date of an option period (or, if later, the date during the option period when the employee was first eligible to participate).

As of June 30, 2025, there were 0.8 million shares available for issuance under the ESPP.

As of September 30, 2025, there were 0.5 million shares available for issuance under the ESPP.

Note 14 – Income Taxes

The Company evaluates the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets.

Significant pieces of objective evidence evaluated by the Company were the cumulative loss incurred over the three-year period ended June 30, 2025 and that the Company has historically generated pretax losses.

Significant pieces of objective evidence evaluated by the Company were the cumulative loss incurred over the three-year period ended September 30, 2025 and that the Company has historically generated pretax losses.

Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth.

On the basis of this evaluation, as of June 30, 2025, the Company continued to maintain a full valuation allowance against its deferred tax assets, except to the extent Net Operating Losses (“NOLs”) have been used to reduce taxable income.

During the three months ended June 30, 2025 and 2024, the Company recognized $ 0.9 million and $ 2.2 million of federal, state, and foreign income tax expense and foreign withholding tax expense, respectively.

During the six months ended June 30, 2025 and 2024, the Company recognized $ 2.1 million and $ 4.5 million of federal, state, and foreign income tax expense, respectively.

On the basis of this evaluation, as of September 30, 2025, the Company continued to maintain a full valuation allowance against its deferred tax assets, except to the extent Net Operating Losses (“NOLs”) have been used to reduce taxable income.

During the three months ended September 30, 2025 and 2024, the Company recognized $ 0.7 million and $ 1.0 million of income tax benefit related to federal, state, and foreign income tax expense and foreign withholding tax expense, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recognized $ 1.5 million and $ 3.4 million of income tax expense related to federal, state, and foreign income tax expense and foreign withholding tax expense, respectively.

On July 4, 2025, President Trump signed into federal law H.R.

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Included in the Act are several corporate federal income tax considerations that will be relevant to the Company, specifically with respect to tax depreciation for specified fixed asset additions, capitalization of R&D costs, the deductibility of interest expense and certain federal tax rules with respect to the taxation of international operations.

There is no impact of the Act considered in the calculation of the total income tax expense recorded for the three and six months ended June 30, 2025 given the enactment of the Act occurred after the end of the period.

The Company is currently evaluating the financial statement impact of the Act.

The Act has not had a material impact on the Company’s effective income tax rate and its net deferred federal income tax assets as the Company maintains a full valuation allowance.

Note 15 – Commitments and Contingencies

Legal Matters

Stockholder Litigation

On November 12, 2021, Sothinathan Sinnathurai filed a purported securities class action in the U.S.

District Court for the District of Maryland (the “Maryland Court”) against the Company and certain members of senior management, captioned Sothinathan Sinnathurai v.

Novavax, Inc., et al., No.

8:21-cv-02910-TDC (the “Sinnathurai Action”).

The parties ultimately negotiated a settlement, which the Maryland Court approved on May 23, 2024.

The Maryland Court closed the Sinnathurai Action on May 24, 2024.

After the Sinnathurai Action was filed, eight derivative lawsuits were filed:

(i) Robert E.

Erck, et al., No.

8:21-cv-02996-TDC (the “Meyer Action”), (ii) Shui Shing Yung v.

Erck, et al., No.

8:21-cv-03248-TDC (the “Yung Action”), (iii) William Kirst, et al.

Erck, et al., No.

C-15-CV-21-000618 (the “Kirst Action”), (iv) Amy Snyder v.

Erck, et al., No.

8:22-cv-01415-TDC (the “Snyder Action”), (v) Charles R.

Blackburn, et al.

Erck, et al., No.

1:22-cv-01417-TDC (the “Blackburn Action”), (vi) Diego J.

Erck, et al., No.

2022-0770-NAC (the “Mesa Action”), (vii) Sean Acosta v.

Erck, et al., No.

2022-1133-NAC (the “Acosta Action”), and (viii) Jared Needelman v.

Erck, et al., No.

C-15-CV-23-001550 (the “Needelman Action”).

The Meyer, Yung, Snyder, and Blackburn Actions were filed in the Maryland Court.

The Kirst Action was filed in the Circuit Court for Montgomery County, Maryland, and shortly thereafter removed to the Maryland Court by the defendants.

The Needelman Action was also filed in the Circuit Court for Montgomery County, Maryland.

The Mesa and Acosta Actions were filed in the Delaware Court of Chancery (the “Delaware Court”).

The derivative lawsuits name members of the Company’s Board of Directors and certain members of senior management as defendants.

The Company is deemed a nominal defendant.

The plaintiffs assert derivative claims arising out of substantially the same alleged facts and circumstances as the Sinnathurai Action.

Collectively, the derivative complaints assert claims for breach of fiduciary duty, insider selling, unjust enrichment, violation of federal securities law, abuse of control, waste, and mismanagement.

Plaintiffs seek declaratory and injunctive relief, as well as an award of monetary damages and attorneys’ fees.

On February 7, 2022, the Maryland Court entered an order consolidating the Meyer and Yung Actions (the “First Consolidated Derivative Action”).

The plaintiffs in the First Consolidated Derivative Action filed their consolidated derivative complaint on April 25, 2022.

On May 10, 2022, the Maryland Court entered an order granting the parties’ request to stay all proceedings and deadlines pending the earlier of dismissal or the filing of an answer in the Sinnathurai Action.

On June 10, 2022, the Snyder and Blackburn Actions were filed.

On October 5, 2022, the Maryland Court entered an order granting a request by the plaintiffs in the First Consolidated Derivative Action and the Snyder and Blackburn Actions to consolidate all three actions and appoint co-lead plaintiffs and co-lead and liaison counsel (the “Second Consolidated Derivative Action”).

The co-lead plaintiffs in the Second Consolidated Derivative Action filed a consolidated amended complaint on November 21, 2022.

On February 10, 2023, defendants filed a motion to dismiss the Second Consolidated Derivative Action.

The plaintiffs filed their opposition to the motion to dismiss on April 11, 2023.

Defendants filed their reply brief in further support of their motion to dismiss on May 11, 2023.

On August 21, 2023, the court entered an order granting in part and denying in part the motion to dismiss.

On September 5, 2023, the Company filed an Answer to the consolidated amended complaint.

On September 6, 2023, the court entered an order granting the individual defendants an extension of time to file their answer until November 6, 2023.

On October 6, 2023, the Board of Directors of the Company formed a Special Litigation Committee (“SLC”) with full and exclusive power and authority of the Board to, among other things, investigate, review, and analyze the facts and circumstances surrounding the claims asserted in the pending derivative actions, including the claims that remain following the court’s order on the motion to dismiss in the Second Consolidated Derivative Action.

On November 7, 2023, the court entered an order granting the parties’ request to stay the Second Consolidated Derivative Action for up to six months from the date of entry of the order, and, on April 15, 2024, the court entered a further order extending the stay until June 6, 2024.

On June 7, 2024, the court entered another order extending the stay until August 5, 2024.

On August 19, 2024, the court entered another order extending the stay until November 4, 2024, to allow the SLC and the parties to continue then-ongoing mediation efforts.

On November 1, 2024, the parties notified the court that a settlement in principle had been reached and requested the stay to be extended until the definitive settlement agreement was filed.

On November 22, 2024, the SLC filed its Unopposed Motion for Preliminary Approval of Derivative Settlement, Approval of Form and Manner of Notice, and Setting Hearing Date on Final Approval of Settlement and supporting documents.

Under the terms of the proposed settlement, individual defendants Erck and Herrmann agreed to pay or cause their insurers to pay $ 6.8 million to Novavax in exchange for a release of claims.

In addition, Novavax and its Board of Directors agreed to adopt and implement certain governance provisions identified in the settlement stipulation.

On December 12, 2024, the court entered an order granting preliminary approval of the derivative settlement and setting a date for a hearing on the final approval of the settlement.

On March 7, 2025, the court held a hearing and entered a Final Judgment and Order Approving Derivative Settlement (the “Final Judgment and Order”).

As part of the Final Judgment and Order, the court granted the motion for attorneys’ fees and awarded plaintiffs’ counsel fees and expenses in the amount of $ 2.0 million to be paid by the Company following its receipt of the $ 6.8 million settlement funds.

During the three months ended, March 31, 2025, the Company recorded a net gain on the settlement of $ 4.8 million in Other income (expense), net.

The Kirst Action was filed on December 28, 2021, and the defendants immediately removed the case to the Maryland Court.

On July 21, 2022, the Maryland Court issued a memorandum opinion and order remanding the Kirst Action to state court.

The plaintiffs filed an amended complaint on December 30, 2022.

On January 23, 2023, defendants filed a motion to stay the Kirst action.

On February 22, 2023, the parties in the Kirst Action filed for the Court’s approval of a stipulation staying the Kirst Action pending the resolution of defendants’ motion to dismiss in the Second Consolidated Derivative Action.

On March 22, 2023, the Court entered the parties’ stipulated stay of the Kirst Action pending resolution of the motion to dismiss in the Second Consolidated Derivative Action.

On August 30, 2022, the Mesa Action was filed.

On October 3, 2022, the Delaware Court entered an order granting the parties’ request to stay all proceedings and deadlines in the Mesa Action pending the earlier of dismissal of the Sinnathurai Action or the filing of an answer to the operative complaint in the Sinnathurai Action.

On January 9, 2023, following the ruling on the motion to dismiss the Sinnathurai Action, the Delaware Court entered an order granting the Mesa Action parties’ request to set a briefing schedule in connection with a motion to stay by defendants.

On February 28, 2023, the court granted the defendants’ motion and stayed the Mesa Action pending the entry of a final, non-appealable judgment in the Second Consolidated Derivative Action.

On August 31, 2023, the Mesa plaintiffs filed a motion to lift the stay in the Mesa Action.

On October 6, 2023, the Company filed an opposition to plaintiff’s motion to lift the stay.

Plaintiff filed his reply on October 17, 2023.

On December 27, 2023, the parties filed a letter informing the Court that the Second Consolidated Derivative Action had been stayed for a period of six months and asked the Court to stay further proceedings in the Mesa Action until expiration of that stay.

On December 7, 2022, the Acosta Action was filed.

On February 6, 2023, defendants accepted service of the complaint and summons in the Acosta Action.

On March 9, 2023, the court entered an order granting the parties’ request to stay the Acosta Action pending the entry of a final, non-appealable judgment in the Second Consolidated Derivative Action.

On October 13, 2023, the parties filed, and the Delaware Court entered, a stipulated order providing that (i) if the Delaware Court declines to lift the stay in the Mesa Action, the Acosta Action will also remain stayed, and (ii) if the Delaware Court lifts the stay in the Mesa Action, the stay in the Acosta Action will also be lifted.

On April 28, 2025, the parties filed a joint status report with the Delaware Court in which they indicated that plaintiffs intend to dismiss the Mesa Action and Acosta Action in light of the Derivative Settlement.

On May 2, 2025, and July 9, 2025, the Delaware Court granted the stipulated order of voluntary dismissal of the Mesa Action and the Acosta Action respectively, and both were dismissed with prejudice.

On April 17, 2023, the Needelman Action was filed.

On July 12, 2023, the parties filed a stipulation and proposed order to stay the Needelman Action pending the Maryland Court’s decision on the motion to dismiss in the Second Consolidated Derivative Action.

The court entered that order on July 17, 2023.

On November 30, 2023, the court entered an order consolidating the Kirst and Needelman Actions.

On December 14, 2023, the parties filed a stipulation (i) extending the plaintiffs’ deadline to file a consolidated complaint until January 29, 2024, and (ii) otherwise staying all other proceedings in the case (including the defendants’ deadline to respond to the consolidated complaint) until February 12, 2024.

On May 3, 2024, the plaintiffs filed a consolidated complaint.

On May 14, 2024, the parties filed a stipulation staying the action until June 6, 2024.

On July 12, 2024, the court entered an order staying the action until August 5, 2024.

On September 24, 2024, the court entered another order staying the action until November 4, 2024.

On November 4, 2024, the parties filed a stipulation requesting a status conference with the court and further requesting that the action remain stayed until such status conference takes place.

On April 15, 2025, the parties filed a Stipulated Notice of Dismissal dismissing the Kirst and Needelman Actions in light of the Derivative Action.

The Company had been involved in a number of legal proceedings around stockholder litigation.

The Company has previously disclosed the resolution of these matters, and all financial impact was reflected in the Company’s results as of March 31, 2025.

The Company is also involved in various other legal proceedings arising in the normal course of business.

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Note 16 – Restructuring

During the three and six months ended June 30, 2025, the Company continued its global restructuring and cost reduction efforts that were initially announced in May 2023 (the 2023 plan combined with subsequent period efforts is referred to as the “Restructuring Plan.”).

As of June 30, 2025, the Company is in the process of reviewing its real estate portfolio, including its leased headquarters in Gaithersburg, Maryland, to optimize its footprint, reduce costs, and align its physical spaces with business needs as part of an effort to improve operational efficiency and enhance long-term financial performance.

Changes in the planned usage of the Company’s facilities could potentially impact the recoverability of the underlying right of use assets and leasehold improvements.

While no triggering events have occurred as of June 30, 2025, the Company continues to evaluate options and will perform impairment tests if such indicators arise in future periods.

As of June 30, 2025, the Company’s net investment in assets related to its corporate headquarters’ leased laboratory and office space located in Gaithersburg, Maryland was approximately $ 111 million, comprised of approximately $ 131 million of right of use assets, approximately $ 32 million of leasehold improvements net of a finance lease obligation of approximately $ 52 million.

The restructuring charge recorded by the Company consisted of the following (in thousands):

During the three and nine months ended September 30, 2025, the Company continued its global restructuring and cost reduction efforts that were initially announced in May 2023 (the 2023 plan combined with subsequent period efforts is referred to as the “Restructuring Plan”).

During the three months ended September 30, 2025, the Company classified its corporate headquarters facility at 700 Quince Orchard, Gaithersburg, Maryland (“700QO”), together with its related finance lease obligation, certain related property and equipment and land parcel adjacent to the facility (collectively referred to as the "Disposal Group"), as held for sale, in accordance with its accounting policy defined in Note 2.

As of September 30, 2025, the assets and liabilities of the Disposal Group were classified as held for sale and were presented separately in Current assets and Current liabilities on the consolidated balance sheet.

The carrying value of the Disposal Group was determined to be greater than its fair value less costs to sell and, consequently, the Company recorded an impairment of assets held for sale of $ 97 million during the three months ended September 30, 2025.

The fair value less cost to sell of the Disposal Group was estimated at $ 56.5 M, comprised of $ 59.8 million as supported by a binding offer from a third party, less $ 3.3 M of costs to sell.

In October 2025, the Company entered into a definitive agreement to sell the Disposal Group with an expected completion of the transaction by the end of the first quarter of 2026 (see Note 18).

As of September 30, 2025, the net carrying amounts of the major classes of assets and liabilities of the Disposal Group were as follows (in thousands):

Right of use asset, net $ 127,914

Property and equipment, net 76,787

Impairment of assets held for sale ( 97,038 )

Assets held for sale $ 107,663

Current portion of finance lease liabilities $ 2,036

Non-current finance lease liabilities 49,399

Liabilities held for sale $ 51,435

Other restructuring charges under the Restructuring Plan recorded by the Company consisted of the following (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Severance and employee benefit costs $ 347 4,245 5,070 9,765

Impairment of assets 348 — 348 1,669

Total Restructuring charge (1)

Impairment of long-lived assets 1,230 — 1,578 1,669

Total other restructuring charges (1)

$ 1,577 $ 4,245 $ 6,648 $ 11,434

(1) Restructuring charges of $ 1.6 million and $ 3.0 million are included in Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the three months ended June 30, 2025.

Restructuring charges of $ 1.6 million and $ 3.5 million are included in Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the six months ended June 30, 2025.

Restructuring charges of $ 0.5 million, $ 0.3 million and $ 0.3 million are included in Cost of sales, Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the three months ended June 30, 2024.

Restructuring charges of $ 0.5 million, $ 1.9 million and $ 4.8 million are included in Cost of sales, Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the six months ended June 30, 2024.

(1) Restructuring charges of $ 1.5 million and $ 0.1 million are included in Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the three months ended September 30, 2025.

Restructuring charges of $ 3.1 million and $ 3.6 million are included in Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the nine months ended September 30, 2025.

Restructuring charges of $ 0.4 million and $ 3.8 million are included in Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the three months ended September 30, 2024.

Restructuring charges of $ 0.5 million, $ 2.3 million and $ 8.6 million are included in Cost of sales, Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the nine months ended September 30, 2024.

Severance and employee benefit costs

Employees affected by reductions in force under the Restructuring Plan are entitled to receive severance payments and certain termination benefits.

The Company recorded a severance and termination benefit cost in full for employees who were notified of their termination during the six months ended June 30, 2025 and had no requirements for future service as of the end of the period.

The Company paid a total of $ 5.2 million for the severance and employee benefit costs during the six months ended June 30, 2025 and the remaining liability of $ 2.6 million is included in Accrued expenses in the Company’s consolidated balance sheet as of June 30, 2025.

The Company recorded a severance and termination benefit cost in full for employees who were notified of their termination during the nine months ended September 30, 2025 and had no requirements for future service as of the end of the period.

The Company paid a total of $ 8.0 million for the severance and employee benefit costs during the nine months ended September 30, 2025 and the remaining liability of $ 0.2 million is included in Accrued expenses in the Company’s consolidated balance sheet as of September 30, 2025.

The Company had $ 3.1 million of remaining liability for the severance and employee benefit costs included in Accrued expenses in its consolidated balance sheet as of December 31, 2024.

Impairment of assets

In connection with the Restructuring Plan, the Company evaluated its long-lived assets for impairment including certain leased laboratory and office spaces located in Gaithersburg, Maryland.

Impairment of long-lived assets

In connection with the Restructuring Plan, the Company also evaluated its long-lived assets, other than the Disposal Group classified as held for sale, for impairment.

The Company performed an impairment evaluation for the applicable long-lived assets, which is subject to judgment and actual results may vary from the estimates, resulting in potential future adjustments to amounts recorded.

During the three and six months ended June 30, 2025, the Company recorded an impairment charge of $ 0.3 million, related to the impairment of right of use asset for a facility lease.

During six months ended June 30, 2024, the Company recorded an impairment charge of $ 1.7 million related to the impairment of capitalized internal-use software.

During the three and nine months ended September 30, 2025, the Company recorded an impairment charge of $ 1.2 million and $ 1.6 million, respectively, related to the impairment of right of use asset for a facility lease and some laboratory equipment.

During nine months ended September 30, 2024, the Company recorded an impairment charge of $ 1.7 million related to the impairment of capitalized internal-use software.

Note 17 – Segment Reporting

The Company manages its business as one reportable operating segment, in-house early-stage R&D to build a pipeline of high-value assets using its proven technology along with seeking to enter into partnerships to drive value creation for its assets.

The Company has determined its reportable operating segment based on the management approach, which considers the internal organization and reporting used by the Company’s chief operating decision-maker (“CODM”) to make decisions about allocating resources and assessing the Company’s performance.

The Company’s CODM uses consolidated single-segment net

income (loss) as reported in the Consolidated Statements of Operations to evaluate performance, forecast future period financial results, allocate resources, and set incentive targets.

The Company’s CODM uses consolidated single-segment net income (loss) as reported in the Consolidated Statements of Operations to evaluate performance, forecast future period financial results, allocate resources, and set incentive targets.

The table below summarizes the significant expense categories regularly reviewed by the CODM (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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( 121,399 ) 12,718 ( 112,828 ) 11,382

Net income $ 106,508 $ 162,381 $ 625,154 $ 14,831

Net income (loss)

$ ( 202,379 ) $ ( 121,300 ) $ 422,775 $ ( 106,469 )

(1) Direct research and development expenses are comprised primarily of costs paid to third parties for clinical and product development activities.

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(2) Facility and other research and development expenses consist of indirect costs incurred in support of overall research and development activities and non-specific programs, such as overhead costs, information technology and facility-based expenses not allocated to a specific program.

(3) Other segment income (expense) includes interest expense, income tax expense, and other income.

(3) Other segment income (expense) includes interest expense, impairment of assets held for sale, loss on debt extinguishment, income tax expense (benefit), and other income, net.

Total revenue by the Company’s customer’s or collaboration partner’s geographic location was as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

8 unchanged sentences

Total long-lived assets of the Company by geographic location were as follows (in thousands):

June 30, 2025 December 31, 2024

September 30, 2025 December 31, 2024

United States $ 69,328 $ 295,879

3 unchanged sentences

Note 18 – Subsequent Events

On July 10, 2025, the Company entered into a letter agreement with Sanofi (“Letter Agreement”) to address the funding and execution of the postmarketing commitment (“PMC”) to conduct a Phase 4 prospective, randomized, double-blinded, placebo-controlled efficacy and safety trial in individuals aged 50 through 64 without high-risk conditions for severe COVID-19 requested as part of the FDA’s BLA approval.

The Letter Agreement establishes that the Company will be responsible for conducting the PMC study and details the level of financial support to be provided by Sanofi for the trial’s costs.

Sanofi will reimburse the Company for 70 % of the PMC costs, capped at the currently agreed upon cost estimates.

The Company will recognize cost reimbursements from Sanofi related to the PMC in licensing, royalties, and other revenue over time using an input method, consistent with Sanofi Transition Services and Sanofi Technology Transfer.

On October 1, 2025, the European Commission approved the transfer application to change the holder of the MAH for Nuvaxovid™ from the Company to Sanofi.

On November 3, 2025, the U.S.

FDA approved the transfer application to change the holder of the MAH for Nuvaxovid™ from the Company to Sanofi.

Completion of each of these transfer authorizations has triggered $ 25 million milestone payments from Sanofi under the Sanofi CLA.

The Company anticipates receipt of these payments in the first quarter of 2026.

On October 16, 2025, the Company entered into an assignment of the lease with respect to the Company’s Gaithersburg, MD headquarters facility with AstraZeneca Pharmaceuticals LP (“AstraZeneca”).

The effect of the agreement is to assign the lease agreement for the Company’s corporate headquarters, which together with a parcel purchase agreement for the sale of a parcel of land adjacent to the facility and an asset purchase agreement for the sale of certain personal property and equipment, will result in an aggregate of $ 59.8 million payable by AstraZeneca to the Company.

An initial payment of $ 20.0 million, associated with the parcel purchase, is scheduled to occur in the fourth quarter of 2025 and the remaining approximately $ 39.8 million payment is scheduled to occur in the first quarter of 2026.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements