NOVAVAX INC 10-Q

Item 5. Other Information During the three months ended September 30, 2025, no director or “officer” (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted or terminated a “Rule 10b5 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K. 50 Item 6. Exhibits 3.1 Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No. 000-26770)) 3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 9, 2019 (File No. 000-26770)) 3.3 Amended and Restated By-Laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 22, 2024 (File No. 000-26770)) 3.4 Certificate of Designation of Series A Convertible Preferred Stock of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 19, 2020 (File No. 000- 26770)) 4.1 Indenture, dated August 27, 2025, between Novavax, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 27, 2025 (File No. 000- 26770)) 4.2 Form of 4.625% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1) (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 27, 2025 (File No. 000- 26770)) 4.3 Form of Exchange and Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 21, 2025 (File No. 000- 26770)) 10.1* First Amendment to Collaboration and License Agreement between the Company and Sanofi Pasteur Inc., dated July 28, 2025 10.2* ^ Second Amendment to Collaboration and License Agreement between the Company and Sanofi Pasteur Inc , dated July 28, 2025 10.3 † Assignment and Assumption of Lease b etween the Company and AstraZeneca Pharmaceuticals, LP, dated October 1 7 , 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 22 , 2025 (File No. 000- 26770)) 31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(e) of the Securities Exchange Act 31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(e) of the Securities Exchange Act 32.1* * Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* * Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Operations for the three and nine-month periods ended September 30, 2025 and 2024, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and nine-month periods ended September 30, 2025 and 2024, (iii) the Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (iv) the Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine-month periods ended September 30, 2025 and 2024, (v) the Consolidated Statements of Cash Flows for the nine-month periods ended September 30, 2025 and 2024, and (vi) the Notes to the Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _______________________________ * Filed herewith. ** Furnished herewith. † Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish supplementally to the SEC, upon its request, an unredacted copy of this exhibit. ^ Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules or similar attachments upon request by the SEC. 51 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOVAVAX, INC. Date: November 6, 2025 By: /s/ John C. Jacobs John C. Jacobs President and Chief Executive Officer (Principal Executive Officer) Date: November 6, 2025 By: /s/ James P. Kelly James P. Kelly Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 52