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Item 9A. Controls and Procedures

2026-02-26 compared with 2025-02-27 · 621 added, 700 removed, 1042 unchanged (56% of the section changed)

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Evaluation of Disclosure Controls and Procedures

The term “disclosure controls and procedures” (defined in SEC Rule 13a-15(e)) refers to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized, and reported, within time periods specified in the rules and forms of the Securities and Exchange Commission.

“Disclosure controls and procedures” include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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The Company’s management, with the participation of the chief executive officer and the chief financial officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation Date”).

Based on that evaluation, the Company’s chief executive officer and chief financial officer have concluded that the Company’s disclosure controls and procedures were not effective because of the material weakness identified in the operation of certain IT general controls described below.

Our management, with the assistance of our chief executive officer and chief financial officer, has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2025.

Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our disclosure controls and procedures are designed to provide reasonable assurance of achieving such control objectives.

Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control over Financial Reporting

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In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control- Integrated Framework (2013 Framework).

Based on its assessment, our management has determined that, as of December 31, 2024, our internal controls over financial reporting were not effective because of the following identified material weakness:

• IT general controls deficiencies.

These deficiencies specifically related to ineffective change management review and periodic access review controls, with respect to the Company’s human resources information system (“HRIS”), which was implemented in 2024.

As a result of the deficiencies, certain change management and user access controls, as well as the related process-level IT dependent manual controls and automated application controls across various processes impacted by the HRIS were also determined to be ineffective.

Management performed additional substantive procedures and concluded that there were no instances of inappropriate access, unauthorized or inappropriate changes to the system or material misstatements.

While this material weakness did not result in a material misstatement of our financial statements, there is a reasonable possibility that business processes that depend on the HRIS or data from the HRIS could be adversely impacted and result in a material misstatement in the Company's annual or interim consolidated financial statements that would not be detected.

Accordingly, we determined that the deficiencies when considered in aggregate constituted a material weakness.

Management is in the process of implementing measures designed to remediate the control deficiencies that led to material weaknesses as of December 31, 2024, and have begun to implement the following steps:

• Enhancing the assignment of control responsibilities and accountability to responsible operational and IT personnel;

• Improving oversight by senior management;

• Additional training for control performers of controls related to human resources and payroll processing;

• Designing and implementing appropriate compensating controls.

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The material weakness will not be remediated until ITGC controls operate for a sufficient period and management has concluded, through testing, that these controls are operating effectively.

Based on its assessment, our management has determined that, as of December 31, 2025, our internal controls over financial reporting are effective based on those criteria.

Ernst & Young LLP has issued a report on our internal control over financial reporting.

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Changes in Internal Control over Financial Reporting

Our management, including our chief executive officer and chief financial officer, has evaluated changes in our internal control over financial reporting that occurred during the year ended December 31, 2024 and, other than controls related to the HRIS discussed above, has concluded that there was no change that occurred during the year ended December 31, 2024 that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Our management, including our chief executive officer and chief financial officer, has evaluated any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2025 and has concluded that there was no change that occurred that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

OTHER INFORMATION

During the three months ended December 31, 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 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

The information set forth below is included for the purpose of providing the disclosures required by Item 1.01 and Item 2.03 of Form 8-K.

On February 25, 2026, Novavax, Inc.

(the “Company”) entered into a Credit, Security and Guaranty Agreement (the “Credit Agreement”) with MidCap Financial Trust, as administrative agent (“Agent”), and the lenders from time to time party thereto (the “Lenders”).

The Credit Agreement provides for a senior secured term loan facility of up to $330.0 million, consisting of (i) a $130.0 million Term Loan Tranche 1, $50.0 million of which was funded at closing with the remainder available to be drawn, subject to customary conditions, through February 29, 2028;

(ii) a $50.0 million Term Loan Tranche 2, available through June 30, 2028, subject to satisfaction of specified royalty revenue-based conditions;

(iii) a $50.0 million Term Loan Tranche 3, available beginning January 1, 2027 through June 30, 2029, subject to satisfaction of specified royalty revenue-based conditions;

and (iv) a $100.0 million Term Loan Tranche 4, the availability of which is subject to activation and funding approvals in the sole discretion of the Agent and participating Lenders through June 30, 2029.

Borrowings under the Credit Agreement bear interest, payable monthly in arrears, at a rate per annum equal to the secured overnight financing rate (“Term SOFR”) plus 5.00%, subject to a Term SOFR floor of 2.00%.

The term loans mature on March 1, 2031, at which time all outstanding principal and accrued interest are due and payable in full.

The Credit Agreement permits voluntary prepayments at any time subject to a prepayment premium equal to 3.00% of the principal prepaid during the first year after closing, 2.00% during the second year, and 1.00% thereafter.

The Credit Agreement also requires mandatory prepayments from certain casualty and asset disposition proceeds, in each case subject to customary thresholds and reinvestment provisions.

The Company’s obligations under the Credit Agreement are secured by a first-priority lien on substantially all of the Company’s assets, subject to certain customary exceptions and limitations, and will be guaranteed by Novavax NL B.V., a wholly owned subsidiary of the Company organized under the laws of the Netherlands (“Novavax Netherlands”), on a post-closing basis, which guarantee will be secured by a first-priority lien on the equity interests of Novavax AB, a wholly owned subsidiary of Novavax Netherlands organized under the laws of Sweden.

The Credit Agreement contains customary affirmative

and negative covenants, including covenants that, among other things, limit the Company’s ability and the ability of its subsidiaries to incur additional indebtedness or liens, make certain investments or acquisitions, make certain restricted payments, enter into affiliate transactions, and dispose of assets, in each case subject to customary exceptions and limitations.

The Credit Agreement also includes a financial covenant requiring the Company and its subsidiaries to maintain unrestricted cash of at least $100.0 million at all times.

In addition, if the Company borrows any term loans under Term Loan Tranche 2, Term Loan Tranche 3 or Term Loan Tranche 4, then, commencing on the fiscal quarter in which the Company’s unrestricted cash falls below $225.0 million (if any), the Company will be required to maintain minimum trailing twelve month royalty revenue for each fiscal quarter as detailed in the Credit Agreement filed herein.

The Credit Agreement contains customary representations and warranties, reporting covenants and events of default, including payment defaults, breaches of covenants (including the financial covenants), cross-defaults, bankruptcy and insolvency events, certain judgments, and change of control events.

The Company intends to use the proceeds of the initial borrowing to pay fees and expenses incurred in connection with the financing and for working capital and general corporate purposes, with any additional draws used for the same purposes, in each case as permitted by the Credit Agreement.

The above summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.63 to this Annual Report on Form 10-K and is incorporated herein by reference.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

The information required by this item is incorporated by reference from our definitive Proxy Statement for our 2025 Annual Meeting of Stockholders scheduled to be held in June 2025 (the “2025 Proxy Statement”).

The information required by this item will be included in our definitive Proxy Statement for our 2026 Annual Meeting of Stockholders scheduled to be held in June 2026 (the “2026 Proxy Statement”) and is incorporated by reference herein.

We expect to file the 2026 Proxy Statement within 120 days after the close of the fiscal year ended December 31, 2025.

EXECUTIVE COMPENSATION

We incorporate herein by reference the information required by this item concerning executive compensation to be contained in the 2025 Proxy Statement.

The information required by this item will be included in the 2026 Proxy Statement and is incorporated by reference herein.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

We incorporate herein by reference the information required by this item concerning security ownership of certain beneficial owners and management and related stockholder matters to be contained in the 2025 Proxy Statement.

The following table provides our equity compensation plan information as of December 31, 2025.

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See also the information regarding our equity awards and ESPP in Note 14 to the consolidated financial statements included herewith.

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Equity Compensation Plan Information

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(2) Includes our 2023 Inducement Plan only.

The other information required by this item will be included in the 2026 Proxy Statement and is incorporated by reference herein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

We incorporate herein by reference the information required by this item concerning certain relationships and related transactions and director independence to be contained in the 2025 Proxy Statement.

PRINCIPAL ACCOUNTING FEES AND SERVICES

We incorporate herein by reference the information required by this item concerning principal accountant fees and services to be contained in the 2025 Proxy Statement.

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The information required by this item concerning certain relationships and related transactions and director independence will be included in the 2026 Proxy Statement and is incorporated by reference herein.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this item will be included in the 2026 Proxy Statement and is incorporated by reference herein.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Reports of Independent Registered Public Accounting Firm (PCAOB ID:42)

Consolidated Statements of Operations and Statements of Comprehensive Loss for the years ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Operations and Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023

Consolidated Balance Sheets as of December 31, 2025 and 2024

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Financial statement schedules are omitted because they are not applicable, not required under the instructions or all the information required is set forth in the financial statements or notes thereto.

Exhibits marked with a single asterisk (*) are filed herewith.

Exhibits marked with a double plus sign (††) refer to management contracts, compensatory plans, or arrangements.

Confidential information contained in exhibits marked with a caret (^) has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

All other exhibits listed have previously been filed with the SEC and are incorporated herein by reference.

Number Description

2.1 Asset Purchase Agreement, by and between Novavax CZ a.s., Novo Nordisk Production Czech s.r.o.

and Novo Nordisk A/S, dated as of December 3, 2024.

and Novo Nordisk A/S, dated as of December 3, 2024 (Incorporated by reference to Exhibit 2.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

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.

3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.

3.2 Certificate of Amendment of 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.

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4.1 Specimen stock certificate for shares of common stock of the Company, par value $.01 per share (Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3, filed on December 31, 2019 (File No.

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4.2 Indenture (including form of Notes) with respect to the Company's 5.00% Convertible Senior Notes due 2027, dated as of December 20, 2022, between the Company 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 on December 21, 2022 (File No.

4.3 Indenture with resp ect to the Company ’ s 4.625% Converti ble Senior Notes due 2031 , dated as of 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.

4.4 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.

4.5 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 2 1 , 2025 (File No.

000- 26770)).

Form of Series A Convertible Preferred Stock Certificate of the Company (Incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 19, 2020 (File No.

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10.1†† The Company's Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 12, 2013 (File No.

10.2†† Amendment to Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Appendix 1 of the Company’s Definitive Proxy Statement filed on April 30, 2014 in connection with the Annual Meeting held on June 12, 2014 (File No.

Form of Non-Statutory Stock Option Award Agreement granted under the Company's Amended and Restated 2005 Stock Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed on February 27, 2015 (File No.

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Amended and Restated Novavax, Inc.

2013 Employee Stock Purchase Plan (Incorporated by reference to Appendix D of the Company’s Definitive Proxy Statement filed on May 2, 2022 in connection with the Annual Meeting held on June 16, 2022 (File No.

2013 Employee Stock Purchase Plan (Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed on April 29, 2024 in connection with the Annual Meeting held on June 1 3 , 202 4 (File No.

Amended and Restated Novavax, Inc.

2015 Stock Incentive Plan (Incorporated by reference to Appendix B of the Company’s Definitive Proxy Statement filed on April 28, 2023 in connection with the Annual Meeting held on July 11, 2023 (File No.

2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on April 2 9 , 202 4 in connection with the Annual Meeting held on June 13, 2024 (File No.

Form of Non-Statutory Stock Option Award Agreement granted under the Amended and Restated Novavax, Inc.

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2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No.

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Form of Restricted Stock Unit Agreement granted under the Amended and Restated Novavax, Inc.

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Jacobs, dated as of January 5, 2023 (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed on February 28, 2023 (File No.

Employment Agreement between the Company and Stanley C.

Erck, dated as of June 22, 2011 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2011, filed on August 9, 2011 (File No.

Consulting and Advisory Agreement between the Company and Stanley C.

Erck, dated as of January 5, 2023 (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K, filed on February 28, 2023 (File No.

Employment Agreement between the Company and Gregory M.

Glenn dated July 1, 2010 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on July 6, 2010 (File No.

Consulting and Advisory Agreement between the Company and Dr.

Glenn, dated as of March 20, 2023 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on May 9, 2023 (File No.

Employment Agreement between the Company and John A.

Herrmann dated April 1, 2012 (Incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 5, 2016 (File No.

10.28††* Consulting and Advisory Agreement between the Company and John A.

Herrmann, dated as of November 17, 2023

Employment Agreement between the Company and John J.

Trizzino dated March 3, 2014 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, filed on May 5, 2016 (File No.

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Consulting and Advisory Agreement between the Company and John Trizzino, dated May 27, 2025 (Incorporated by reference to Exhibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 6, 2025 ( File No.

000-26770 ) )

Amendment to Consulting and Advisory Agreement b etween the Company and John Trizzino, dated December 18, 2025

Employment Agreement between the Company and James P.

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Kelly dated July 12, 2021 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

Offer letter to Mark Casey dated November 10, 2023

Employment Agreement between the Company and Mark Casey dated November 10, 2023

Offer Letter to Elaine O’Hara dated February 4, 2023

Employment Agreement between the Company and Elaine O’Hara dated February 4, 2023

Form of Amendment to Employment Agreement, dated June 17, 2021, between the Company and each of Stanley C.

Erck, Gregory M.

Glenn, John J.

Trizzino, Filip Dubovsky, and John A.

Herrmann, III (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

Offer letter to Mark Casey dated November 10, 2023 (Incorporated by reference to Exhibit 10.32 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

Employment Agreement between the Company and Mark Casey dated November 10, 2023 (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

Offer Letter to Elaine O’Hara dated February 4, 2023 (Incorporated by reference to Exhibit 10.34 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

Employment Agreement between the Company and Elaine O’Hara dated February 4, 2023 (Incorporated by reference to Exhibit 10.35 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

Company Amended and Restated Change in Control Severance Benefit Plan (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, filed on August 5, 2021 (File No.

Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 3.5 in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 8, 2025 (File No.

Form of Indemnification Agreement entered into between the Company and its directors and officers (Incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed on March 16, 2010 (File No.

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10.36 Second Amendment to Deed of Lease for space at 21 Firstfield Road between BMR-Firstfield LLC (formerly Firstfield Holdco, LLC) and the Company, dated as of March 31, 2017 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, filed on May 8, 2017 (File No.

10.43 Deed of Lease for space at 700 Quince Orchard Road between ARE-MARYLAND NO.

51, LLC and the Company, dated October 22, 2020 (Incorporated by reference to Exhibit 10.27 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

10.44 Amendment to Deed of Lease for space at 700 Quince Orchard Road between ARE-MARYLAND NO.

51, LLC and the Company, dated June 22, 2021 (Incorporated by reference to Exhibit 10.33 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 1, 2022 (File No.

Assignment and Assumption of Lease between the Company and AstraZeneca Pharmaceuticals, LP, dated October 17, 2025 (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed October 22, 2025 (File No.

Amended and Restated Supply and License Agreement, dated July 1, 2021, between the Company and Serum Institute of India Private Limited (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, filed on November 5, 2021 (File No.

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Supply Agreement between the Company, Serum Institute of India Private Limited and Serum Life Sciences Limited, executed as of October 26, 2021 (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 1, 2022 (File No.

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Collaboration and Exclusive License Agreement between the Company and Takeda Pharmaceutical Company Limited, dated as of February 24, 2021 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, filed on May 10, 2021 (File No.

Amended Colla boration Agreement with Takeda Pharmaceutical Company Limited dated April 29, 2025 (Incorporated by reference to Exhibit 10.

3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, filed on August 6, 2025 ( File No .

000-26770 ) )

Amended and Restated SARS-CoV-2 Vaccine Supply Agreement, dated as of July 1, 2022, between the Company and The Secretary of State for Business, Energy and Industrial Strategy, acting on behalf of the government of the United Kingdom of Great Britain and Northern Ireland (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No.

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3 to Advanced Purchase Agreement, dated as of April 5, 2023, between the Company and the Commonwealth of Australia as Represented by the Department of Health (Incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August, 8 2023 (File No.

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Amendment No.

4 to Advanced Purchase Agreement, dated as of July 5, 2023, between the Company and the Commonwealth of Australia as Represented by the Department of Health (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on August, 8 2023 (File No.

Amendment No.

5 to Advanced Purchase Agreement, dated as of December 12, 2024, between the Company and the Commonwealth of Australia as Represented by the Department of Health

Advanced Purchase Agreement, effective as of January 19, 2021, between the Company and Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services (Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed on March 1, 2021 (File No.

Amendment No.

1 to Advanced Purchase Agreement, effective as of January 26, 2022, between the Company and 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 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August, 8 2023 (File No.

Amendment No.

2 to Advanced Purchase Agreement, effective as of October 18, 2022, between the Company and 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(Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on August, 8 2023 (File No.

Amendment No.

3 to Advanced Purchase Agreement, effective as of April 25, 2023, between the Company and 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 (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on August, 8 2023 (File No.

Amendment No.

4 to Advanced Purchase Agreement, effective as of June 30, 2023, between the Company and 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 (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August, 8 2023 (File No.

Settlement Agreement and General Release, dated August 8, 2023, between the Company and SK bioscience Co., Ltd.

A mendment No.

5 to Advance Purchase Agreement, date d as of December 12, 202 4 , between the Company and the Commonwealth of Australia as Represented by the Department of Health (Incorporated by reference to Exhibit 10.60 to the Company ’ s Annual Report on Form 10-K filed on February 27, 2025 (File No.

000- 267700 )

10.55^+ Settlement Agreement and General Release, dated August 8, 2023, between the Company and SK bioscience Co., Ltd.

(Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2023, filed on November, 9 2023 (File No.

Securities Subscription Agreement, dated as of August 8, 2023, between the Company and SK bioscience Co., Ltd.

(Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2023 (File No.

Termination and Settlement Agreement, dated as of February 16, 2024, between the Company and Gavi Alliance (Incorporated by reference to Exhibit 10.101 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed on February 28, 2024 (File No.

Termination and Settlement Agreement, dated November 1, 2024, by and between the Company and The Secretary of State for Health and Social Care, acting as part of the Crown, through the UK Health Security Agency (Incorporated by reference to Exhibit 10.69 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

Letter Amendment to the Termination and Settlement Agreement, dated November 1, 2024, by and between the Company and The Secretary of State for Health and Social Care, acting as part of the Crown, through the UK Health Security Agency (Incorporated by reference to Exhibit 10.70 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

Collaboration and License Agreement, dated May 10, 2024, by and between the Company and Sanofi Pasteur Inc.

(Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report for the quarter ended June 30, 2024, filed on August 8, 2024 (File No.

Supply Agreement, dated May 6, 2024, by and between the Company and Serum Life Sciences Limited (Incorporated by reference to Exhibit 10.

6 to the Company’s Quarterly Report for the quarter ended June 30, 2024, filed on August 8, 2024 (File No.

First Amendment to Collaboration and License Agreement , dated July 28, 2025 , by and between the Company and Sanofi Pasteur Inc .

(Incorporated by reference to Exhibit 10.

1 to the Company’s Quarterly Report o n Form 10-Q for the quarter ended September 30, 2025, filed on N ovember 6 , 2025 ( File No.

Second Amendment to Collaboration and License Agreement , dated July 28, 202 5 , by and between the Company and Sanofi Pasteur Inc .

( Incorporat ed by reference to Ex hibit 10.2 to the Company ’ s Quarterly Report on Form 10-Q for the quarter ended Septemb er 30, 2025, filed on November 6 , 202 5 ( File No.

000-26770 ) )

10.63*^+

License Agreement , dated January 1 4 , 2026 , by and between the Company and Pfizer, Inc.

Credit, Security and Guaranty Agreement, dated as of February 25, 2026, by and among Novavax, Inc., as borrower, the lenders from time to time party thereto and MidCap Financial Trust, as administrative agent.

14 Code of Conduct (Incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed on March 1, 2022 (File No.

19 Insider Trading Polic y

19 Insider Trading Policy (Incorporated by reference to Exhibit 19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

21* Subsidiaries of the Company

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31.1* Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(e) of the Securities Exchange Act

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31.2* Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(e) of the Securities Exchange Act

4 unchanged sentences

97 Novavax, Inc.

Amended and Restated Recoupment Policy

Amended and Restated Recoupment Policy (Incorporated by reference to Exhibit 97 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on February 27, 2025 (File No.

101 The following financial information from our Annual Report on Form 10-K for the year ended December 31, 2025, formatted in Extensible Business Reporting Language (XBRL):

(i) the Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) the Consolidated Statements of Operations for the three years in the period ended December 31, 2024, (iii) the Consolidated Statements of Comprehensive Loss for the three years in the period ended December 31, 2024, (iv) the Consolidated Statements of Changes in Stockholders’ Deficit for the three years in the period ended December 31, 2024, (v) the Consolidated Statements of Cash Flows for the three years in the period ended December 31, 2024, and (vi) the Notes to Consolidated Financial Statements.

(i) the Consolidated Balance Sheets as of December 31, 2025 and 2024, (ii) the Consolidated Statements of Operations for the three years in the period ended December 31, 2025, (iii) the Consolidated Statements of Comprehensive Income (Loss) for the three years in the period ended December 31, 2025, (iv) the Consolidated Statements of Changes in Stockholders’ Deficit for the three years in the period ended December 31, 2025, (v) the Consolidated Statements of Cash Flows for the three years in the period ended December 31, 2025, and (vi) the Notes to Consolidated Financial Statements.

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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* Filed herewith.

** Furnished herewith.

†† Indicates management contract or compensatory plan or arrangement.

Certain portions of this exhibit (indicated by [***]) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

+ 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.

FORM 10-K SUMMARY

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:

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Name Title Date

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February 26, 2026

Young Chairman of the Board of Directors February 27, 2025

/s/ Margaret G.

McGlynn Chairman of the Board of Directors February 26, 2026

Alton Director February 26, 2026

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Mott Director February 26, 2026

/s/ Charles W.

Director February 26, 2026

/s/ Richard J.

Rodgers Director February 26, 2026

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Director February 26, 2026

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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Reports of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations and Statements of Comprehensive Loss for the years ended December 31, 202 4 , 202 3 , and 202 2

Consolidated Statements of Operations and Statements of Comprehensive Income ( Loss ) for the years ended December 31, 202 5 , 202 4 , and 202 3

Consolidated Balance Sheets as of December 31, 202 5 and 202 4

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Notes to Consolidated Financial Statements

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Novavax, Inc.

To the Stockholders and Board of Directors of Novavax, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Novavax, Inc.

(the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes (collectively referred to as the “consolidated financial statements”).

(the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders' deficit, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S.

generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated February 27, 2025 expressed an adverse opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the account or disclosures to which it relates.

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Revenue Recognition for Collaboration and Licensing Agreement with Sanofi

Description of the Matter

The Company recorded revenue from the collaboration and licensing agreement (“CLA”) with Sanofi of $459.3 million for the year ended December 31, 2024.

As disclosed in Note 2 and Note 4, the terms of the Sanofi CLA include performance obligations related to the transfer of licenses for the Company’s intellectual property and transition services.

The transaction price includes nonrefundable upfront license fees, and may also include transition service fees, payments based upon the achievement of specified milestones, and royalty payments based on product sales from licensed products.

The Company allocates the transaction price to each performance obligation based on its relative stand-along selling price (“SSP”), which is estimated using discounted cash flows or expected cost-plus profit margin.

Revenue related to the transition services performance obligations is recognized using an input method to measure progress utilizing actual costs incurred to-date relative to total expected costs.

Auditing the Company’s accounting for revenue from the Sanofi CLA was complex and required significant judgment to identify which promises represented performance obligations to the customer.

Also, due to the subjectivity of the assumptions driving the Company’s SSP estimates, auditing these estimates required significant judgment.

In addition, auditing the Company’s progress towards the satisfaction of the transition services performance obligation also required significant judgment as it involves subjective management assumptions about future costs necessary to satisfy the performance obligations.

The measurement and recognition of revenue for the Sanofi CLA is subject to these estimates and judgments developed by management.

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How We Addressed the Matter in Our Audit

Our audit procedures included, among others, reading the Sanofi CLA and evaluating the appropriateness of management’s technical accounting analysis for the identification of performance obligations under the arrangement.

To assess the reasonableness of the Company’s estimate of SSP for the license performance obligation, we compared key assumptions, including forecasted revenue to available third-party sources, tested the accuracy and completeness of the underlying data used in making the estimates, and performed sensitivity analyses of key inputs.

To assess the reasonableness of the Company’s estimate for SSP for the transition services performance obligation, we inspected communications from the Company’s research and development personnel who oversee the CLA and related clinical trials, compared the estimated future costs to third-party support, and performed sensitivity analyses of key inputs.

With the assistance of our valuation specialists, we tested the methodology utilized for the calculation of SSP for each performance obligation, including the discount rates utilized, as well as the profit margin utilized for the transition services performance obligation.

To test the measurement of efforts toward satisfying the transition services obligations recognized over time, we tested actual transition services costs incurred through December 31, 2024 and recalculated the revenue recognized for the period based on the ratio of costs incurred to date as compared to the total estimated costs through completion.

We tested management’s estimate of the remaining costs to complete the transition services as of December 31, 2024 by comparing the estimated future costs to third-party support, comparing actual costs incurred to date to prior estimates, inspecting updated communications from the Company’s research and development personnel who oversee the CLA and related clinical trials, inspecting CLA steering committee minutes, and by performing sensitivity analysis of key inputs.

Product Return Reserve Estimate - U.S.

Commercial Sales

Description of the Matter As of December 31, 2024, the Company recorded a liability for estimated product returns related to US commercial sales of $58.3 million.

As disclosed in Note 2, the Company offers U.S.

commercial customers the right to return its product.

These return rights include the right of wholesale distributors and indirect customers to return expired doses.

The Company estimates variable consideration resulting from these product returns based on quantitative and qualitative data from various internal and external sources.

Auditing management’s estimate of product returns was complex and judgmental given the Company’s limited history of U.S.

commercial sales.

In addition, there is significant estimation uncertainty involved in projecting market demand for the inventory in the distribution channel over the product shelf life.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the product return reserve estimation process for U.S.

commercial sales, including management’s review of the level of inventory in the distribution channel, as well as inputs and assumptions used to develop the estimate of the product returns reserve.

Our substantive audit procedures included, among others, testing the level of product in the channel held by the Company’s wholesale distributors as of December 31, 2024 based upon shipments made to the wholesalers during the period and third-party chargeback data.

For indirect customers, we obtained and reviewed the Company’s analysis of estimated channel mix and compared relevant inputs to underlying third-party chargeback data.

In addition, we assessed management’s estimate of projected market demand for the product through the expiration dates, by analyzing available internal and third-party utilization and market size data for the product for the current vaccination season.

We also evaluated the sensitivities of changes in projected demand on the product return reserve estimate recorded.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Revenue Recognition for Transition Services with Sanofi

Description of the Matter The Company recorded revenue from the collaboration and licensing agreement (CLA) with Sanofi of $386.3 million for the year ended December 31, 2025, which included revenue recognized related to transition services.

As disclosed in Note 2, Note 3, and Note 4, the terms of the Sanofi CLA include performance obligations related to the transfer of licenses for the Company’s intellectual property, transition services, and technology transfer.

The transaction price includes non-refundable upfront license fees, transition service fees, technology transfer fees, payments based upon the achievement of specified milestones, and royalty payments based on product sales from licensed products.

Revenue related to the transition services performance obligation was recognized using an input method to measure progress utilizing actual costs incurred to-date relative to total expected costs.

Auditing the Company’s progress towards the satisfaction of the transition services performance obligation required significant judgment as it involves subjective management assumptions about future costs necessary to satisfy the performance obligation.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design, and tested the operating effectiveness of internal controls over the measurement of the transition services revenue.

For example, we tested controls over management’s development of estimated future costs to satisfy the transition services performance obligation, including the significant assumptions and data supporting the estimate.

Our substantive procedures, among others, included testing the measurement of efforts toward satisfying the transition services obligation recognized over time, by testing actual transition services costs incurred through December 31, 2025 and recalculating the revenue recognized for the period based on the ratio of costs incurred to date as compared to the total estimated costs through completion.

We tested management’s estimate of the remaining costs to complete the transition services as of December 31, 2025 by comparing the estimated future costs to third-party support, comparing actual costs incurred to date to prior estimates, inspecting updated communications from the Company’s research and development personnel who oversee the CLA and related clinical trials, inspecting CLA steering committee minutes, and by performing sensitivity analyses of key inputs.

/s/ Ernst & Young LLP

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February 26, 2026

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Novavax, Inc.

To the Stockholders and Board of Directors of Novavax, Inc.

Opinion on Internal Control over Financial Reporting

We have audited Novavax, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).

In our opinion, because of the effect of the material weakness described below on the achievement of the objectives of the control criteria, Novavax, Inc.

(the Company) has not maintained effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

The following material weakness has been identified and included in management’s assessment.

Management has identified a material weakness related to ineffective information technology (IT) general controls over change management and user access as well as the related process-level IT dependent manual controls and automated application controls across various processes impacted by a human resources information system (“HRIS”) that was implemented in 2024.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, changes in stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2024, and the related notes.

This material weakness was considered in determining the nature, timing and extent of audit tests applied in our audit of the 2024 consolidated financial statements, and this report does not affect our report dated February 27, 2025, which expressed an unqualified opinion thereon.

In our opinion, Novavax, Inc.

(the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 26, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting in Item 9A.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

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and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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February 26, 2026

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NOVAVAX, INC.

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Selling, general, and administrative 157,479 337,185 468,946

Impairment of assets held for sale

Total expenses 670,684 931,093 1,550,216

Loss from operations ( 248,931 ) ( 566,511 ) ( 644,736 )

Income (loss) from operations

452,795 ( 248,931 ) ( 566,511 )

Other income (expense):

Interest expense ( 22,547 ) ( 20,075 ) ( 14,416 )

Loss on debt extinguishment

( 28,714 ) — —

Gain on disposition of Novavax CZ assets

Other income, net

40,633 40,442 37,896

Loss before income tax expense

Income (loss) before income tax expense

442,167 ( 176,615 ) ( 543,031 )

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( 1,865 ) ( 10,884 ) ( 2,031 )

Net loss $ ( 187,499 ) $ ( 545,062 ) $ ( 657,939 )

Net loss per share:

Basic and diluted $ ( 1.23 ) $ ( 5.41 ) $ ( 8.42 )

Net income (loss)

$ 440,302 $ ( 187,499 ) $ ( 545,062 )

Net income (loss) per share:

$ 2.72 $ ( 1.23 ) $ ( 5.41 )

$ 2.58 $ ( 1.23 ) $ ( 5.41 )

Weighted average number of common shares outstanding:

Basic and diluted 152,190 100,768 78,183

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

161,991 152,190 100,768

173,103 152,190 100,768

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(in thousands)

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2025 2024 2023

Net loss $ ( 187,499 ) $ ( 545,062 ) $ ( 657,939 )

Net income (loss)

$ 440,302 $ ( 187,499 ) $ ( 545,062 )

Other comprehensive income (loss):

Net unrealized gains on marketable securities available-for-sale, net of reclassifications

Net unrealized gains on marketable securities available-for-sale

Foreign currency translation adjustment 23,875 ( 25,321 ) 9,099

Other comprehensive income (loss) 24,569 ( 25,281 ) 9,099

Comprehensive loss $ ( 212,780 ) $ ( 535,963 ) $ ( 662,963 )

Comprehensive income (loss)

$ 464,871 $ ( 212,780 ) $ ( 535,963 )

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

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NOVAVAX, INC.

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Prepaid expenses and other current assets 26,815 78,164

Assets held for sale

Total current assets 978,276 1,128,942

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Right-of-use asset, net

22,897 161,585

Goodwill 113,462 107,478

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Other current liabilities 137,778 219,596

Liabilities held for sale 47,869 —

Total current liabilities 459,950 1,154,416

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Accumulated other comprehensive income (loss) 2,010 ( 22,559 )

( 22,559 ) 2,722

Total stockholders’ deficit ( 127,753 ) ( 623,841 )

( 623,841 ) ( 716,927 )

Total liabilities and stockholders’ deficit $ 1,176,512 $ 1,560,418

$ 1,560,418 $ 1,797,490

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

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NOVAVAX, INC.

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Stock-based compensation — — 85,850 — — — 85,850

Stock issued under incentive programs 701,005 7 4,912 — ( 5,558 ) — ( 639 )

Stock issued under incentive programs, net

902,742 9 1,758 — ( 1,608 ) — 159

Issuance of common stock, net of issuance costs of $ 6,171

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Stock-based compensation — — 48,152 — — — 48,152

Stock issued under incentive programs 902,742 9 1,758 — ( 1,608 ) — 159

Stock issued under incentive programs, net

2,343,187 23 4,869 — ( 3,587 ) — 1,305

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

19,093,397 191 256,218 — — — 256,409

Unrealized gain on marketable securities — — — — — 40 40

Foreign currency translation adjustment — — — — — ( 25,321 ) ( 25,321 )

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Stock-based compensation — — 36,015 — — — 36,015

Stock issued under incentive programs 2,343,187 23 4,869 — ( 3,587 ) — 1,305

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

Stock issued under incentive programs, net

3,027,096 31 2,338 — ( 7,167 ) — ( 4,798 )

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Foreign currency translation adjustment — — — — — 23,875 23,875

Net loss — — — ( 187,499 ) — — ( 187,499 )

— — — 440,302 — — 440,302

Balance at December 31, 2025 164,969,773 $ 1,650 $ 4,539,756 $ ( 4,568,148 ) $ ( 103,021 ) $ 2,010 $ ( 127,753 )

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

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NOVAVAX, INC.

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Operating Activities:

Net loss $ ( 187,499 ) $ ( 545,062 ) $ ( 657,939 )

Net income (loss)

$ 440,302 $ ( 187,499 ) $ ( 545,062 )

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

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Gain on disposition of Novavax CZ assets — ( 51,949 ) —

( 51,949 ) — —

Right-of-use assets expensed, net of credits received — 3,762 6,113

Non-cash stock-based compensation 48,152 85,357 130,300

Stock-based compensation

36,015 48,152 85,357

Provision for excess and obsolete inventory 1,945 20,970 72,197

Impairment of long-lived assets 4,132 10,081 —

Impairment of assets held for sale 97,845 — —

Impairment of other long-lived assets 4,880 4,132 10,081

Loss on debt extinguishment

Other items, net 5,756 ( 21,809 ) ( 7,042 )

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Net cash used in operating activities ( 244,635 ) ( 87,263 ) ( 713,967 )

( 87,263 ) ( 713,967 ) ( 415,937 )

Investing Activities:

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Internal-use software ( 828 ) ( 1,582 ) ( 5,035 )

Proceeds from Assets held for sale

Proceeds from disposition of Novavax CZ assets — 192,643 —

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Net cash used in investing activities ( 78,267 ) ( 204,038 ) ( 58,806 )

( 204,038 ) ( 58,806 ) ( 92,985 )

Financing Activities:

Net proceeds from sales of common stock — 263,272 360,243

Proceeds from issuance of 2027 Convertible notes — — 175,250

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

Payments of costs related to issuance of 2027 Convertible notes — — ( 3,591 )

Net proceeds from the exercise of stock-based awards 1,305 159 ( 639 )

Proceeds from the exercise of stock-based awards, net of tax withholding

( 4,798 ) 1,305 159

Repayment of 2023 Convertible notes — — ( 325,000 )

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Net decrease in cash, cash equivalents, and restricted cash ( 289,240 ) ( 38,518 ) ( 765,035 )

( 38,518 ) ( 765,035 ) ( 179,414 )

Cash, cash equivalents, and restricted cash at beginning of year 545,292 583,810 1,348,845

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Supplemental disclosure of non-cash activities:

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

$ 175,305 $ — $ —

Sale of common stock under the Sales Agreement not settled at year-end $ — $ — $ 6,862

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Cash paid for income taxes, net of refunds received $ 8,806 $ 949 $ 190

$ 949 $ 190 $ 17,980

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

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NOVAVAX, INC.

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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.

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

The Company’s corporate growth strategy is focused on delivering value through in-house early-stage research and development (“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 R&D assets early in the development process and for Matrix-M ™ adjuvant alone.

The Company’s three strategic priorities are:

focusing on its partnership with Sanofi Pasteur Inc.

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

In May 2024, Novavax entered into a Collaboration and License Agreement with Sanofi (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.

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 advance purchase agreement (“APA”) customers and strategic partners, including Takeda Pharmaceutical Company Limited (“Takeda”) and Serum Institute of India Pvt.

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.

Novavax’s prototype COVID-19 vaccine (“NVX-CoV2373,” or “prototype vaccine”), the Company’s XBB COVID-19 vaccine (“NVX-CoV2601”), and the Company’s JN.1 COVID-19 (“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 (e.g., “Novavax COVID-19 Vaccine, Adjuvanted”, “Novavax COVID-19, Adjuvanted (2023-2024 or 2024-2025 Formula),” respectively, for the U.S., and “Nuvaxovid™” for ex-U.S.

territories).

The Company’s partner, SII, markets Novavax’s COVID-19 vaccine as “Covovax™.”

Currently, the Company significantly depends on its supply agreement with SII and its subsidiary, Serum Life Sciences Limited (“SLS” and together with SII, “Serum”), for co-formulation, filling, and finishing.

(“Novavax,” and together with its wholly owned subsidiaries, the “Company”) tackles some of the world’s most pressing health challenges with its scientific expertise in vaccines and its proven technology platform, including its Matrix-M ™ adjuvant and protein-based nanoparticles.

The Company’s corporate growth strategy focuses on maximizing the impact of its cutting-edge technology by forging partnerships for its Matrix-M adjuvant and research and development (R&D) assets while maintaining a lean and focused operating model.

All references to “NuvaxovidTM” or “COVID-19 Vaccine” refer to the Company’s Nuvaxovid™ COVID-19 vaccine;

all references to "JN.1 COVID-19 Vaccine" refer to the Company’s NuvaxovidTM COVID-19 Vaccine for the 2025-2026 vaccination season.

Currently, the Company significantly depends on its supply agreement with Serum Institute of India Pvt.

(“SII”) and its subsidiary, Serum Life Sciences Limited (“SLS” and together with SII, “Serum”), for co-formulation, filling, and finishing of its COVID-19 Vaccine.

Note 2 – Summary of Significant Accounting Policies

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All intercompany accounts and transactions have been eliminated in consolidation.

Reclassifications

Certain amounts reported in prior periods have been reclassified to conform to current period financial statement presentation.

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

The Company reclassified $ 23.0 million and $ 16.5 million of revenue previously reported as License, royalties, and other revenue to Product sales for the years ended December 31, 2024 and December 31, 2023, respectively, related to adjuvant supply sales and other supply sales.

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

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern within one year after the date that the financial statements are issued and contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

The accompanying 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.

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As of December 31, 2024, the Company had $ 530.2 million in cash and cash equivalents, $ 392.9 million in marketable securities, and negative working capital of $ 25.5 million.

During the year ended December 31, 2024, the Company recognized net loss of $ 187.5 million, and had net cash flows used in operating activities of $ 87.3 million.

In accordance with Accounting Standards Codification (“ASC”) Topic 205-40, P resentation 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 consolidated financial statements are issued.

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern within one year after the date that the financial statements are issued and contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.

The 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 December 31, 2025, the Company had $ 240.6 million in cash and cash equivalents, $ 494.5 million in marketable securities, and working capital of $ 518.3 million.

During the year ended December 31, 2025, the Company recognized net income of $ 440.3 million and had net cash flows used in operating activities of $ 244.6 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 consolidated financial statements are issued.

Based on the Company’s current cash, cash equivalents, and marketable securities balances and the Company's current cash flow forecast for the one-year going concern look forward period, the Company has concluded that it expects to have sufficient capital available to fund its operations for the one-year period from the date that these financial statements are issued.

As of December 31, 2023, the Company had concluded that there was substantial doubt about its ability to continue as a going concern primarily due to significant uncertainty related to its ability to successfully develop, manufacture, distribute, and market its COVID-19 Vaccine and execute on certain cost-reduction initiatives (see Note 18).

The Sanofi CLA combined with proceeds from the disposition of assets held by Novavax CZ a.s.

(“CZ”) (see Note 19), cost reductions and the settlement of certain liabilities, alleviated the substantial doubt.

Use of Estimates

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles in the United States (“U.S.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

GAAP”) requires management to make estimates and assumptions that affect the reported amounts

of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period.

Actual results could differ materially from those estimates.

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The Company only recognizes revenue under the five-step model when it is probable that it will collect the consideration it is entitled to in exchange for the goods or services it transfers to its customer.

Product Sales - APAs

Product sales include sales associated with COVID-19 Vaccine supply agreements, sometimes referred to as APAs, with various international governments.

The Company recognizes revenue from product sales related to these APAs based on the transaction price per dose calculated in accordance with ASC 606 at the point in time when control of the product transfers to the customer and customer acceptance has occurred, unless such acceptance provisions are deemed perfunctory.

Product Sales - APAs and Supply Sales

Product sales include sales associated with COVID-19 Vaccine supply agreements, sometimes referred to as advanced purchase agreements (“APAs”), with various international governments and commercial sales of COVID-19 Vaccine, adjuvant sales, and sale of other materials to the Company’s partners.

The Company recognizes revenue from product sales related to these APAs and supply sales to the Company’s partners based on the transaction price per dose or other unit sold calculated in accordance with ASC 606 at the point in time when control of the product transfers to the customer and customer acceptance has occurred, unless such acceptance provisions are deemed perfunctory, or expiry of optional dose order quantities.

The APAs typically contain terms that include upfront payments, which are reflected in Deferred revenue.

The Company constrains the transaction price for APA’s until it is probable that a significant reversal in revenue recognized will not occur.

Specifically, if an APA includes a provision whereby the customer may request a discount, return, or refund, or includes a term that may have the effect of decreasing the price per dose of previously delivered shipments, revenue is constrained based on an estimate of the impact of the transaction price until it is probable that a significant reversal in revenue recognized will not occur.

Specifically, if an APA or partner supply agreement includes a provision whereby the customer may request a discount, return, or refund, or includes a term that may have the effect of decreasing the price per dose of previously delivered shipments, revenue is constrained based on an estimate of the impact of the transaction price until it is probable that a significant reversal in revenue recognized will not occur.

Product Sales - U.S.

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These estimates are based on the amounts earned or to be claimed for related sales and are classified as either reductions of gross accounts receivable or a current liability based on the nature of the estimate, the expected settlement method, and net position by individual customer.

Where appropriate, these estimates are based on factors such as industry data and forecasted customer buying and payment patterns, the Company’s

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experience, current contractual and statutory requirements, specific known market events, and trends.

Where appropriate, these estimates are based on factors such as industry data and forecasted customer buying and payment patterns, the Company’s experience, current contractual and statutory requirements, specific known market events, and trends.

Variable consideration is included in the transaction price only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved.

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The Company offers wholesale distributors and indirect customers the right to return expired doses.

Estimated returns for COVID-19 Vaccine are determined considering levels of inventory in the distribution channel, projected market demand, utilization data, returns claims received, and product shelf life.

Estimated returns for COVID-19 Vaccine are determined considering levels of inventory in the distribution channel,

projected market demand, utilization data, returns claims received, and product shelf life.

The estimated amount for product returns is deducted from gross product sales in the period the related product sales are recognized.

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The Company also has various arrangements that include a right for a customer to use the Company's intellectual property as a functional license, where the Company’s performance obligation is satisfied at the point in time at which the license is granted.

These licensing arrangements include sales-based royalties, certain development and commercial milestone payments, and the sale of proprietary Matrix-M TM adjuvant.

These licensing arrangements include sales-based royalties and certain development and commercial milestone payments.

Because certain development milestone payments are contingent on the achievement of milestones, such as regulatory approvals, that are not within the Company or licensee's control, the payments are not considered probable of being achieved and are excluded from the transaction price until the milestone is achieved, at which point the Company recognizes revenue.

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The Company develops assumptions that require judgment to determine the stand-alone selling price for each performance obligation in consideration of applicable market conditions and relevant entity-specific factors, including factors that were contemplated in negotiating the agreement with the customer.

Revenue Recognition, Licensing and Transition Services

The terms of the Company’s third-party licensing agreements may contain multiple performance obligations, including licenses and transition services.

Revenue Recognition, Licensing, Transition Services, and Technology Transfer

The terms of the Company’s third-party licensing agreements may contain multiple performance obligations, including licenses, transition services, and technology transfer.

The Company evaluates licensing agreements under ASC 606 to determine the distinct performance obligations.

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Amounts of variable consideration are included in the transaction price to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur and when the uncertainty associated with the variable consideration is subsequently resolved.

Total consideration may include nonrefundable upfront license fees, transition service fees, other payments based upon the achievement of specified milestones, and royalty payments based on product sales from licensed products.

For multiple performance obligation arrangements, the Company allocates the transaction price to each distinct performance obligation based on its relative stand-alone selling price.

The stand-alone selling price is generally determined for each performance obligation based on the prices charged to customers, discounted cash flows, or using expected cost-plus margin.

For stand-alone selling prices determined using discounted cash flows, the Company considers discounted, probability-

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weighted cash flows related to the performance obligation transferred.

Total consideration may include nonrefundable upfront license fees, transition service fees, technology transfer fees, other payments based upon the achievement of specified milestones, and royalty payments based on product sales from licensed products.

For multiple performance obligation arrangements, the Company allocates the transaction price to each distinct performance obligation based on its SSP.

The SSP is generally determined for each performance obligation based on the prices charged to customers, discounted cash flows, or using expected cost-plus margin.

For stand-alone selling prices determined using discounted cash flows, the Company considers discounted, probability-weighted cash flows related to the performance obligation transferred.

In developing such estimates, the Company applies judgment in determining the forecasted revenue, expected margins, and the discount rate.

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Changes in estimates related to the process are recognized in the period when such changes are made on a cumulative catch-up basis.

Grant revenue includes revenue from government contracts.

The Company performs research and development under government funding, grant, license, and clinical development agreements.

The revenue primarily consists of funding under U.S.

Grant revenue included revenue from government contracts.

The Company performed research and development under government funding, grant, license, and clinical development agreements.

The revenue primarily consisted of funding under U.S.

government contracts to advance the clinical development and manufacturing of COVID-19 Vaccine.

government contracts, the Company is entitled to receive funding on a cost-reimbursable or cost-reimbursable-plus-fixed-fee basis, to support certain activities related to the development, manufacture, and delivery of COVID-19 Vaccine to the U.S.

government contracts, the Company was entitled to receive funding on a cost-reimbursable or cost-reimbursable-plus-fixed-fee basis, to support certain activities related to the development, manufacture, and delivery of

COVID-19 Vaccine to the U.S.

The Company analyzed these contracts and determined that they are within the scope of ASC 606.

The obligations under each of the contracts are not distinct in the context of the contract as they are highly interdependent or interrelated and, as such, they are accounted for as a single performance obligation.

The transaction price under these arrangements is the consideration the Company is expecting to receive and consists of the funded contract amount and the unfunded variable amount to the extent that it is probable that a significant reversal of revenue will not occur.

The Company recognizes revenue for these contracts over time as the Company transfers control over the goods and services and satisfies the performance obligation.

The Company measures progress toward satisfaction of the performance obligation using an Estimate-at-Completion (“EAC”) process, which is a cost-based input method that reviews and monitors the progress towards the completion of the Company’s performance obligation.

Under this process, management considers the costs that have been incurred to-date, as well as projections to completion using various inputs and assumptions, including, but not limited to, progress towards completion, labor costs and level of effort, material and subcontractor costs, indirect administrative costs, and other identified risks.

Estimating the total allowable cost at completion of the performance obligation under a contract is subjective and requires the Company to make assumptions about future activity and cost drivers.

Changes in these estimates can occur for a variety of reasons and, if significant, may impact the timing of revenue and fee recognition on the Company’s contracts.

Allowable contract costs include direct costs incurred on the contract and indirect costs that are applied in the form of rates to the direct costs.

Progress billings under the contracts are initially based on provisional indirect billing rates, agreed upon between the Company and the U.S.

These indirect rates are subject to review on an annual basis.

The obligations under each of the contracts was not distinct in the context of the contract as they were highly interdependent or interrelated and, as such, they were accounted for as a single performance obligation.

The transaction price under these arrangements was the consideration the Company expected to receive and consisted of the funded contract amount and the unfunded variable amount to the extent that it was probable that a significant reversal of revenue would not occur.

The Company recognized revenue for these contracts over time as the Company transferred control over the goods and services and satisfied the performance obligation.

The Company measured progress toward satisfaction of the performance obligation using an Estimate-at-Completion (“EAC”) process, which is a cost-based input method that reviews and monitors the progress towards the completion of the Company’s performance obligation.

Under this process, management considered the costs that had been incurred to-date, as well as projections to completion using various inputs and assumptions, including, but not limited to, progress towards completion, labor costs and level of effort, material and subcontractor costs, indirect administrative costs, and other identified risks.

Estimating the total allowable cost at completion of the performance obligation under a contract is subjective and required the Company to make assumptions about future activity and cost drivers.

Allowable contract costs included direct costs incurred on the contract and indirect costs that were applied in the form of rates to the direct costs.

Progress billings under the contracts were initially based on provisional indirect billing rates, agreed upon between the Company and the U.S.

These indirect rates were subject to review on an annual basis.

The Company records the impact of changes in the indirect billing rates in the period when such changes are identified.

These changes reflect the difference between actual indirect costs incurred compared to the estimated amounts used to determine the provisional indirect billing rates agreed upon with the U.S.

The Company recognizes revenue on the U.S.

The Company recognized revenue on the U.S.

government contracts based on reimbursable allowable contract costs incurred in the period up to the transaction price.

For cost-reimbursable-plus-fixed-fee contracts, the Company recognizes the fixed-fee based on the proportion of reimbursable contract costs incurred to total estimated allowable contract costs expected to be incurred on completion of the underlying performance obligation as determined under the EAC process.

For cost-reimbursable-plus-fixed-fee contracts, the Company recognized the fixed-fee based on the proportion of reimbursable contract costs incurred to total estimated allowable contract costs expected to be incurred on completion of the underlying performance obligation as determined under the EAC process.

The Company recognizes changes in estimates related to the EAC process in the period when such changes are made on a cumulative catch-up basis.

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Cost of sales does not include certain expenses related to raw materials, production, and manufacturing overhead costs that were expensed prior to regulatory authorization as described under the caption “Inventory.”

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Research and Development Expenses

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Advertising costs are expensed as incurred.

The Company had advertising costs of $ 33.7 million, $ 91.5 million and $ 84.0 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company had advertising costs of $ 1.9 million, $ 33.7 million, and $ 91.5 million and during the years ended December 31, 2025, 2024 and 2023, respectively.

Stock-Based Compensation

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The Company invests its excess cash balances in marketable debt securities with readily determinable fair values that can be converted to cash to fund operations, as required.

Investments with maturities greater than three months from the date of purchase are recognized in Current assets and are classified as “available-for-sale”.

Investments with maturities greater than three months from the date of purchase are recorded in Current assets and are classified as “available-for-sale.”

Available-for-sale securities are measured at fair value in the consolidated balance sheets.

Marketable securities are evaluated for impairment considering multiple factors including whether a decline in value below the amortized cost basis is due to credit-related factors.

Management reviews criteria, such as the magnitude and duration of the decline, as well as the

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Company’s ability to hold the securities, including whether the Company will be required to sell a security prior to recovery of its amortized cost basis, the investment issuer’s financial condition and business outlook.

A credit-related impairment is recognized as an allowance against the value of the investment on the balance sheet with a corresponding adjustment to Other income (expense) in the consolidated statements of operations.

Unrealized gains and noncredit-related losses on marketable securities are reported as a separate component of stockholders’ equity (deficit) until realized.

Interest and dividend income is recorded when earned and included in other income in the consolidated statements of operations.

Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in other income in the consolidated statements of operations.

Management reviews criteria, such as the magnitude and duration of the decline, as well as the Company’s ability to hold the securities, including whether the Company will be required to sell a security prior to recovery of its amortized cost basis, the investment issuer’s financial condition and business outlook.

A credit-related impairment is recognized as an allowance against the value of the investment on the balance sheet with a corresponding adjustment to Other income, net in the consolidated statements of operations.

Unrealized gains and noncredit-related losses on marketable securities are reported as a separate component of stockholders’ deficit until realized.

Interest and dividend income is recorded when earned and included in Other income, net in the consolidated statements of operations.

Premiums and discounts, if any, on marketable securities are amortized or accreted to maturity and included in Other income, net in the consolidated statements of operations.

The specific identification method is used in computing realized gains and losses on the sale of the Company’s marketable securities.

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ASC 820 discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost).

The statement utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

ASC 820 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.

The following is a brief description of those three levels:

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The Company's accounts receivable arise from revenue arrangements with customers.

The Company's revenue is primarily due to product sales, grants made by government-sponsored organizations, and royalties from its collaboration and

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license partners.

The Company's revenue is primarily due to product sales;

royalties, milestones, license fees, and reimbursements from its collaboration and license partners;

and grants made by government-sponsored organizations.

The following customers accounted for more than 10% of total revenue or accounts receivable for the periods presented:

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2025 2024 2023 2025 2024

Sanofi 36 % 68 % * 76 % 46 %

European Commission * 13 % 27 % * *

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Government of Canada 51 % * * * *

Sanofi 68 % * * 46 % *

Serum Institute of India * * * 14 % 11 %

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Cardinal Health

* 43 % 19 % * *

Government (1)

*Amounts represent less than 10%

(1) Including the USG Agreement (as defined in Note 3) and the U.S.

Department of Defense.

(1) Including the USG Agreement (as defined in Note 3).

The Company currently depends significantly on one supplier, SII and its subsidiary, SLS, for co-formulation, filling, and finishing of COVID-19 Vaccine.

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Subsequent to initial regulatory authorization for a product candidate, the Company capitalizes the costs of production for a particular supply chain as inventory when the Company determines that it has a present right to the economic benefit associated with the product.

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Property and Equipment

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The estimated useful lives of property and equipment are described below:

Buildings 25 years

Machinery and equipment 5 - 7 years

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Lease Accounting

The Company enters into manufacturing supply agreements with CMOs and CDMOs to manufacture its vaccine candidates.

Certain of these manufacturing supply agreements include the use of identified manufacturing facilities and equipment that are controlled by the Company and for which the Company obtains substantially all the output and may qualify as an embedded lease.

The Company treats manufacturing supply agreements that contain an embedded lease as lease arrangements in their entirety.

The evaluation of leases that are embedded in the Company’s CMO and CDMO agreements is complex and requires judgment in determining whether the contract, either explicitly or implicitly, is for the use of an identified asset and the Company has the right to direct the use of, and obtain substantially all of the benefit from, the identified asset, which generally is the use of a portion of the manufacturing facility of the CMO or CDMO, the term of the lease, and the fixed lease payments under the contract.

Depending on the contract, the lease commencement date, defined as the date on which the lessor makes the underlying asset available for use by the lessee and on which the Company is required to accrue lease expenses, may be different than the inception date of the contract.

The Company determines the non-cancellable lease term of its embedded leases based on the impact of certain expected milestones on its option to terminate the lease where it is reasonably certain to not exercise that option.

The Company evaluates changes to the terms and conditions of a lease contract to determine if they result in a new lease or a modification of an existing lease.

For lease modifications, the Company remeasures and reallocates the remaining consideration in the contract and reassesses the lease classification at the effective date of the modification.

Leases are classified as either operating or finance leases based on the economic substance of the agreement.

The Company also enters into non-cancelable lease agreements for facilities and certain equipment.

For leases that have a lease term of more than 12 months at the lease commencement date, the Company recognizes lease liabilities, which represent the Company’s obligation to make lease payments arising from the lease, and corresponding right-of-use (“ROU”) assets, which represent the right to use an underlying asset for the lease term, based on the present value of the fixed future payments over the lease term.

The Company calculates the present value of future payments using the discount rate implicit in the lease, if available, or the Company’s incremental borrowing rate.

For all leases that have a lease term of 12 months or less at the commencement date (referred to as “short-term” leases), the Company has elected to apply the practical expedient in ASC Topic 842, Leases (“ASC 842”), to not recognize a lease liability or ROU asset but, instead, recognize lease payments as an expense on a straight-line basis over the lease term and variable lease payments that do not depend on an index or rate as an expense in the period in which the variable lease costs are incurred based on performance or usage in accordance with contractual agreements.

In determining the lease period, the Company evaluates facts and circumstances that could affect the period over which it is reasonably certain to use the underlying asset while taking into consideration the non-cancelable period over which it has the right to use the underlying asset and any option period to extend or terminate the lease if it is reasonably certain to exercise the option.

The Company re-evaluates short-term leases that are modified and if they no longer meet the requirements to be treated as a short-term lease, recognizes and measures the lease liability and ROU asset as if the date of the modification is the lease commencement date.

For short-term leases that are modified and continue to meet the requirements to be treated as a short-term lease, the Company remeasures the fixed lease payments under the modified lease and recognize lease payments as an expense on a straight-line basis over the modified lease term.

The Company enters into non‑cancelable lease agreements for facilities and certain equipment.

For leases with a term greater than 12 months at the commencement date, the Company recognizes right‑of‑use (“ROU”) assets and corresponding lease liabilities based on the present value of fixed future lease payments over the lease term.

The Company determines the present value of future payments using the discount rate implicit in the lease, if readily determinable, or the Company’s incremental borrowing rate.

For operating leases, the Company recognizes lease expense related to fixed payments on a straight-line basis from the lease commencement date through the end of the lease term and lease expense related to variable payments as incurred based on performance or usage in accordance with the contractual agreements.

For finance leases, the Company recognizes the amortization of the ROU asset over the shorter of the lease term or useful life of the underlying asset.

The Company expenses

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ROU assets acquired for research and development activities under ASC Topic 730, Research and Development , if they do not have an alternative future use, in research and development projects or otherwise.

The Company uses assumptions and judgment in evaluating its lease contracts and other agreements under ASC 842, including the determination of whether an agreement is or contains a lease;

The Company expenses ROU assets acquired for research and development activities under ASC Topic 730, Research and Development , if they do not have an alternative future use, in research and development projects or otherwise.

The Company uses assumptions and judgment in evaluating its lease contracts and other agreements under ASC Topic 842, Leases (“ASC 842”),, including the determination of whether an agreement is or contains a lease;

whether a change in the terms and conditions of a lease contract represent a new or modified lease;

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the discount rate used to determine the present value of lease obligations;

the term of a lease embedded in its manufacturing supply agreements;

and the Company’s incremental borrowing rate, which is determined using estimates such as the estimated value of the underlying leased asset and financial profile of comparable companies.

Impairment of Long-Lived Assets

Long-lived assets, including property and equipment, internal-use software, and ROU assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable based on the criteria for accounting for the impairment or disposal of long-lived assets under ASC Topic 360, Property, Plant and Equipment.

If such events or changes in circumstances occur, the Company assesses the recoverability of the long-lived assets (or asset group) by comparing their projected future undiscounted net cash flows over their remaining lives against their respective carrying amounts.

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The Company recognizes restructuring charges when such costs are incurred.

The Company’s restructuring charges consist of employee severance and other termination benefits related to the reduction of its workforce, the consolidation of facilities and infrastructure and other costs.

The Company’s restructuring charges consist of employee severance and other termination benefits related to the reduction of its workforce, as well as other costs related to the consolidation of facilities and infrastructure.

Termination benefits are expensed on the date the company notifies the employee, unless the employee must provide future service, in which case the benefits are expensed ratably over the future service period.

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

See Note 18 for additional information on the severance and employee benefit costs for terminated employees and impairment of long-lived assets in connection with the Company’s global restructuring and cost reduction plan (“Restructuring Plan”) announced in May 2023.

Facility consolidation activities may include lease termination and related costs.

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, the disposal group is classified as held for sale.

Upon classification, the disposal group is measured at the lower of its carrying amount or fair value less cost to sell, depreciation and amortization cease on included long‑lived assets (including ROU assets), and any resulting impairment loss is recognized immediately within Impairment of assets held for sale in the consolidated statements of operations.

Any subsequent decreases in fair value less costs to sell are recognized in the period of change;

subsequent increases are recognized not in excess of previously recognized losses.

The assets and any associated liabilities are presented separately as current assets and current liabilities on the consolidated balance sheets, if the Company expects to divest the disposal group within 12 months.

Goodwill is subject to impairment tests annually or more frequently should indicators of impairment arise.

The Company has determined that, because its only business is 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, it operates as a single operating segment and has one reporting unit.

The Company has determined that because its only business is an in-house early-stage R&D business 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, it operates as a single operating segment and has one reporting unit.

The one-step impairment test, which requires a comparison of the fair value of a reporting unit to its carrying value, including goodwill, is required to be applied to all reporting units including reporting units with zero or negative carrying value.

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A valuation allowance is established when necessary to reduce net deferred tax assets to the amount expected to be realized.

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The Global Intangible Low-Taxed Income (“GILTI”) provisions under the Tax Cuts and Jobs Act of 2017 impose U.S.

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(1) the more-likely-than-not recognition threshold is satisfied;

(2) the position is ultimately settled through negotiation or litigation;

(2) the position is ultimately settled

through negotiation or litigation;

or (3) the statute of limitations for the taxing authority to examine and challenge the position has expired.

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The Company is currently subject to examination in all open tax years.

Net Loss per Share

Basic net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding for the period and excludes the effects of any potentially dilutive securities.

Diluted net loss per share is computed using the treasury stock method by dividing net loss by the weighted-average number of common shares outstanding after giving consideration to the dilutive effect of certain securities outstanding during the period.

As of December 31, 2024, the Company's 2027 Notes (see Note 11) would have been convertible into approximately 14 million shares of the Company's common stock assuming the common stock price is equal to or greater than $ 12.50 .

These shares, after giving effect to the add back of interest expense and unamortized discounts and debt issuance costs on the Notes are excluded from the computation, as their effect is antidilutive under the if-converted method.

In addition, all stock options, SARs, and unvested RSUs are excluded from the computation as their effect is antidilutive.

Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding for the period and excludes the effects of any potentially dilutive securities.

Diluted net income per share (“Diluted EPS”) reflects the potential dilution from common stock equivalents and is computed using (i) the treasury stock method for stock options, SARs, and RSUs, and (ii) the if‑converted method for the Company’s convertible notes, in each case to the extent the effect is dilutive.

When the Company issues new convertible notes and repays or otherwise extinguishes existing convertible notes in the same period, the retired notes are reflected in Diluted EPS, if dilutive, from the beginning of the period up to the repayment/extinguishment date and the new notes are reflected, if dilutive, from the issuance date through period‑end, each on a weighted‑average basis using the if‑converted method.

Any gain or loss recognized upon extinguishment is reflected in net income for the period and included in the Diluted EPS numerator consistent with the income statement presentation, if the impact is dilutive.

As of December 31, 2025, the Company's 2031 Notes and the remaining portion of 2027 Notes (see Note 12) would have been convertible into approximately 22 million shares of the Company's common stock assuming the initial conversion price specified in their respective indentures.

These shares, along with the related add‑back of interest expense, and amortization of discounts and debt issuance costs on the Notes, are included in Diluted EPS when their effect is dilutive and are excluded when their effect is antidilutive under the if‑converted method.

For periods in which the Company reports a net loss, stock options, SARs, RSUs, and convertible notes are considered antidilutive and are excluded from diluted net income per share.

Foreign Currency

The accompanying consolidated financial statements are presented in U.S.

The consolidated financial statements are presented in U.S.

The functional currency of the Company’s international subsidiaries is generally the local currency.

The financial statements of international subsidiaries are translated to U.S.

dollars using the exchange rate in effect at the consolidated balance sheet date for assets and liabilities, historical rates for equity accounts, and average exchange rates for the consolidated statement of operations.

dollars using the exchange rate in effect at the consolidated balance sheet dates for assets and liabilities, historical rates for equity accounts, and average exchange rates for the consolidated statements of operations.

Cash flows from operations are translated at the average exchange rate in effect for the period, while cash flows from investing and financing activities are translated at the exchange rate in effect at the date of the underlying transaction.

Translation gains and losses are recognized as a component of accumulated other comprehensive income (loss) in the accompanying consolidated balance sheets.

The foreign currency translation adjustment balance included in accumulated other comprehensive income (loss) was $ 22.6 million of losses and $ 2.7 million of gains at December 31, 2024 and 2023, respectively.

The aggregate foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency were $ 4.4 million of losses, $ 7.9 million of gains, and $ 2.5 million of losses for the years ended December 31, 2024, 2023, and 2022, respectively, which are reflected in Other income (expense).

Translation gains and losses are recognized as a component of accumulated other comprehensive income (loss) in the consolidated balance sheets.

The foreign currency translation adjustment balance included in accumulated other comprehensive income (loss) was $ 2.0 million of income and $ 22.6 million of loss at December 31, 2025 and 2024, respectively.

The aggregate foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency were $ 16.7 million of losses, $ 4.4 million of losses, $ 7.9 million of gains for the years ended December 31, 2025, 2024, and 2023, respectively, which are reflected in Other income (expense), net.

Segment Information

The Company manages its business as one 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 manages its business as one operating segment, an in-house early-stage R&D business 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.

Accordingly, it does not have separately reportable segments as defined by ASC Topic 280, Segment Reporting (“ASC 280”).

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Not Yet Adopted

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the

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requirements in the FASB ASC with the SEC's regulations.

In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update 2023-06, Disclosure Improvements:

Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative

(“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 Update is the effective date that the SEC removes the disclosure requirement from its regulations.

The Company is currently evaluating ASU 2023-06, however, as the ASU codifies SEC regulations, the Company does not anticipate that its implementation will have a material effect on the Company's consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

The standard enhances transparency in income tax disclosures by requiring, on an annual basis, certain disaggregated information about a reporting entity’s effective tax rate reconciliation and income taxes paid.

The ASU also requires disaggregated disclosure related to pre-tax income (or loss) and income tax expense (or benefit) and eliminates certain disclosures related to the balance of an entity’s unrecognized tax benefit and the cumulative amount of certain temporary differences.

The ASU is effective for the Company beginning on January 1, 2025.

The Company is completing its evaluation of the impact of ASU 2023-09 on its disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”).

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

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), with amendments in 2018, 2019, 2020, and 2022.

The ASU sets forth a “current expected credit loss” model that requires companies to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts.

ASU 2016-13 applies to financial instruments that are not measured at fair value, including receivables that result from revenue transactions.

The Company adopted ASU 2020-06 on January 1, 2023, using a modified retrospective approach, and it did not have a material impact on the Company’s consolidated financial statements.

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 December 2025, the FASB issued ASU 2025-11, Interim Reporting:

Narrow-Scope Improvements (“ASU 2025-11”).

The ASU is intended to improve the navigability of the guidance in ASC 270, Interim Reporting, and clarify when it applies.

The amendments in this Update clarify interim disclosure requirements and the applicability of Topic 270.

The ASU also includes a disclosure principle that requires entities to disclose events since the end of the last annual reporting period that have a material impact on the entity.

The ASU is required to be adopted for interim periods within annual reporting periods beginning after December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact of adoption on the financial disclosures.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

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The ASU is effective for the Company’s annual period ended December 31, 2024 and interim periods thereafter and has been adopted by the Company (see Note 21).

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”).

The ASU is effective for the Company beginning on January 1, 2025 and has been prospectively adopted by the Company (see Note 17).

Note 3 – Revenue

The Company's accounts receivable, net, included $ 102.9 million and $ 286.4 million related to amounts that were billed to customers and $ 5.4 million and $ 10.8 million related to amounts which had not yet been billed to customers as of

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December 31, 2024 and 2023, respectively.

During the years ended December 31, 2024 and 2023, 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, net, included $ 95.6 million and $ 102.9 million related to amounts that were billed to customers and $ 10.8 million and $ 5.4 million related to amounts which had not yet been billed to customers as of December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025 and 2024, changes in the Company's

accounts receivables and deferred revenue balances and during the years ended December 31, 2025, 2024, and 2023, changes in the Company’s allowance for credit losses were as follows (in thousands):

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

9 unchanged sentences

( 7,675 ) — — ( 7,675 )

Year ended December 31, 2023 ( 13,835 ) — 6,160 ( 7,675 )

Deferred revenue:

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863,521 411,659 ( 153,294 ) 1,121,886

(1) There was no allowances for credit losses recorded in 2024.

(1) There was no allowance for credit losses recorded during the year ended December 31, 2025 or 2024.

In 2023, there was a $ 6.2 million reversal of a credit loss allowance due to the collection of a previously recognized allowance for credit losses.

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

In 2024, deductions from Deferred revenue included $ 91.8 million that was realized in Revenue and $ 61.5 million that was reclassified to Other current liabilities.

In 2023, deductions from Deferred revenue included $ 151.1 million that was realized in Revenue and $ 112.5 million related to the Amended and Restated UK Supply Agreement, that was reclassified to Other current liabilities.

In 2024, additions included a $ 225 million reclassification of an upfront payment from Other current liabilities to Deferred revenue related to the settlement with Gavi as discussed below.

As of December 31, 2024, 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 $ 1.3 billion, of which $ 1.1 billion was 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 under the Company’s APAs 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 or result in the reversal of previously recognized revenue.

During the year ended December 31, 2025, deductions include $ 555.7 million related to the Canada APA termination, discussed below.

During the year ended December 31, 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 December 31, 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 is 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 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 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 APAs will depend on the timing of product manufacturing, receipt of marketing authorizations for additional indications, delivery of doses based on customer demand, and the ability of the customer to request the Company’s most recently updated vaccine under certain of the Company’s APAs.

The timing to fulfill performance obligations related to the 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.

Under an APA with Gavi, the Vaccine Alliance (“Gavi”), entered into in May 2021 (the “Gavi APA”), the Company received upfront payments of $ 700 million from Gavi (the “Advance Payment Amount”) to be applied against purchases of the Company’s prototype vaccine by certain countries participating in the COVAX Facility.

As of December 31, 2023, the remaining Gavi Advance Payment Amount was $ 696.4 million.

In February 2024, the Company entered into a Termination and Settlement Agreement with Gavi (the “Gavi Settlement Agreement”) terminating the Gavi APA, settling the arbitration proceedings, and releasing both parties of all claims arising from, under, or otherwise in connection with the Gavi APA.

In February 2024, the claims and counterclaims were dismissed with prejudice.

Pursuant to the Gavi Settlement Agreement, the Company is responsible for payment to Gavi of (i) an initial settlement payment of $ 75 million, which the Company paid in February 2024, and (ii) deferred payments, in equal annual amounts of $ 80 million payable each calendar year through a deferred payment term ending December 31, 2028.

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.

The deferred payments are due in variable quarterly installments and total $ 400 million during the deferred payment term.

Such deferred payments may be reduced through Gavi’s use of an annual vaccine credit equivalent to the unpaid balance of such deferred payments each year, which may be applied to qualifying sales

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of any of the Company’s vaccines for supply to certain low-income and lower-middle income countries.

Such deferred payments may be reduced through Gavi’s use of an annual vaccine credit equivalent to the unpaid balance of such deferred payments each year, which may be applied to qualifying sales of any of the Company’s vaccines for supply to certain low-income and lower-middle income countries.

The Company has the right to price the vaccines offered to such low-income and lower-middle income countries in its discretion, and, when utilized by Gavi, the Company will credit the actual price per vaccine paid against the applicable credit.

The Company intends to price vaccines offered via the tender process, consistent with its shared goal with Gavi to provide equitable access to those countries.

Also, pursuant to the Gavi Settlement Agreement, the Company granted Gavi an additional credit of up to $ 225 million that may be applied against qualifying sales of any of the Company’s vaccines for supply to such low-income and lower-middle income countries that exceed the $ 80 million deferred payment amount in any calendar year during the deferred payment term.

Also, pursuant to the Gavi Settlement Agreement, the Company granted Gavi an additional credit of up to $ 225 million that may be applied against qualifying sales of any of the Company’s vaccines

for supply to such low-income and lower-middle income countries that exceed the $ 80 million deferred payment amount in any calendar year during the deferred payment term.

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.

The Company recorded the $ 3.6 million difference between the refund liability recorded as of December 31, 2023 of $ 696.4 million and the $ 700 million of total consideration under the arrangement as a reduction to revenue during the year ended December 31, 2024.

As of December 31, 2024, 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, $ 85.0 million in Other current liabilities, and $ 275.0 million in Other non-current liabilities.

As of December 31, 2025, the remaining amounts included on the Company’s consolidated balance sheet were $ 225.0 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 $ 195.0 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 4), which will continue for the deferred payment term of the Gavi Settlement Agreement.

Product Revenue

Product revenue by the Company’s customer’s geographic location was as follows (in thousands):

During the year ended December 31, 2025, 2024, and 2023, the categories of Product sales were as follows (in thousands):

Year Ended December 31,

2025 2024 2023

North America

Product sales

Nuvaxovid sales (1)

$ 625,182 $ 190,212 $ 531,389

Europe 93,270 268,361 823,542

Rest of the world

Supply sales (2)

59,859 22,990 16,500

Total product revenue $ 190,212 $ 531,389 $ 1,554,961

Product sales in the U.S.

are primarily made through large pharmaceutical wholesale distributors at the WAC.

Product sales in the U.S.

are recorded net of gross-to-net deductions, as described in Note 2.

Total Product sales

$ 685,041 $ 213,202 $ 547,889

(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.

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

During the years ended December 31, 2025 and 2024, changes in the Company’s gross-to-net deductions balances were as follows (in thousands):

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Balance as of December 31, 2025

Wholesale Distributor Fees, Discounts, and Chargebacks

Product Returns

Balance as of December 31, 2023 $ 21,072 $ 84,616 $ 105,688

Amounts charged against Product sales (1)

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Credits/deductions

( 105,731 ) ( 88,196 ) ( 193,927 )

Balance as of December 31, 2024

(1) Amounts charged against product sales include changes in estimates of $ 14.4 million of net adjustments made to prior period product sales, including adjustments of $ 17.7 million due primarily to previously estimated product returns, which are no longer eligible for customer credits and therefore were recognized in product revenue during the year ended December 31, 2024, offset by increases to other gross-to-net deductions.

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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.

As of December 31, 2023, $ 103.1 million of gross-to-net deductions were included in Accrued expenses and $ 2.6 million were included in and reduced Accounts receivable on the consolidated balance sheet.

$ 21,136 $ 116,697 $ 137,833

(1) For the year December 31, 2025 and 2024, amounts charged against Product sales include $ 4.0 million and $ 14.4 million of adjustments made to prior period Product sales due primarily to changes in the estimate of product returns.

As of December 31, 2025, there were no gross-to-net deductions remaining 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”).

In December 2024, the Company entered into an amendment to the Australia APA with Australia.

Pursuant to the amendment, the Company acknowledged the cancellation by Australia of the delivery of certain doses of COVID-19 Vaccine scheduled for delivery between the fourth quarter of 2023 and the fourth quarter of 2025 and the parties agreed to credit approximately $ 31 million of the advanced payment paid by Australia against outstanding invoices and invoices for the future delivery of approximately 3 million doses of COVID-19 Vaccine without requiring additional cash payments.

The parties also agreed to an updated delivery schedule providing for the potential delivery of COVID-19 Vaccine or future variant COVID-19 Vaccine through the end of 2029.

The amendment further provides for certain remedies for Australia, including return of unused credit, cancellation of doses, or termination of the APA, in the event the Company misses or under delivers doses to Australia or fails to receive regulatory approval of a variant COVID-19 vaccine.

The amendment also provides Australia with the right to cancel doses if the Company fails to timely notify Australia of changes to its commercialization plans.

As of December 31, 2024, $ 15.6 million was classified as current Deferred revenue and $ 118.2 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.

The Company has 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”).

The Canadian government may terminate the Canada APA, as amended, as the Company failed to receive regulatory approval for its COVID-19 Vaccine using bulk antigen produced at Biologics Manufacturing Centre (“BMC”) Inc.

on or before December 31, 2024.

Therefore, the Company is in discussions with Canada regarding a potential amendment to the Canada APA to address possible alternatives, which may not be achievable on acceptable terms or at all.

As of December 31, 2024, $ 555.7 million was classified as current Deferred revenue with respect to the Canada APA in the Company’s consolidated balance sheet.

If the Canadian government terminates the Canada APA, $ 28.0 million of advanced payments previously received would become refundable, which was classified as Other current liabilities in the Company’s consolidated balance sheet, and approximately $ 224 million of contract proceeds related to future deliverables would no longer be available.

In November 2024, the Company and Secretary of State for Business, Energy and Industrial Strategy (as assigned to the UK Health Security Agency), acting on behalf of the government of the United Kingdom of Great Britain and Northern Ireland (the “Authority”) entered into a Termination and Settlement Agreement (the “Settlement Agreement”) and a Letter of Amendment to the Settlement Agreement (the “Settlement Agreement Amendment”), relating to the Amended and Restated SARS-CoV-2 Vaccine Supply Agreement (the “Amended and Restated UK Supply Agreement”) and the SARS-CoV-2 Vaccine Supply Agreement, dated October 22, 2020 (the “Original UK Supply Agreement”).

The Settlement Agreement resolved the disputes regarding the Amended and Restated Supply Agreement and released both parties of all claims arising out of or connected with the Amended and Restated Supply Agreement.

Under the terms of the Settlement Agreement and Settlement Agreement Amendment, the Company and the Authority agreed to terminate the Amended and Restated Supply Agreement and to fully settle the outstanding amount under dispute related to upfront payments of $ 112.5 million previously received by the Company from the Authority under the Amended and Restated Supply Agreement.

Pursuant to the Settlement Agreement, the Company agreed to pay a refund of $ 123.8 million (the “Settlement Payment”) to the Authority in equal quarterly installments of $ 10.3 million over a three year period, ending in June 2027.

The Settlement Payment amount includes an $ 11.3 million provision for interest over the period and may be avoided if the Company chooses to accelerate payments.

As of December 31, 2024, the remaining upfront payment previously received from the authority is classified as $ 36.4 million of Other current liabilities and $ 58.8 million of Other non-current liabilities on the Company’s consolidated balance sheet.

The Company has an APA with the Pharmaceutical Management Agency (“Pharmac”), a New Zealand Crown, entity for the purchase of doses of COVID-19 Vaccine (the “New Zealand APA”).

In July 2024, Pharmac provided notice of its termination of its APA.

Pharmac has requested a refund of certain advanced payments, and the Company is in discussion with Pharmac regarding whether a refund of the advanced payments is appropriate under the New Zealand APA.

As of December 31, 2024 , $ 31.3 million was classified as Other current liabilities with respect to the New Zealand APA in the

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Company’s consolidated balance sheet.

Approximately $ 125 million of the contract value related to future deliverables may no longer be available if the New Zealand APA is terminated.

The Company responded to Pharmac in September 2024 indicating it does not believe Pharmac has the right to unilaterally terminate the contract or receive a refund of any part of the remaining upfront payment.

The Company is in ongoing discussions with Pharmac to resolve this matter, which may not be achievable on acceptable terms or at all.

In December 2024, the Company entered into an amendment to the Australia APA pursuant to which, among other things, the Company acknowledged the cancellation by Australia of the delivery of certain doses of the Company’s COVID-19 Vaccine scheduled for delivery between the fourth quarter of 2023 and the fourth quarter of 2025 and the Company agreed to credit approximately $ 31 million of the advanced payment paid by Australia to the Company against outstanding invoices and invoices for the future delivery of approximately three million doses of COVID-19 Vaccine without requiring additional cash payments.

In addition, the amendment provides for certain remedies for Australia, including return of unused credit, cancellation of doses, or termination of the Australia APA, in the event the Company is unable to gain regulatory approval of a variant COVID-19 Vaccine or supply doses per the terms of the agreement Specifically, Australia did not take delivery of doses that were due to be delivered in 2025 and may seek to cancel the future delivery of the 2025 as well as 2026 doses.

If the Company is unable to provide doses per the supply schedule as amended, after six months, Australia may seek to terminate the APA.

The amendment also provides Australia with the right to cancel doses if the Company fails to timely notify Australia of changes to the Company’s commercialization plans.

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.

As of December 31, 2025, $ 48.4 million was classified as current Deferred revenue and $ 85.4 million was classified as non-current Deferred revenue with respect to the Australia APA on the consolidated balance sheet, which will be recognized in product revenue as doses are delivered to Australia.

In the third quarter of 2025, the Company withdrew its application for its COVID-19 Vaccine based on recommendations made by the TGA.

The parties are in ongoing discussions and have agreed to a meeting to discuss outstanding issues and obligations under the APA.

In light of these developments, the Company may seek to further amend the Australian APA, which amendment may not be achievable on acceptable terms or at all.

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”).

In March 2025, the Company received a communication (the “Notice”) terminating, with immediate effect, the Canada APA on the basis of the Company not receiving regulatory approval for its COVID-19 Vaccine using bulk antigen produced at Biologics Manufacturing Centre Inc.

on or before December 31, 2024, pursuant to the terms of the Canada APA.

As a result of the Notice, the Company has no remaining obligations to the Canadian government under the Canada APA.

Therefore, during the first quarter of 2025 , t he Company recognized $ 575.7 million , previously recorded in Deferred revenue and Other current liabilities, as Product sales.

As of December 31, 2024 , the Company had $ 555.7 million of current deferred revenue and $ 48.0 million of other current liabilities related to advanced payments, and other commitments previously made under the Canada APA.

Under the terms of the Canada APA, $ 28.0 million in advanced purchase payments previously received by the Company were refundable to the Canadian government within 30 days of receipt of the Notice.

The Company repaid the $ 28.0 million in March 2025.

The Canada APA, as amended in 2023, also contemplated the Company and the Canadian government would endeavor to enter into a memorandum of understanding (the “MOU”) related to certain in-country commitments, including a $ 20.0 million escrow funding.

The Notice also acknowledged that such MOU is no longer feasible and that the related funds may be released to the Company.

In March 2025, the Pharmaceutical Management Agency (“Pharmac”), a New Zealand Crown entity, and the Company executed a Deed of Settlement and Release (“New Zealand Settlement Agreement”) of its APA (the “New Zealand APA”).

As part of the New Zealand Settlement Agreement, the Company paid Pharmac a refund of previously received upfront payments of $ 4.0 million .

Under the New Zealand Settlement Agreement, the Company has no remaining obligation to Pharmac under the New Zealand APA.

Therefore, during the first quarter of 2025 , t he Company recognized $ 27.3 million , previously in other current liabilities, as Product sales.

As of December 31, 2024 , the Company had $ 31.3 million included in Other current liabilities in the Company’s consolidated balance sheet related to the New Zealand APA.

Licensing, Royalties, and Other

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

royalty milestone payments;

sales-based royalties;

and Matrix-M™ adjuvant sales.

During year ended December 31, 2024, the Company recognized $ 398.2 million in revenue related to license fees and sales-based royalties, $ 20.5 million related to Matrix-M™ adjuvant sales, $ 69.7 million of transition services revenue and technology transfer revenue, and $ 3.5 million of other revenue.

During the year ended December 31, 2023, the Company recognized $ 8.5 million in revenue related to license fees and $ 16.5 million in revenue related to a Matrix-M™ adjuvant sales.

During the year ended December 31, 2022, the Company recognized $ 9.0 million in revenue related to sales-based royalties, $ 20.0 million related to milestone payments, and $ 15.0 million in revenue related to a Matrix-M™ adjuvant sales.

royalty and milestone payments;

and sales-based royalties.

Licensing, royalties, and other by license partner for the year ended December 31, 2025, 2024, and 2023 were as follows (in thousands):

Year Ended December 31,

2025 2024 2023

Licensing, royalties, and other

Sanofi $ 386,319 $ 459,375 $ —

Takeda 41,697 937 —

Other partners (1)

10,422 8,648 8,493

Total licensing, royalties, and other revenue $ 438,438 $ 468,960 $ 8,493

(1) Other partners revenue includes royalties and license fees associated with agreements with other partners such as Serum and SK bioscience, Co., Ltd.

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

Year Ended December 31,

Sanofi licensing, royalties, and other revenue

Upfront fee $ — $ 389,642

Milestones 225,000 —

Royalties 5,750 —

Transition services and technology transfer:

Upfront fee amortization (1)

43,915 34,343

Milestones amortization (1)

20,032 15,965

Cost reimbursements

91,622 19,425

Total Sanofi licensing, royalties, and other revenue

$ 386,319 $ 459,375

(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 year ended December 31, 2025, the Company recognized a change in estimate to cumulative revenue recognized for the Sanofi Transition Services performance obligation of $ 21.7 million as further described in Note 4.

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

Year Ended December 31,

Takeda licensing, royalties, and other revenue

Upfront fee (1)

Support services 788 937

Total Takeda licensing, royalties, and other revenue

$ 41,697 $ 937

(1) Upfront fee includes $ 14.5 million of nonrefundable upfront payments associated with the Amended Takeda CLA as defined below and $ 4.0 million of previously unrecognized consideration from the Original Takeda CLA.

The Company’s U.S.

government agreement consists of a Project Agreement (the “Project Agreement”) and a Base Agreement with Advanced Technology International, the Consortium Management Firm acting on behalf of the Medical CBRN Defense Consortium in connection with the partnership formerly known as Operation Warp Speed (the Base Agreement together with the Project Agreement, the “USG Agreement”).

The original USG Agreement required the Company to conduct certain clinical, regulatory, and other activities, including a pivotal Phase 3 clinical trial to determine the safety and efficacy of prototype vaccine, and to manufacture and deliver to the U.S.

Defense Consortium in connection with the partnership formerly known as Operation Warp Speed (the Base Agreement together with the Project Agreement, the “USG Agreement”).

The original USG Agreement required the Company to conduct certain clinical, regulatory, and other activities, including a pivotal Phase 3 clinical trial to determine the safety and efficacy of the Company’s COVID-19 Vaccine, and to manufacture and deliver to the U.S.

government 100 million doses of the vaccine candidate.

Funding under the USG Agreement was payable to the Company for various development, clinical trial, manufacturing, regulatory, and other activities.

The USG Agreement contains terms and conditions that are customary for U.S.

The USG Agreement contained terms and conditions that were customary for U.S.

government agreements of this nature, including provisions giving the U.S.

government the right to terminate the Base Agreement or the Project Agreement based on a reasonable determination that the funded project will not produce beneficial results commensurate with the expenditure of resources and that termination would be in the U.S.

government the right to terminate the Base Agreement or the Project Agreement based on a reasonable determination that the funded project would not produce beneficial results commensurate with the expenditure of resources and that termination would be in the U.S.

government’s interest.

If the Project Agreement was terminated prior to completion, the Company is entitled to be paid for work performed and costs or obligations incurred prior to termination and consistent with the terms of the USG Agreement.

If the Project Agreement was terminated prior to completion, the Company was entitled to be paid for work performed and costs or obligations incurred prior to termination and consistent with the terms of the USG Agreement.

As of December 31, 2023, the Company recognized the full $ 1.8 billion funding in revenue.

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Note 4 – Collaboration, License, and Supply Agreements

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

As of December 31, 2025, the Company’s material collaborations, license and supply agreements were as follows:

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 continued to commercialize its 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.

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 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, COVID-19-Influenza (“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 $ 75 million due upon completion of the technology transfer of the Company’s manufacturing process for the COVID-19 Vaccine products to Sanofi remains outstanding, and royalty payments in the high teens to low twenties percent on Sanofi’s sales of such licensed products.

During the year ended December 31, 2025, the Company recognized $ 5.8 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”) approval of the Biologics License Application (“BLA”) for the Company’s COVID-19 Vaccine product in a pre-filled syringe in 2025, both of which have been received from Sanofi.

The Company also achieved the $ 25 million milestone for the transfer of the European Medicines Agency approval to Sanofi and the $ 25 million milestone for the transfer of the U.S.

marketing authorization to Sanofi in 2025.

As of December 31, 2025, the Company received $ 25 million in cash and included $ 25 million in Accounts receivable, net on the consolidated balance sheet.

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 the years ended December 31, 2025 and 2024 was $ 155.6 million and $ 69.7 million, respectively.

The Company’s consolidated balance sheet as of December 31, 2025 includes a deferred revenue balance of $ 35.6 million ($ 33.4 million included in Deferred revenue, current portion and $ 2.2 million included in Deferred revenue, non-current portion) related to Sanofi Transition Services and Sanofi Technology Transfer.

The Company recognized a cumulative catch-up adjustment related to changes in estimates, which resulted in an increase to revenue of $ 21.7 million for the year ended December 31, 2025.

These changes in estimates resulted 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 related to the 2026-2027 vaccination season to be performed in support of Sanofi Transition Services.

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 $ 3.6 million and $ 29.1 million of amortization expense related to the asset in Selling, general, and administrative expense for the year ended December 31, 2025 and 2024, respectively.

As of December 31, 2025, $ 2.3 million of these costs remain to be amortized in Prepaid expenses and other current assets on the consolidated balance sheet.

Takeda Pharmaceutical Company Limited

In April 2025, the Company entered into a collaboration and exclusive license agreement, as amended (“Amended Takeda CLA”), with Takeda which amended and superseded its collaboration and exclusive license agreement with Takeda, dated February 24, 2021 (“Original Takeda CLA”).

The Original Takeda CLA, which granted Takeda an exclusive license to develop, manufacture, and commercialize the COVID-19 Vaccine in Japan, has been amended so that Takeda may develop and commercialize a strain for the COVID-19 Vaccine that is different from the strain that the Company selects for the year, provided such Takeda selected strain must be procured from the Company.

Under the Amended Takeda CLA, Takeda will continue to purchase the Company’s Matrix-M™ adjuvant to manufacture doses of finished COVID-19 Vaccine with updated adjuvant forecast and other supply terms.

In connection with the Amended Takeda CLA, in April 2025, the Company entered into a release agreement with Takeda under which the Company released Takeda and Takeda released the Company from all claims that were asserted or could have been asserted by either party against the other party that related to the Original Takeda CLA and the activities thereunder.

The Company has determined that the Amended Takeda CLA represents a new contract under ASC 606 with the following performance obligations:

the (i) delivery of an updated license to develop, manufacture, and commercialize the Company’s COVID-19 Vaccine in Japan, including the ability for Takeda to develop and commercialize a strain for the COVID-19 Vaccine that is different from the strain that the Company selects for the year (“Updated Takeda License”), and (ii) annual support services for Takeda’s regulatory and commercialization activities (“Takeda Support Services”).

The Company will recognize revenue on optional purchases of Matrix-M™ adjuvant upon delivery to Takeda.

The Updated Takeda License performance obligation is considered functional intellectual property and distinct from other promises under the contract as Takeda can benefit from the license on its own or together with other readily available resources.

The Takeda Support Services provide a distinct benefit to Takeda within the context of the contract, separate from the license, as the services could be provided by Takeda or another third party without the Company’s assistance.

The Company determined the initial transaction price at inception of the Amended Takeda CLA to be $ 27.5 million, consisting of (i) $ 19.5 million of the non-refundable upfront payment and royalties, (ii) $ 4.0 million of non-cancelable annual support payments within the 18-month notice period for contract termination, and (iii) $ 4.0 million of previously unrecognized consideration from the Original Takeda CLA.

The transaction price excludes annual milestone payments and annual support payments that are not due in the event that the Amended Takeda CLA is terminated by Takeda after the 18-month notice period.

Sales-based royalties and annual milestones relate to the Updated Takeda License performance obligation for which the

Company will recognize revenue in the period that sales are made or annual milestones are achieved pursuant to the sales-based royalty exception under ASC 606.

The Company will re-evaluate the transaction price in each reporting period as uncertain events are resolved or other changes in circumstances occur.

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 $ 40.9 million related to the Updated Takeda License in 2025.

The Takeda Support Services are recognized as 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 year ended December 31, 2025 was $ 0.8 million.

Under the Amended Takeda CLA, the Company received a non-refundable upfront payment of $ 19.5 million of which $ 5.0 million was 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.

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.

SII agreed to purchase the Company's Matrix-M™ adjuvant and the Company granted SII a non-exclusive license to manufacture the antigen drug substance component of the Company’s COVID-19 Vaccine in SII’s licensed territory solely for use in the manufacture of COVID-19 Vaccine.

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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 CIC and is obligated for the purchase up to approximately $ 34 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 influenza and CIC vaccine candidates with the intent of partnering these programs.

In March 2020, the Company entered into an agreement with SII that granted SII a non-exclusive license for the use of Matrix-M™ adjuvant supplied by the Company to develop, manufacture, and commercialize R21/Matrix-M™ adjuvant (“SII R21 Agreement”), a malaria vaccine created by the Jenner Institute, University of Oxford (“R21/Matrix-M™”).

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Under the SII R21 Agreement, SII purchases the Company's Matrix-M™ adjuvant for use in development activities at cost and for commercial purposes at a tiered commercial supply price, and pays a royalty in the single-to low- double-digit range based on vaccine sales for a period of 15 years after the first commercial sale of the vaccine in each country.

Takeda Pharmaceutical Company Limited

The Company has a collaboration and license agreement with Takeda Pharmaceutical Company Limited (“Takeda”) under which the Company granted Takeda an exclusive license to develop, manufacture, and commercialize the Company’s COVID-19 Vaccine in Japan.

Under the agreement, Takeda purchases Matrix-M™ adjuvant from the Company to manufacture doses of COVID-19 Vaccine, and the Company is entitled to receive milestone and sales-based royalty payments from Takeda based on the achievement of certain development and commercial milestones, as well as a portion of net profits from the sale of COVID-19 Vaccine.

In May 2024, the Company entered into the Sanofi CLA under which the Company granted and Sanofi received the following:

i) A co-exclusive license to commercialize the Company’s current stand-alone COVID-19 Vaccine, including the Company’s prototype vaccine and updated vaccines, that address seasonal variants throughout the world (the “COVID-19 Vaccine Products”);

ii) A sole license to develop and commercialize combination products containing a potential combination of the Company’s COVID-19 Vaccine and Sanofi’s seasonal influenza vaccine (“COVID-19 and influenza Combination Products” or “CIC Products”);

iii) A non-exclusive license to develop and commercialize combination products containing both the Company’s COVID-19 Vaccine and one or more non-influenza vaccines (“Other Combination Products” and together with the COVID-19 Vaccine Products, CIC Products, and Other Combination Products, “Licensed COVID-19 Products”);

iv) A non-exclusive license to develop and commercialize other vaccine products selected by Sanofi that include the Company’s Matrix-M™ adjuvant (as described below, the “Adjuvant Products”).

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.

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.

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Under the Sanofi CLA, the Company will continue 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, Sanofi and the Company will commercialize the COVID-19 Vaccine Products worldwide in accordance with a commercialization plan agreed by the Company and Sanofi, under which the Company will continue to supply 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.

Pursuant to the Sanofi CLA, the Company received a non-refundable upfront payment of $ 500 million in the second quarter of 2024.

In addition, 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 and royalty payments on Sanofi’s sales of such licensed products.

Milestone payments are comprised of a payment of $ 175 million upon the approval of the marketing authorization for a currently selected strain of the COVID-19 Vaccine in a pre-filled syringe from the U.S.

Food and Drug Administration (“U.S.

FDA”), $ 25 million upon the transfer of such approval to Sanofi, $ 25 million upon the transfer of European Medicines Agency approval of a COVID-19 Vaccine Product in a pre-filled syringe to Sanofi, $ 50 million upon database lock of an existing Phase 2/3 clinical trial (identifier 2019nCoV-503), $ 75 million upon the completion of the technology transfer of the Company’s manufacturing process for the COVID-19 Vaccine Products to Sanofi, $ 125 million upon achievement of certain CIC Product-related development milestones, and $ 225 million in CIC Product-related launch milestones.

The Company achieved the $ 50 million milestone for database lock of an existing Phase 2/3 clinical trial in 2024 and the amount is included in accounts receivable on the Company’s consolidated balance sheet.

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

The Company assessed whether the Sanofi CLA fell within the scope of ASC 808, Collaborative Arrangements (“ASC 808”) based on whether the arrangement involved joint operating activities and whether both parties have active participation in the arrangement and are exposed to significant risks and rewards.

The Company determined that the Sanofi CLA did not fall within the scope of ASC 808, as the Company does not share in the significant financial risks of Sanofi's development or commercialization activities.

The Company then analyzed the arrangement pursuant to the provisions of ASC 606 and determined that the arrangement represents a contract with a customer and is therefore within the scope of ASC 606.

The Company identified the following performance obligations in the Sanofi CLA and determined that they were within the scope of ASC 606:

delivery of (i) the licenses described above (the COVID-19 Vaccine license, CIC Products license, Other Combination Product license, and Adjuvant Products license) (collectively the “Sanofi CLA Licenses’), (ii) research and development transition services that support further regulatory approval and development of the COVID-19 Vaccine, referred to as the “Sanofi Transition Services,” and (iii) technology transfer of the existing manufacturing process for the COVID-19 Vaccine Products and Matrix-M™ adjuvant, referred to as the “Sanofi Technology Transfer.”

The Company also evaluated whether certain options outlined in the Sanofi Agreement represented material rights that would give rise to a performance obligation and concluded that none of the options convey a material right to Sanofi and therefore are not considered separate performance obligations within the Sanofi CLA.

The Sanofi CLA Licenses performance obligations are considered functional intellectual property and distinct from other promises under the contract as Sanofi can benefit from the licenses on their own or together with other readily available resources.

Also, the Sanofi Transition Services provide a distinct benefit to Sanofi within the context of the contract, separate from the licenses, as the services could be provided by Sanofi or another third party without the Company’s assistance.

The Sanofi Technology Transfer obligation is distinct as Sanofi can benefit from the Sanofi CLA Licenses transferred by the Company at the inception of the agreement with other readily available resources.

Therefore, each represents a separate performance obligation within the contract with a customer under the scope of ASC 606 at contract inception.

The Company determined the initial transaction price at inception of the Sanofi CLA to be $ 620.2 million, consisting of (i) fixed consideration (the $ 500 million upfront nonrefundable fee), (ii) and $ 120.2 million of variable consideration attributed to a $ 50.0 million clinical milestone and $ 70.2 million of estimated cost reimbursement related to Sanofi Transition Services and Sanofi Technology Transfer.

Since the clinical milestone allocated to Sanofi Transition Services is entirely within the Company’s control, and the cost reimbursement variable consideration allocated to Sanofi Transition Services and Sanofi Technology Transfer would be recognized as revenue only as the costs are incurred, the Company determined it is not probable

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that a significant reversal of cumulative revenue would occur.

The Company utilized the expected value method to determine the amount of these payments.

The Company excluded certain regulatory and technology transfer milestones from the transaction price that were determined to be inherently uncertain of achievement and are highly susceptible to factors outside of the Company’s control.

Sales-based royalties and launch milestones are related to the license of the intellectual property rights and the Company will recognize revenue for these in the period when subsequent sales are made or sale-based milestones are achieved pursuant to the sales-based royalty exception under ASC 606.

The Company will re-evaluate the transaction price in each reporting period as uncertain events are resolved or other changes in circumstances occur.

The Company allocated the fixed consideration (i.e., the $ 500 million nonrefundable upfront fee) to the performance obligations in the Sanofi CLA based on each performance obligation’s relative SSP, as follows:

• $ 389.6 million for the upfront transfer of the licenses;

• $ 106.9 million for Sanofi Transition Services;

• $ 3.5 million for Sanofi Technology Transfer.

The SSP for the licenses were determined using an approach that considered discounted, probability-weighted cash flows related to the license transferred.

In developing such estimates, the Company applied judgment in determining the forecasted revenue and the discount rate.

The SSP for the ongoing Sanofi Transition Services and Sanofi Technology Transfer were based on estimates of the associated effort and cost of these services, adjusted for a reasonable gross profit margin that would be expected to be realized under similar contracts and the discount rate.

The Company recognized revenue related to the licenses at a point in time upon transfer of the rights and control of the license to Sanofi during the second quarter of 2024.

Revenue recognized related to Sanofi Transition Services and Sanofi Technology Transfer for the year ended December 31, 2024 was $ 69.7 million.

The Company’s consolidated balance sheet as of December 31, 2024 includes a deferred revenue balance of $ 87.6 million ($ 44.9 million included in Deferred revenue, current portion and $ 42.6 million included in Deferred revenue, non-current portion) related to Sanofi Transition Services and Sanofi Technology Transfer.

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 $ 29.1 million of amortization expense related to the asset in Selling, general, and administrative expense for the year December 31, 2024, respectively.

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

The opening price of the Company’s common stock on the date of the sale approximated $ 10.00 per share and therefore all gross proceeds were allocated to stockholders’ deficit.

Bill & Melinda Gates Medical Research Institute

In May 2023, the Company entered into a 3-year agreement with the Bill & Melinda Gates Medical Research Institute to provide the Company’s Matrix-M™ adjuvant for use in preclinical vaccine research.

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SK bioscience, Co., Ltd.

In August 2023, the Company and SK bioscience, Co., Ltd.

(“SK”) entered into a Settlement Agreement and General Release (the “Settlement Agreement”) regarding mutual release by the parties of all claims arising from or in relation to statements of work (“SOWs”) canceled by the Company under a Development and Supply Agreement (“DSA”) and the Collaboration and License Agreement (“CLA”) (collectively the “Business Agreements”), and other SOWs under the Business Agreements (collectively, the “Subject SOWs”), in each case, in connection with the cessation of all drug substance and drug product manufacturing activity at SK for supply to the Company.

Subject SOWs canceled by the Company under the Settlement Agreement included (i) Statement of Work No.

1 dated as of December 23, 2021 as amended to date under the CLA;

(ii) Statement of Work No.

5 dated as of July 18, 2022 under the DSA;

and (iii) Statement of Work No.

6 dated as of July 18, 2022, and as amended as of December 28, 2022 under the DSA.

Pursuant to the Settlement Agreement, the Company was responsible for payment of $ 149.8 million to SK in connection with the cancellation of manufacturing activity for the SOWs under the Business Agreements, which was paid in 2023.

Under the Settlement Agreement, the Company and SK agreed to a wind down plan with respect to the remaining products, materials and equipment under the SOWs.

In August 2023, the Company also entered into a Securities Subscription Agreement (the “SK Subscription Agreement”) with SK, pursuant to which the Company agreed to sell and issue to SK, in a private placement (the “Private Placement”), 6.5 million shares of the Company’s common stock, par value $ 0.01 per share at a price of $ 13.00 per share for aggregate gross proceeds to the Company of approximately $ 84.5 million.

The closing of the Private Placement occurred on August 10, 2023.

The fair value of the Company’s common stock on the date of closing, based on the quoted market price, was $ 46.5 million, which results in a premium paid by SK of approximately $ 38 million.

The Settlement Agreement and the SK Subscription Agreement were negotiated concurrently between the parties, and therefore were combined for accounting purposes and analyzed as a single arrangement.

As a result, the Company recorded the $ 46.5 million fair value of common stock issued to SK, based on the quoted market price on the date of close, as an equity transaction.

The remaining elements of the arrangement were deemed to relate to the settlement of the Company’s outstanding liabilities due to SK.

These elements consist primarily of the cash payable to SK of $ 149.8 million, offset by the premium paid on the common stock purchase by SK of $ 38.0 million, which resulted in a net gain upon derecognition of the liabilities due to SK of $ 79.2 million in connection with the settlement.

As a result, during the year ended December 31, 2023, the Company recorded this net gain of $ 79.2 million between research and development expense, for $ 57.7 million, and cost of sales, for $ 21.5 million, proportionally based on the where the underlying costs were originally recorded.

Other Supply Agreements

In March 2024, the Company, FUJIFILM Diosynth Biotechnologies UK Limited (“FDBK”), FUJIFILM Diosynth Biotechnologies Texas, LLC (“FDBT”) and FUJIFILM Diosynth Biotechnologies USA, Inc.

(“FDBU” and together with FDBK and FDBT, “Fujifilm”) entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) to resolve disputes regarding amounts that Fujifilm claimed were due under a prior Confidential Settlement Agreement and Release effective September 30, 2022 (the “CSAR”) by and between the Company and Fujifilm.

Under the CSAR, the Company agreed to pay up to $ 185.0 million to Fujifilm in connection with the cancellation of manufacturing activity at FDBT.

The final two quarterly installments due to Fujifilm in 2023 under the CSAR, totaling $ 68.6 million, were subject to Fujifilm’s obligation to use commercially reasonable efforts to mitigate losses associated with the vacant manufacturing capacity caused by the termination of manufacturing activities at FDBT.

In October 2023, the Company sent Fujifilm a notice of breach and refused to pay the final two installments based on its contention that Fujifilm had not used commercially reasonable efforts to mitigate losses and should have offset some portion of the final two payments.

In October 2023, Fujifilm filed a demand for arbitration with Judicial Arbitration and Mediation Services (“JAMS”) seeking payment of the full amount (the “Fujifilm Arbitration”).

Pursuant to the Settlement Agreement, in March 2024, the Company paid $ 42.0 million to Fujifilm, the parties agreed to a mutual release of claims arising from, under or otherwise in connection with the CSAR, and Fujifilm agreed to dismiss the Fujifilm Arbitration.

This payment is less than amounts previously accrued for and reflected in Research and development expense, and accordingly, the Company recorded a benefit of $ 26.6 million as Research and development expense during the year ended December 31, 2024 upon the execution of the Settlement Agreement.

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The Company continues to assess its manufacturing needs and intends to modify its global manufacturing footprint consistent with its contractual obligations to supply, and anticipated demand for, its COVID-19 Program, and in doing so, recognizes that significant costs may be incurred.

Note 5 – Earnings per Share

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

Year Ended December 31,

2025 2024 2023

Net income (loss), basic $ 440,302 $ ( 187,499 ) $ ( 545,062 )

Interest on convertible notes 5,442 — —

Net income (loss), dilutive 445,744 ( 187,499 ) ( 545,062 )

Weighted average number of common shares outstanding, basic 161,991 152,190 100,768

Effect of dilutive securities 11,112 — —

Weighted average number of common shares outstanding, dilutive 173,103 152,190 100,768

Net income (loss) per share:

Basic $ 2.72 $ ( 1.23 ) $ ( 5.41 )

Diluted $ 2.58 $ ( 1.23 ) $ ( 5.41 )

Anti-dilutive securities excluded from calculations of diluted net income per share 14,795 24,114 23,620

Note 6 – Cash, Cash Equivalents, and Restricted Cash

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

2025 2024 2023

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Marketable securities classified as available-for-sale comprised of (in thousands):

December 31, 2024 December 31, 2023

December 31, 2025

December 31, 2024

Losses Fair Value Amortized

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260,023 131 — 260,154 208,410 — ( 76 ) 208,334

Agency securities 13,999 — ( 2 ) 13,997 — — — —

Total marketable securities $ 493,716 $ 736 $ ( 2 ) $ 494,450 $ 392,848 $ 116 $ ( 76 ) $ 392,888

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 December 31, 2024.

As of December 31, 2025, investments in marketable securities comprised of $ 220.3 million of treasury securities, of which $ 162.4 million mature in 2026 and $ 57.9 million mature in 2027, $ 260.2 million of corporate debt securities, of which $ 250.9 million mature in 2026 and $ 9.3 million mature in 2027 and $ 14.0 million of agency securities maturing in 2027.

Marketable securities are classified as Current assets in the consolidated balance sheets as of December 31, 2025 and 2024.

During the year ended December 31, 2025, 2024 and 2023, the Company recognized interest income of $ 29.5 million, $ 37.2 million, and $ 20.1 million respectively, from its investments in securities.

Based on the Company’s policy under the expected credit loss model, including an assessment of the investment portfolio as of December 31, 2025, 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 December 31, 2025.

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

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Note 8 – Fair Value Measurements

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— 260,154 — — 243,158 —

Agency securities

— 13,997 — — — —

$ 128,152 $ 584,450 $ — $ 287,393 $ 557,712 $ —

5.00 % Convertible notes due 2027

$ — $ 28,313 $ — $ — $ 174,386 $ —

4.625 % Convertible notes due 2031

— 221,967 — — — —

Total Convertible notes payable

$ — $ 250,280 $ — $ — $ 174,386 $ —

(1) Classified as cash and cash equivalents as of December 31, 2025 and 2024.

(2) Includes $ 34.8 million and $ 45.6 million classified as cash and cash equivalents as of December 31, 2024 and 2023, respectively, on the consolidated balance sheets.

Fixed-income investments categorized as Level 2 are valued at the custodian bank by a third-party pricing vendor’s valuation models that use verifiable observable market data, such as interest rates and yield curves observable at commonly quoted intervals and credit spreads, bids provided by brokers or dealers, or quoted prices of securities with similar characteristics.

(2) Includes $ 34.8 million classified as cash and cash equivalents as of December 31, 2024.

characteristics.

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 years ended December 31, 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 9 – Inventory

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For the year ended December 31, 2025, inventory write-downs were $ 1.9 million and losses on firm purchase commitments were $ 0.3 million.

In addition, for the year ended December 31, 2024, the Company recorded recoveries on firm purchase commitments of $ 0.7 million related primarily to negotiated reductions to previously recognized firm purchase commitments.

For the year ended December 31, 2023, inventory write-downs were $ 72.4 million, losses on firm purchase commitments were $ 73.5 million, and recoveries on firm purchase commitments were $ 40.2 million.

For the year ended December 31, 2022, inventory write-downs were $ 447.6 million and losses on firm purchase commitments were $ 155.9 million.

Also, during the years ended December 31, 2024 and 2023, the Company recorded impairment charges of $ 3.8 million and $ 6.1 million, respectively, in Cost of sales related to embedded lease agreements with CMOs for production capacity in excess of production needs.

Inventory reserves for write-downs are relieved when the inventory is disposed of through scrap or sale.

Activity in the reserve for excess and obsolete inventory was as follows (in thousands):

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Year Ended December 31,

Beginning balance

$ 266,059 $ 368,383

Charged to Cost of sales, including impairments 20,970 72,441

Other additions 14,381 65,049

Deductions ( 209,386 ) ( 239,814 )

Ending balance

$ 92,024 $ 266,059

Other additions include receipts of inventory previously recorded as losses on firm purchase commitments.

For the year ended December 31, 2024, inventory write-downs were $ 21.0 million and losses on firm purchase commitments, net of recoveries were $ 6.7 million.

Note 10 – Goodwill

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Note 11 – Leases

The Company has embedded leases related to multiple manufacturing supply agreements with CMOs and CMOS to manufacture COVID-19 Vaccine, as well as operating and finance leases for its research and development and manufacturing facilities, corporate headquarters and offices.

During the year ended December 31, 2024, the Company continued to align its global manufacturing footprint as a result of its ongoing assessment of manufacturing needs consistent with its contractual obligations related to the supply, and anticipated demand for, its COVID-19 Vaccine.

During the years ended December 31, 2024 and 2023, the Company modified certain of its CMO and CDMO agreements that had previously been determined to represent embedded leases and, in accordance with its policy, the Company remeasured and reallocated the remaining consideration under the contracts and reassessed the lease classification as of the effective dates of the respective modifications.

During the year ended December 31, 2024 and 2023, as a result of new or modified leases, the Company recognized ROU assets, net of credits on modifications, and a corresponding lease liability of $ 4.0 million and $ 6.8 million, respectively, for its long-term operating lease embedded in CMO and CDMO manufacturing supply agreements.

Also, during the year ended December 31, 2024 and 2023, the Company recorded an impairment charge of $ 3.8 million and $ 6.1 million, respectively, in Cost of sales related to embedded lease agreements with CMO for production capacity in excess of production needs.

During the year ended December 31, 2023, the Company obtained the right to direct the use of, and obtain substantially all of the benefit from, the remaining floors located at the premises and recognized a ROU asset and related lease obligation of $ 96.5 million as the lease commencement dates for accounting purposes had occurred for such remaining floors.

The lease obligation was reduced by $ 73.4 million for prepaid rent and prior costs incurred on behalf of the landlord during 2023.

As of December 31, 2024, facility leases, including the 700QO lease, have expirations that range from approximately one to twelve years , some of which include options to extend the lease term.

The facility leases contain provisions for future rent increases and obligate the Company to pay building operating costs.

During the year ended December 31, 2023, the Company recorded an impairment charge of $ 5.9 million related to ROU facility leases used for research and development, manufacturing and offices space that are impacted by the Restructuring Plan.

No impairment charge related to facility leases was recorded during the year ended December 31, 2024.

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The Company has operating and finance leases for its research and development and manufacturing facilities, corporate headquarters and offices as well as embedded leases related to manufacturing supply agreements with CMOs.

During the year ended December 31, 2025, as part of it’s global restructuring and cost reduction plan (“Restructuring Plan”), 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 (see Note 19).

As of December 31, 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.

As a result of this classification, the 700QO ROU asset and lease liability balance as of December 31, 2025, are excluded from the lease balances and related disclosures presented in the Supplemental balance sheet information table below.

Supplemental balance sheet information related to leases as of December 31, 2025 and 2024 was as follows (in thousands, except weighted-average remaining lease term and discount rate):

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ROU assets, operating, net Right-of-use asset, net

$ 20,332 $ 21,846

ROU assets, finance, net Right-of-use asset, net

2,565 139,739

Total non-current ROU assets $ 22,897 $ 161,585

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Finance leases 8.7 % 9.0 %

Lease expense for the operating and short-term leases for the years ended December 31, 2024, 2023, and 2022 was as follows (in thousands):

Lease expense for the operating, short-term and finance leases for the years ended December 31, 2025, 2024, and 2023 was as follows (in thousands):

Year Ended December 31,

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(1) During the year ended December 31, 2024 and 2023, the Company recognized a short-term lease benefit of $ 26.6 million and $ 48.0 million, respectively, due to gains on the settlement of manufacturing supply agreements with CMOs and CDMOs that included embedded leases.

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Supplemental cash flow information related to leases for the year ended December 31, 2025, 2024, and 2023 was as follows (in thousands):

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2029 4,233 483

2029 3,682 7,596

Thereafter — —

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The Company’s long-term debt consisted of the following (in thousands):

Non-current portion:

5.00 % Convertible notes due 2027

5.00 % 2027 Convertible Notes

$ 26,485 $ 175,250

4.625 % 2031 Convertible Notes

Unamortized debt issuance costs ( 7,272 ) ( 5,566 )

Total convertible notes payable

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

$ 244,213 $ 169,684

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

As of December 31, 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):

Year Ended December 31,

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2031 Convertible Notes

In December 2022, the Company issued $ 175.3 million aggregate principal amount of convertible senior unsecured notes that will mature on December 15, 2027 (the “2027 Notes”), unless earlier converted, redeemed, or repurchased.

The 2027 Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of

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1933, as amended, and pursuant to an indenture dated December 20, 2022 (the “2027 Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Concurrently with the issuance of the 2027 Notes, the Company completed a public offering of shares of its common stock.

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 %

2027 Convertible Notes

In December 2022, the Company issued $ 175.3 million aggregate principal amount of 5.0 % Convertible Senior Notes that will mature on December 15, 2027 (the “2027 Notes”), unless earlier converted, redeemed, or repurchased.

In August 2025, the Company exchanged $ 175.3 million aggregate principal amount of newly issued 2031 Notes for $ 148.8 million aggregate principal amount of 2027 Notes, as discussed above, after which $ 26.5 million aggregate principal amount of 2027 Notes remained outstanding.

The 2027 Notes were issued in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and pursuant to an indenture dated December 20, 2022 (the “2027 Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee.

Concurrently with the

issuance of the 2027 Notes, the Company completed a public offering of shares of its common stock.

The Company received $ 166.4 million in net proceeds from the issuance of the 2027 Notes after deducting the initial purchasers’ fees and the Company’s offering expenses.

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If a holder of the 2027 Notes converted upon a Make-Whole Fundamental Change (as described in the 2027 Indenture), they may be eligible to receive a make-whole premium through an increase to the conversion rate up to a maximum of 20.0000 shares per $1,000 principal amount of 2027 Notes (subject to other adjustments as described in the 2027 Indenture).

In accounting for the issuance of the 2027 Notes, the Company determined that the scope exceptions provided under ASC Topic 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (“ASC 815-40”) apply to all but one of the

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conversion features embedded in the 2027 Notes.

This remaining conversion feature, which is associated with a Fundamental Change of the Company, was determined to have a de minimis value as of December 31, 2025, 2024, and 2023.

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The $ 8.8 million of debt issuance costs is being amortized and recognized as additional interest expense over the five-year contractual term of the 2027 Notes using an effective interest rate of 6.2 %.

2023 Convertible Notes

In 2016, the Company issued $ 325 million aggregate principal amount of convertible senior unsecured notes that matured on February 1, 2023 (the “2023 Notes”).

The 2023 Notes were senior unsecured debt obligations and were issued at par.

The Company funded the outstanding principal amount of $ 325 million on the 2023 Notes, due February 1, 2023, and the indenture governing the 2023 Notes was subsequently satisfied and discharged in accordance with its terms.

The Company’s related “capped call transactions” expired by their terms on January 27, 2023.

The Company repaid the outstanding principal amount of $ 325 million together with accrued but unpaid interest on the maturity date.

The repayment was funded by the issuance of the 2027 Notes and the common stock offering, as well as cash on hand.

Note 13 – 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 (the “June 2021 Sales Agreement”).

During the year ended December 31, 2024, the Company sold 12.2 million shares of its common stock under its August 2023 Sales Agreement, resulting in net proceeds of approximately $ 188 million.

As of December 31, 2025, the remaining balance available under the August 2023 Sales Agreement was approximately $ 51 million.

During the year ended December 31, 2024, the Company sold 12.2 million shares of its common stock under its August 2023 Sales Agreement, resulting in net proceeds of approximately $ 188 million.

No shares were sold during the year ended December 31, 2025.

In May 2024, the Company also entered into the Sanofi 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.

During the year ended December 31, 2023, the Company sold 38.3 million shares of its common stock under its August 2023 Sales Agreement and 7.9 million shares of its common stock under its June 2021 Sales Agreement, resulting in net proceeds of approximately $ 321 million, of which $ 6.9 million was included in Prepaid expenses and other current assets as of December 31, 2023 and received in cash in January 2024.

In August 2023, pursuant to the SK Subscription Agreement, the Company agreed to sell and issue to SK 6.5 million shares of the Company’s common stock at a price of $ 13.00 per share (the “Shares”) in a Private Placement for aggregate gross proceeds to the Company of approximately $ 84.5 million.

The Company recognized the Shares at the settlement date fair value of $ 46.5 million.

The closing of the Private Placement occurred on August 10, 2023.

Note 14 – Stock-Based Compensation

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Under the 2015 Plan, equity awards may be granted to officers, directors, employees, and consultants of and advisors to the Company and any present or future subsidiary.

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The 2015 Plan authorizes the issuance of up to 27.5 million shares of common stock under equity awards granted under the 2015 Plan.

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Total stock-based compensation expense $ 36,015 $ 48,152 $ 85,357

During the year ended December 31, 2023 and 2022, total stock-based compensation capitalized in inventory was $ 0.5 million and $ 1.7 million, respectively.

No stock-based compensation was capitalized in inventory during the year ended December 31, 2024.

During the year ended December 31, 2023, total stock-based compensation capitalized in inventory was $ 0.5 million.

No stock-based compensation was capitalized in inventory during the year ended December 31, 2025 and 2024.

As of December 31, 2025, there was approximately $ 42 million of total unrecognized compensation expense related to unvested stock options, SARs, RSUs, and the ESPP.

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The aggregate intrinsic value of stock options and SARs exercises and vesting of RSUs for the years ending December 31, 2025, 2024, and 2023 was approximately $ 20 million, $ 13 million, and $ 5 million, respectively.

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Stock Options and Stock Appreciation Rights

The following is a summary of stock options and SARs activity under the 2023 Inducement Plan, 2015 Plan and the 2005 Plan for the year ended December 31, 2025:

2023 Inducement Plan 2015 Plan 2005 Plan

2023 Inducement Plan 2015 Plan

Stock Options Weighted-

Price Stock Options & SARs

Options Weighted-

Outstanding at January 1, 2025 486,950 $ 10.45 3,496,052 $ 32.75

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Outstanding and unvested at December 31, 2025 149,843 $ 10.35 5,891,589 $ 6.95

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Employee Stock Purchase Plan

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Property and equipment is comprised of the following as of (in thousands):

Land and buildings $ 14,945 $ 102,916

Machinery and equipment 47,311 61,498

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Property and equipment, net $ 44,800 $ 138,413

On December 30, 2024, the Company sold approximately $ 135 million of property and equipment, net, representing the Company’s biologics manufacturing campus and other moveable assets and equipment located in the Czech Republic (see

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Depreciation expense was approximately $ 48 million, $ 41 million, and $ 29 million for the years ended December 31, 2024, 2023, and 2022, respectively.

During the three months ended September 30, 2025, the Company classified its leasehold interest in 700QO, certain related property and equipment and land parcel adjacent to the facility, as held for sale.

In October 2025, the Company executed an agreement to assign the lease, sell the adjacent land parcel, and transfer specified property and equipment for an aggregate consideration of $ 59.8 million (see Note 19).

As a result of this classification, the related assets were not included in the Company’s December 31, 2025 property and equipment ending balances.

In December 2024, the Company sold approximately $ 135 million of property and equipment, net, representing the Company’s biologics manufacturing campus and other moveable assets and equipment located in the Czech Republic (see Note 20).

Depreciation and amortization expense was approximately $ 28 million, $ 48 million, and $ 41 million for the years ended December 31, 2025, 2024, and 2023, respectively.

Accrued Expenses

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Gross-to-net deductions

18,821 20,616

product sales returns accrual

R&D and operations accruals

47,482 37,847

Research and development accruals 37,847 131,027

Other accrued expenses 8,708 35,888

Accrued expenses $ 211,165 $ 394,668

Total accrued expenses

$ 107,165 $ 211,165

Other Current Liabilities

2 unchanged sentences

$ 5,672 $ 87,901

Due to UK Authority (see Note 3)

Due to UK Authority (1)

38,588 36,357

Due to Gavi (see Note 3)

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Total other current liabilities $ 137,778 $ 219,596

Other Non-Current Liabilities

Other non-current liabilities consist of the following as of (in thousands):

Due to UK Authority (1)

20,173 58,761

Due to Gavi (see Note 3)

195,000 275,000

Operating lease liabilities

19,359 22,958

Other non-current liabilities

Total non-other current liabilities

$ 239,068 $ 359,614

(1) In November 2024, the Company and Secretary of State for Business, Energy and Industrial Strategy (as assigned to the UK Health Security Agency), acting on behalf of the government of the United Kingdom of Great Britain and Northern Ireland (the “UK Authority”) entered into a settlement agreement, which resolved disputes regarding the supply agreement with the UK Authority.

Under the terms of the settlement agreement the Company agreed to repay previously received upfront payments in equal installment payments to the UK Authority.

The remaining payments due to the UK Authority are classified as Other current liabilities and Other non-current liabilities on the Company’s consolidated balance sheet.

Note 17 – Income Taxes

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Foreign 15,885 85,294 85,953

Loss before income tax expense $ ( 176,615 ) $ ( 543,031 ) $ ( 653,647 )

Income (loss) before income tax expense

$ 442,167 $ ( 176,615 ) $ ( 543,031 )

Significant components of the current and deferred income tax expense (benefit) are as follows (in thousands):

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Total income tax expense $ 1,865 $ 10,884 $ 2,031

A reconciliation of income tax expense to the amount computed by applying the U.S.

federal statutory tax rate to the Company’s effective tax rate is as follows:

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows:

Year Ended December 31, 2025

Statutory federal income tax expense $ 92,855 21 %

State and local income taxes, net of federal benefit (1)

Foreign tax effects

Czech Republic

Non-taxable foreign currency adjustment

( 4,845 ) ( 1 ) %

Other foreign tax jurisdictions

Effect of cross-border tax laws

Net controlled foreign corporation tested income

Changes in valuation allowance ( 101,100 ) ( 23 ) %

Non-taxable or non-deductible items

Share-based compensation (2)

Changes in unrecognized tax benefits ( 106 ) — %

Other adjustments ( 185 ) — %

Income tax expense

(1) State and local income taxes in Maryland and Pennsylvania made up the majority (greater than 50 percent) of the tax effect in this category.

(2) Amounts in this category include the tax impact of share-based compensation windfalls, shortfalls and option cancellations.

A reconciliation of the provision for income taxes to the amount computed by applying the 21 % statutory U.S.

federal income tax rate to income (loss) before income taxes for years prior to the adoption of ASU 2023-09 is as follows:

Year Ended December 31,

Statutory federal tax rate 21 % 21 %

State income taxes, net of federal benefit 3 % 1 %

Research and development and other tax credits — % — % 1 %

Non-deductible expenses

— % — % ( 1 ) %

Non-cash stock-based compensation ( 9 ) % ( 1 ) %

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Cancellation of indebtedness

— % ( 1 ) % — %

Deferred tax asset write down

( 13 ) % — % — %

Non-US tax credits

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Income tax expense

( 6 ) % — % ( 1 ) %

As of December 31, 2024, the Company has available federal and state net operating losses of $ 2.4 billion, $ 785.1 million, respectively, that may be applied against future taxable income in the respective jurisdiction.

The federal net operating losses of $ 2.4 billion can be carried forward indefinitely, with all but $ 9.6 million, which expires in 2037, limited to use equal to 80% of future annual federal taxable income.

The Company’s income taxes paid, net of refunds received by jurisdiction for the year ended December 31, 2025 is as follows (in thousands):

Year Ended December 31, 2025

Czech Republic

India withholding tax

Income taxes paid (refunds received)

As of December 31, 2025, the Company has available federal, state, and foreign net operating losses of $ 2.6 billion, $ 824.1 million, and $ 10.9 million, respectively, that may be applied against future taxable income in the respective jurisdiction.

The federal net operating losses of $ 2.6 billion may be carried forward indefinitely, except for $ 9.6 million which expires in 2037, limited to use equal to 80% of future annual federal taxable income.

State net operating losses of $ 450.9 million have various expiration dates between 2028 and 2045.

The remaining state net operating losses of $ 351.0 million can be carried forward indefinitely.

The remaining state and foreign net operating losses of $ 373.1 million and $ 10.9 million, respectively, can be carried forward indefinitely.

The Company also has federal research tax credits of $ 50.9 million that will expire from 2026 through 2043 and a state research tax credit of $ 1.3 million that will expire from 2028 through 2030.

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The returns in Sweden are subject to examination from 2016 through 2025 and the returns for the Czech Republic are subject to examination from 2019 through 2025.

The significant components of the Company’s deferred tax assets and liabilities as of December 31 were as follows (in thousands):

The significant components of the Company’s deferred tax assets and liabilities as of December 31 are as follows (in thousands):

Deferred tax assets:

Federal and state net operating loss carryforward $ 551,261 $ 550,272

Federal, state, and foreign net operating loss carryforward

$ 587,824 $ 551,261

Research tax credits 50,919 51,343

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Allowance for sales returns

13,397 20,756

Non-cash stock-based compensation 18,275 22,376

Capitalized research costs 118,111 152,046

Foreign tax credit carryforward

Other 29,048 15,150

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$ ( 455 ) $ ( 402 )

The Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets, including its history of significant losses in every year since inception and, in accordance with U.S GAAP, has fully reserved the net deferred tax assets.

The Company has evaluated the positive and negative evidence bearing upon the realization of its deferred tax assets, including its history of significant losses in every year since inception except the current year and, in accordance with U.S GAAP, has fully reserved the net deferred tax assets.

The Company concluded that realization of its net deferred tax assets is not more-likely-than-not to be realized as of December 31, 2025 and 2024.

The valuation allowance increased by $ 6.6 million and $ 108.8 million for the years ended December 31, 2024 and 2023, respectively, due to the pretax book losses recognized during these years.

The net deferred tax liability of $ 0.4 million and $ 2.0 million at December 31, 2024 and 2023, respectively, is included within other non-current liabilities on the accompanying consolidated balance sheet.

The valuation allowance decreased by $ 109.8 million and increased by $ 6.6 million for the years ended December 31, 2025 and 2024, respectively.

The net change was due to the income (loss) before taxes generated in each year.

The net deferred tax liability of $ 0.5 million and $ 0.4 million at December 31, 2025 and 2024, respectively, is included within Other non-current liabilities on the consolidated balance sheets.

The Company recognizes the effect of an income tax position when it is more likely than not, based on the technical merits, that the income tax position will be sustained upon examination.

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Additions for tax positions of current year — — 271

Additions for tax positions of prior years — — 807

Reductions for tax positions of prior year ( 106 ) ( 137 ) ( 1,228 )

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The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

As of December 31, 2024 and 2023, the Company had no accruals for interest or penalties.

As of December 31, 2025 and 2024, the Company had no accruals or expenses for interest or penalties.

The total amount of unrecognized tax benefits that, if recognized, could affect the effective tax rate was $ 4.0 million and $ 4.1 million as of December 31, 2025 and 2024, respectively.

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The unrecognized tax benefits are presented in the financial statements as a reduction to the deferred tax assets for all periods.

In December 2025, the Company received a notification that the Internal Revenue Service has initiated an examination of the Company’s U.S.

federal income tax return for the 2023 tax year.

The examination is in its early stages.

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

1 – One Big Beautiful Bill Act (the “Act”).

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.

The Act has not had a significant 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.

In 2021, the Organization for Economic Cooperation and Development (“OECD”) developed guidance on Base Erosion and Profit Shifting (“BEPS”) Pillar Two Model Rules (“Pillar Two”), which addresses corporate tax planning strategies used by some large multinational corporations to shift profits from higher-tax jurisdictions to lower-tax jurisdictions or zero-tax locations.

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Pillar Two is effective in 2024 for the jurisdictions in which the Company operates.

The Company does not expect these rules to have a significant impact on its effective tax rate or its consolidated financial statements.

These rules have not had a significant impact on the Company’s effective tax rate or its consolidated financial statements.

Note 18 – Commitment 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.

Upon the Maryland Court’s final approval, the Company relieved the $ 47 million estimated settlement liability within Accrued expenses and the $ 47 million estimated insurance recovery within Prepaid expenses and other current assets on the consolidated balance sheet.

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

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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.

The hearing for final consideration of the proposed settlement is presently scheduled to be held on March 7, 2025 at 9:30 a.m.

EST at the United States District Court for the District of Maryland, Southern Division, 650 Cherrywood Lane, Greenbelt, MD 20770.

A copy of the settlement agreement, together with the Notice, can be found on the “Investor Hub” section of Novavax’s website.

The date and time of the final fairness hearing may change.

Any updates to the date or time of the final fairness hearing can also be found on the “Investor Hub” section of Novavax’s website or on the Maryland Court’s website.

The contents of Novavax’s website are not incorporated by reference into this Annual Report on Form 10-K and you should not consider information provided on Novavax’s website to be part of this Annual Report on Form 10-K.

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.

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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.

To date, the court has not scheduled a status conference.

The financial impact of the First Consolidated Derivative action is described above and is dependent on the court’s approval of the settlement.

The financial impact of the Mesa, Kirst and Needleman Actions referenced above are not estimable.

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

Although the outcomes of these other legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these other legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flows.

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

Although the outcomes of these legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flows.

Purchase Commitments

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Note 19 – Restructuring

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

During the three months ended September 30, 2025, the Company classified its corporate headquarters facility at 700QO, together with its related finance lease obligation, certain related property and equipment and land parcel adjacent to the facility as held for sale, in accordance with its accounting policy defined in Note 2.

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.

In October 2025, the Company entered into an assignment of the lease with respect to the Disposal Group with AstraZeneca Pharmaceuticals LP (“AstraZeneca”).

The effect of the agreement is to assign the lease agreement for 700QO, together with a parcel purchase agreement for the sale of a parcel of land adjacent to the 700QO facility and an asset purchase agreement for the sale of certain personal property and equipment, for an aggregate of $ 59.8 million payable by AstraZeneca to the Company.

The fair value less cost to sell of the Disposal Group was $ 56.3 million, comprised of $ 59.8 million of sale

consideration, less $ 3.5 million of costs to sell.

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 $ 97.8 million during the year ended December 31, 2025.

The initial net payment of $ 19.7 million related to the parcel purchase (land sale), was received in November 2025.

The remaining $ 39.8 million payment was received in January 2026.

The held for sale finance lease obligation of $ 47.9 million was derecognized on the assignment of the 700QO lease agreement in January 2026.

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

Year Ended December 31,

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$ 12,631 $ 16,961 $ 14,584

(1) Restructuring charges of $ 1.0 million, $ 2.4 million and $ 13.6 million are included in Cost of sales, Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for 2024.

Restructuring charges of $ 0.5 million, $ 2.3 million and $ 11.5 million are included in Cost of sales, Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for 2023.

(1) Restructuring charges of $ 5.5 million and $ 7.1 million are included in Research and development and Selling, general, and administrative expenses, respectively, in the Company’s consolidated statement of operations in 2025.

Restructuring charges of $ 1.0 million, $ 2.4 million and $ 13.6 million are included in Cost of sales, Research and development and Selling, general, and administrative expenses, respectively, in the consolidated statement of operations in 2024.

These charges reflect substantially all expected restructuring charges under the Restructuring Plan.

No restructuring charges were recorded during 2022.

Severance and employee benefit costs

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The Company recorded a severance and termination benefit cost in full for employees who were notified of their termination during the year ended December 31, 2025 and had no requirements for future service.

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Company paid $ 9.8 million for severance and employee benefit costs during the year ended December 31, 2024 and $ 3.1 million remaining liability for the severance and employee benefit costs is included in Accrued expenses in the Company’s consolidated balance sheet as of December 31, 2024.

The Company recorded and fully paid a severance and employee benefit costs of $ 4.5 million during the year ended December 31, 2023.

There were no severance and employee benefit costs during the year ended December 31, 2022.

The following table summarizes the activity within the accrued severance and employee benefits liability, which is included in "Accrued expenses" in the Company’s consolidated balance sheets, for the years ended December 31, 2025, 2024, and 2023 (in thousands):

Year Ended December 31,

2025 2024 2023

Beginning Balance $ 3,069 $ — $ —

Severance and employee benefit costs 7,751 12,829 4,503

Cash payments

( 10,150 ) ( 9,760 ) ( 4,503 )

Ending Balance $ 670 $ 3,069 $ —

Impairment of long-lived 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.

The evaluation is subject to judgment and actual results may vary from the estimates, resulting in potential future adjustments to amounts recorded.

During the year ended December 31, 2024 and 2023, the Company recorded an impairment charge of $ 4.1 million and $ 10.1 million, respectively, related to the impairment of long-lived assets, including $ 5.9 million related to ROU assets for facility leases in 2023.

There were no impairment charges recorded during the year ended December 31, 2022.

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 year ended December 31, 2025, 2024 and 2023, the Company recorded an impairment charge of $ 4.9 million, $ 4.1 million and $ 10.1 million, respectively, related to the impairment of long-lived assets, including $ 5.9 million related to ROU assets for facility leases in 2023.

Note 20 – Disposition of Assets

On December 30, 2024, Novavax CZ a.s.

In December 2024, Novavax CZ a.s.

(“CZ”), a wholly-owned subsidiary of the Company, completed the sale of its biologics manufacturing campus located at Bohumil, Czech Republic (the “Facility”) to Novo Nordisk Production Czech s.r.o.

1 unchanged sentence

Under the Asset Purchase Agreement, CZ sold, transferred and assigned to the Purchaser:

(i) land and properties that comprise the Facility, as well as certain moveable assets and equipment located at the Facility (the “Transferred Assets”);

(i) land and properties that comprise

the Facility, as well as certain moveable assets and equipment located at the Facility (the “Transferred Assets”);

(ii) contracts related to the operation and management of the Transferred Assets (the “Transferred Contracts”);

1 unchanged sentence

The total purchase price for the sale was $ 202.6 million and the assumption by the Purchaser of liabilities (on a look-forward basis) pertaining to the Transferred Assets, Transferred Contracts and Transferred Employees.

On the closing date, the Company received a cash payment of $ 180 million, net of the initial payment of $ 10 million made in October 2024 and $ 10 million placed in an escrow account to be released to the Company on the date which is 12 months following the closing date (subject to adjustment for any claims the Purchaser may have against the Seller under the Asset Purchase Agreement).

On the closing date, the Company received a cash payment of $ 180 million, net of the initial payment of $ 10 million made in October 2024 and $ 10 million placed in an escrow account released to the Company in 2025 following the closing date (subject to adjustment for any claims the Purchaser may have against the Seller under the Asset Purchase Agreement).

Pursuant to the terms of the Asset Purchase Agreement, the Company was also reimbursed $ 2.6 million, subject to adjustments, for costs incurred in continuing to operate and maintain the Transferred Assets, Transferred Contracts and Transferred Employees between December 3, 2024 and the completion of the sale.

The Company recognized a gain on the sale of $ 51.9 million, which has been reflected in Other income in the Company's consolidated income statement for the year ended December 31, 2024.

No gain on sale was recognized in the year ended December 2023 and 2022.

The Company recognized a gain on the sale of $ 51.9 million, which has been reflected in Other income in the Company's consolidated statement of operations for the year ended December 31, 2024.

The disposition qualified as the sale of a business pursuant to ASC Topic 805, Business Combinations, and therefore, the Company allocation goodwill of $ 12.4 million to the sale on a relative fair value basis.

Note 21 – 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 manages its business as one reportable operating segment, an in-house early-stage R&D business 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 CODM to make decisions about allocating resources and assessing the Company’s performance.

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

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

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Research and development expenses:

Direct coronavirus vaccines (1)

Direct COVID-19 Vaccine (1)

80,444 81,736 377,603

Direct CIC and influenza vaccines (1)

30,019 44,831 38,044

Direct other vaccine development programs (1)

8 unchanged sentences

( 110,338 ) 61,432 21,449

Net income (loss)

$ 440,302 $ ( 187,499 ) $ ( 545,062 )

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

Direct coronavirus vaccines expenses include costs associated with the Phase 3 trial for the Company’s CIC and stand-alone influenza vaccine candidates.

(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, gain on disposition of Novavax CZ assets, income tax expense, and other income.

(3) Other segment income (expense) includes interest expense, impairment of assets held for sale, loss on debt extinguishment, gain on disposition of Novavax CZ assets, 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):

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$ 67,697 $ 299,998

Note 22 – Subsequent Events

In January 2026, the Company successfully completed the assignment of its leasehold interest in 700QO and sale of certain related property and equipment and received $ 39.8 million of the remaining consideration from AstraZeneca (Note 19).

In connection with this closing, the Company was legally relieved of its primary obligation under the lease.

The ROU asset and the related lease liability, classified as held for sale as of December 31, 2025, was derecognized from the consolidated balance sheet in the first quarter of 2026.

No additional impairment adjustments are anticipated as a result of the closing of this transaction.

In January 2026, the Company entered into a License and Option Agreement with Pfizer Inc.

(“Pfizer”) for use of the Company’s Matrix-M™.

Under the terms of the agreement, Pfizer will obtain a non-exclusive license for Matrix-M™ for use with Pfizer's products in up to two disease areas.

The agreement provides for an upfront payment of $ 30 million, which was received in January 2026, and the Company has the potential to receive up to $ 500 million in development and sales milestone payments.

In addition to milestone payments, the Company is eligible to receive tiered high mid-single digit percentage royalty payments on sales of any product by Pfizer that includes Matrix-M™.

In February 2026, the Company entered into a Credit, Security, and Guaranty Agreement (the “Credit Agreement”) with MidCap Financial Trust, as administrative agent.

The Credit Agreement provides for a senior secured term loan facility of up to $ 330 million, available in four tranches.

The first tranche of $ 130 million, of which $ 50 million was funded at closing, is available to be drawn, subject to customary conditions, through February 2028.

The term loans mature in March 2031, at which time all outstanding principal and accrued interest are due and payable in full.

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-K

Item 9A. Controls and Procedures