What changed in this filing

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Item 1. Financial Statements

2026-08-06 compared with 2026-05-06 · 193 added, 116 removed, 526 unchanged (37% of the section changed)

4 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Product sales $ 18,854 $ 10,724 $ 61,054 $ 632,402

25 unchanged sentences

For the Three Months Ended

June 30, For the Six Months Ended

2026 2025 2026 2025

Net income (loss) $ ( 53,387 ) $ 106,508 $ ( 62,878 ) $ 625,154

40 unchanged sentences

Commitments and contingencies (Note 15)

Preferred stock, $ 0.01 par value, 2,000,000 shares authorized at March 31, 2026 and December 31, 2025;

no shares issued and outstanding at March 31, 2026 and December 31, 2025

Preferred stock, $ 0.01 par value, 2,000,000 shares authorized at June 30, 2026 and December 31, 2025;

no shares issued and outstanding at June 30, 2026 and December 31, 2025

Stockholders' deficit:

Common stock, $ 0.01 par value, 600,000,000 shares authorized at March 31, 2026 and December 31, 2025;

167,765,721 shares issued and 164,422,575 shares outstanding at March 31, 2026 and 164,969,773 shares issued and 162,575,937 shares outstanding at December 31, 2025

Common stock, $ 0.01 par value, 600,000,000 shares authorized at June 30, 2026 and December 31, 2025;

168,165,416 shares issued and 164,815,529 shares outstanding at June 30, 2026 and 164,969,773 shares issued and 162,575,937 shares outstanding at December 31, 2025

Additional paid-in capital 4,558,457 4,539,756

Accumulated deficit ( 4,631,026 ) ( 4,568,148 )

Treasury stock, cost basis, 3,343,146 shares at March 31, 2026 and 2,393,836 shares at December 31, 2025

Treasury stock, cost basis, 3,349,887 shares at June 30, 2026 and 2,393,836 shares at December 31, 2025

( 112,372 ) ( 103,021 )

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CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

Three Months Ended March 31, 2026 and 2025

Three and Six Months Ended June 30, 2026 and 2025

(in thousands, except share information)

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Shares Amount

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

Balance at March 31, 2026 167,765,721 $ 1,678 $ 4,548,592 $ ( 4,577,639 ) $ ( 112,319 ) $ ( 5,074 ) $ ( 144,762 )

Stock-based compensation — — 8,089 — — — 8,089

4 unchanged sentences

— — — ( 53,387 ) — — ( 53,387 )

Balance at June 30, 2026 168,165,416 $ 1,682 $ 4,558,457 $ ( 4,631,026 ) $ ( 112,372 ) $ ( 7,448 ) $ ( 190,707 )

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

Stock-based compensation — — 9,214 — — — 9,214

Stock issued under incentive programs 268,951 3 130 — ( 521 ) — ( 388 )

Unrealized loss on available-for-sale marketable securities — — — — — ( 139 ) ( 139 )

Foreign currency translation adjustment — — — — — ( 1,927 ) ( 1,927 )

Net income — — — 106,508 — — 106,508

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

Common Stock Additional

Capital Accumulated

Deficit Treasury

Stock Accumulated Other

Comprehensive

Income (Loss) Total Stockholders'

Equity (Deficit)

Shares Amount

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

1 unchanged sentence

Stock issued under incentive programs 3,195,643 32 2,888 — ( 9,351 ) — ( 6,431 )

Unrealized loss on available-for-sale marketable securities — — — — — ( 2,064 ) ( 2,064 )

Foreign currency translation adjustment — — — — — ( 7,394 ) ( 7,394 )

Net loss — — — ( 62,878 ) — — ( 62,878 )

Balance at June 30, 2026 168,165,416 $ 1,682 $ 4,558,457 $ ( 4,631,026 ) $ ( 112,372 ) $ ( 7,448 ) $ ( 190,707 )

Balance at December 31, 2024 161,942,677 $ 1,619 $ 4,501,403 $ ( 5,008,450 ) $ ( 95,854 ) $ ( 22,559 ) $ ( 623,841 )

Stock-based compensation — — 19,499 — — — 19,499

Stock issued under incentive programs 2,532,660 26 1,291 — ( 6,605 ) — ( 5,288 )

Unrealized gain on available-for-sale marketable securities

2 unchanged sentences

Net income — — — 625,154 — — 625,154

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

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

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

NOVAVAX, INC.

1 unchanged sentence

(in thousands)

Three Months Ended March 31,

Six Months Ended June 30,

Operating Activities:

4 unchanged sentences

Provision for excess and obsolete inventory 1,597 1,379

Impairment of long-lived assets 266 —

Other items, net ( 7,618 ) 5,031

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Proceeds from maturities of marketable securities 264,464 154,625

Net cash used in investing activities ( 28,361 ) ( 73,319 )

Net cash provided by investing activities 6,536 37,779

Financing Activities:

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Cash, cash equivalents, and restricted cash at end of period $ 196,040 $ 268,982

Supplemental disclosure of non-cash activities:

Right-of-use assets from new lease agreements $ 2,335 $ —

Capital expenditures included in accounts payable and accrued expenses $ — $ 81

Supplemental disclosure of cash flow information:

4 unchanged sentences

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2026

June 30, 2026

Note 1 – Organization and Business

2 unchanged sentences

The Company’s corporate growth strategy is designed to deliver value via three key strategic pillars:

partnering its technology, capital-efficient R&D innovation, and a lean and efficient operating model supporting our efforts.

partnering its technology, capital-efficient R&D innovation, and a lean and efficient operating model supporting its efforts.

This includes maximizing the impact of its cutting-edge technology through existing partnerships for commercial marketed products (Nuvaxovid™, R21/Matrix-M™), and by forging new partnerships for its Matrix technology and research and development (R&D) assets.

All references to “Nuvaxovid TM ” 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 Nuvaxovid™ COVID-19 Vaccine for the 2025-2026 vaccination season.

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

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All intercompany accounts and transactions have been eliminated in consolidation.

The aggregate foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency were a $ 4.2 million gain, and a $ 12.6 million loss for the three months ended March 31, 2026 and 2025, respectively, which are reflected in Other income, net.

The aggregate foreign currency transaction gains and losses resulting from the conversion of the transaction currency to functional currency were a $ 1.9 million and $ 4.7 million gain, and a $ 6.1 million gain and $ 1.9 million loss for the three and six months ended June 30, 2026 and 2025, respectively, which are reflected in Other income, net.

The accompanying unaudited consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2025.

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

As of March 31, 2026, the Company had total cash and cash equivalents, restricted cash, and marketable securities of $ 794.9 million, comprised of $ 228.4 million in cash and cash equivalents, $ 4.6 million in restricted cash, and $ 562.0 million in

marketable securities, and working capital of $ 508.4 million.

During the three months ended March 31, 2026, the Company recognized a net loss of $ 9.5 million and had net cash flows used in operating activities of $ 32.4 million.

As of June 30, 2026, the Company had total cash and cash equivalents, restricted cash, and marketable securities of $ 723.9 million, comprised of $ 191.5 million in cash and cash equivalents, $ 4.6 million in restricted cash, and $ 527.9 million in marketable securities, and working capital of $ 440.5 million.

During the six months ended June 30, 2026, the Company recognized a net loss of $ 62.9 million and had net cash flows used in operating activities of $ 105.2 million.

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

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

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

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

Early adoption is permitted.

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In September 2025, the FASB issued ASU 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract (“ASU 2025-07”).

The guidance in ASU 2025-07 expands the scope exceptions within ASC Topic 815, Derivatives and Hedging , to include certain non exchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract, including

research and development funding arrangements.

The standard is effective for annual fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2026, with early adoption permitted.

Entities should apply the amendments either prospectively for contracts entered into on or after the date of adoption or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings for contracts that exist as of the beginning of the annual reporting period of adoption.

of the beginning of the annual reporting period of adoption.

The Company adopted ASU 2025-07 prospectively during the interim period ended March 31, 2026.

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Losses Fair Value Amortized

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Total marketable securities $ 529,212 $ — $ ( 1,330 ) $ 527,882 $ 493,716 $ 736 $ ( 2 ) $ 494,450

As of March 31, 2026, marketable securities were comprised of $ 232.7 million of treasury securities, of which $ 121.2 million mature in 2026, $ 91.6 million mature in 2027, and $ 19.9 million mature in 2028;

As of June 30, 2026, marketable securities were comprised of $ 217.7 million of treasury securities, of which $ 77.1 million mature in 2026, $ 91.2 million mature in 2027, and $ 49.4 million mature in 2028;

$ 267.6 million of corporate debt securities, of which $ 145.6 million mature in 2026 and $ 122.1 million mature in 2027;

and $ 32.5 million of agency securities that mature in 2027.

and $ 42.5 million of agency securities, of which $ 32.5 million mature in 2026 and $ 10.0 million that mature in 2027.

As of December 31, 2025, marketable securities were comprised of $ 220.3 million of treasury securities, of which $ 162.4 million mature in 2026 and $ 57.9 million mature in 2027;

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and $ 14.0 million in agency securities that mature in 2027.

Marketable securities are classified as Current assets in the Company’s Consolidated balance sheet as of March 31, 2026 and December 31, 2025.

During the three months ended March 31, 2026 and 2025, the Company recognized interest income of $ 7.1 million and $ 8.0 million, respectively, from its marketable securities.

Marketable securities are classified as Current assets in the Company’s Consolidated balance sheet as of June 30, 2026 and December 31, 2025.

During the three and six months ended June 30, 2026, the Company recognized interest income of $ 6.9 million and $ 14.0 million, respectively, from its marketable securities.

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

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

Based on the Company’s policy under the expected credit loss model, including an assessment of the investment portfolio as of March 31, 2026 and 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 March 31, 2026, the Company does not have the intent to sell its marketable securities with an unrealized loss position, and it is more likely than not that the Company will not be required to sell these investments before their anticipated recovery of amortized cost bases, which may be at maturity.

As of March 31, 2026 and December 31, 2025, the Company held no securities that were in an unrealized loss position for more than 12 months.

Based on the Company’s policy under the expected credit loss model, including an assessment of the investment portfolio as of June 30, 2026 and 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 June 30, 2026, the Company does not have the intent to sell its marketable securities with an unrealized loss position, and it is more likely than not that the Company will not be required to sell these investments before their anticipated recovery of amortized cost bases, which may be at maturity.

As of June 30, 2026 and December 31, 2025, the Company held no securities that were in an unrealized loss position for more than 12 months.

Note 4– Fair Value Measurements

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

Fair Value at March 31, 2026 Fair Value at December 31, 2025

Fair Value at June 30, 2026 Fair Value at December 31, 2025

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

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Total convertible notes payable $ — $ 308,179 $ — $ — $ 250,280 $ —

(1) Classified as cash and cash equivalents as of March 31, 2026 and December 31, 2025, respectively, on the consolidated balance sheets.

(2) Includes $ 14.9 million classified as Cash and cash equivalents as of March 31, 2026, on the consolidated balance sheets.

(3) Classified as Long-term debt as of March 31, 2026 and December 31, 2025, respectively, on the consolidated balance sheets.

(1) Classified as cash and cash equivalents as of June 30, 2026 and December 31, 2025, respectively, on the consolidated balance sheets.

(2) Includes $ 9.5 million classified as Cash and cash equivalents as of June 30, 2026, on the consolidated balance sheets.

(3) Classified as Long-term debt as of June 30, 2026 and December 31, 2025, 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.

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 three months ended March 31, 2026 and 2025, the Company did not have any transfers between levels.

During the three months ended March 31, 2026, the Company entered into a Credit, Security, and Guaranty Agreement (the “Credit Agreement”) with MidCap Financial Trust, which provides for a senior secured term loan facility of up to $ 330.0 million, of which $ 50.0 million was funded at closing (see Note 11).

Since the term loan was recently issued at market terms and bears interest at a variable rate based on the one-month Secured Overnight Financing Rate plus 5.00 %, its funded amount of $ 50.0 million approximates its fair value as of March 31, 2026.

During the six months ended June 30, 2026 and 2025, the Company did not have any transfers between levels.

During the six months ended June 30, 2026, the Company entered into a Credit, Security, and Guaranty Agreement (the “Credit Agreement”) with MidCap Financial Trust, which provides for a senior secured term loan facility of up to $ 330.0 million, of which $ 50.0 million was funded at closing (see Note 11).

Since the term loan was issued at market terms and bears interest at a variable rate based on the one-month Secured Overnight Financing Rate plus 5.00 %, its funded amount of $ 50.0 million approximates its fair value as of June 30, 2026.

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

Note 5 – Revenue

The Company's accounts receivable included $ 19.1 million and $ 95.6 million related to amounts that were billed to customers and $ 4.2 million and $ 10.8 million related to amounts which had not yet been billed to customers as of March 31, 2026 and December 31, 2025, respectively.

There was no allowance for credit losses recorded during the three months ended March 31, 2026 or 2025.

The Company's accounts receivable included $ 14.7 million and $ 95.6 million related to amounts that were billed to customers and $ 4.1 million and $ 10.8 million related to amounts which had not yet been billed to customers as of June 30, 2026 and December 31, 2025, respectively.

There was no allowance for credit losses recorded during the six months ended June 30,

2026 or 2025.

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

During the three months ended March 31, 2026 and 2025, changes in the Company’s deferred revenue balance were as follows (in thousands):

During the six months ended June 30, 2026 and 2025, changes in the Company’s deferred revenue balance were as follows (in thousands):

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

Deferred revenue (1) :

Three Months Ended March 31, 2026 498,996 13,550 ( 64,501 ) 448,045

Three Months Ended March 31, 2025 1,121,886 — ( 603,995 ) 517,891

Six Months Ended June 30, 2026 498,996 30,518 ( 86,182 ) 443,332

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

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

During the three months ended March 31, 2026, deductions include $ 44.5 million related to revenue recognized for R&D transition services that support further regulatory approval and development of the COVID-19 Vaccine (“Sanofi Transition Services”) and supply sales with Sanofi;

During the six months ended June 30, 2026, deductions include $ 66.1 million related to revenue recognized for R&D transition services that support further regulatory approval and development of the COVID-19 Vaccine (“Sanofi Transition Services”) and supply sales with Sanofi;

$ 10.3 million of Licensing, royalties, and other revenue from other partners;

and $ 9.8 million of Nuvaxovid™ sales.

During the three months ended March 31, 2025, deductions include $ 555.7 million related to the Canada Advanced Purchase Agreement (“APA”) termination.

As of March 31, 2026, 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 $ 0.4 billion is included in Deferred revenue.

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

As of June 30, 2026, 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 $ 0.4 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.

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

As of March 31, 2026, the remaining amounts included on the Company’s consolidated balance sheet were $ 225.0 million in non-current Deferred revenue for the additional credit that may be applied against future qualifying sales, $ 80.0 million in Other current liabilities, and $ 160.0 million in Other non-current liabilities.

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

As of June 30, 2026, the remaining amounts included on the Company’s consolidated balance sheet were $ 225.0 million in non-current Deferred revenue for the additional credit that may be applied against future qualifying sales, $ 80.0 million in Other current liabilities, and $ 145.0 million in Other non-current liabilities.

In addition, the Company and Gavi entered into a security agreement pursuant to which Novavax granted Gavi a security interest in accounts receivable from SII

under the SII R21 Agreement (see Note 6), which will continue for the deferred payment term of the Gavi Settlement Agreement.

Product Sales

During the three months ended March 31, 2026 and 2025, the categories of Product sales were as follows (in thousands):

During the three and six months ended June 30, 2026 and 2025, the categories of Product sales were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Product sales

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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 March 31, 2026, $ 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 Therapeutic Goods Administration.

The parties are in ongoing discussions regarding 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.

As of June 30, 2026, $ 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.

Under the terms of the Australia APA, regulatory approval, which the Company believes can be achieved through multiple regulatory pathways, is required on or before certain deadlines.

The Company believes such requirements can be satisfied by either (i) TGA approval of Nuvaxovid, or (ii) by TGA approval of a special access importation into the Australian market.

The Company has been pursuing a special access importation approval from the TGA to help ensure our supply is available for Australia.

The Company is awaiting a final decision on the outcome of its application for special importation.

In light of these developments, if the Company is unable to receive regulatory approval by either means, the Company may seek alternatives to continued performance under the agreement.

Licensing, Royalties, and Other

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and sales-based royalties.

Licensing, royalties, and other by license partner for the three months ended March 31, 2026 and 2025 were as follows (in thousands):

Licensing, royalties, and other by license partner for the three and six months ended June 30, 2026 and 2025 were as follows (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Licensing, royalties, and other

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Pfizer — — 30,000 —

Takeda 215 27,212 950 27,212

Serum 1,823 1,892 9,189 6,548

Other partners (1)

38 — 10,353 —

Total licensing, royalties, and other revenue $ 37,844 $ 228,516 $ 135,158 $ 273,493

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

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

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Sanofi licensing, royalties, and other revenue

Milestones $ — $ 175,000 $ — 175,000

Royalties 676 — 4,195 —

Transition services and technology transfer:

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Milestones amortization (1)

3,762 5,665 9,313 14,808

Cost reimbursements

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

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Takeda licensing, royalties, and other revenue

Upfront fee (1)

$ — $ 18,500 $ — $ 18,500

Milestones — 3,434 — 3,434

Royalties ( 50 ) 5,000 611 5,000

Support services 265 278 339 278

Tota Total Takeda licensing, royalties, and other revenue

$ 215 $ 27,212 $ 950 $ 27,212

(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.

Note 6 – Collaboration, License, and Supply Agreements

As of March 31, 2026, the Company’s material collaborations, license, and supply agreements were as follows:

As of June 30, 2026, 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.

Beginning in 2025 and continuing during the term of the Sanofi CLA, the Company and Sanofi have commercialized the COVID-19 Vaccine worldwide in accordance with a commercialization plan agreed by the parties, under which Novavax continues 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.

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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™ adjuvant intermediary components for Sanofi’s use

and is eligible for reimbursement of such costs from Sanofi.

Until the successful completion of such transfer, the Company will supply Sanofi with both COVID-19 Vaccine products and Matrix-M ® adjuvant 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.

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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 three month period ended March 31, 2026, the Company recognized $ 3.5 million of royalties on Sanofi sales of COVID-19 Vaccine products.

During the three and six month period ended June 30, 2026, the Company recognized $ 0.7 million and $ 4.2 million of royalties on Sanofi sales of COVID-19 Vaccine products, respectively.

The Company is eligible to receive milestone payments totaling up to $ 350 million in the aggregate with respect to the CIC Products and this total amount is outstanding.

The Company is eligible to receive a $ 125 million milestone payment upon achievement of initiation of a Sanofi CIC Product Phase 3 trial and a $ 225 million CIC Product-related launch milestone.

The Company is eligible to receive a $ 125 million milestone payment upon initiation of a Sanofi CIC Product Phase 3 trial and a $ 225 million CIC Product-related launch milestone.

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

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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 three month period ended March 31, 2026 and March 31, 2025 was $ 45.4 million and $ 40.3 million, respectively.

The Company’s consolidated balance sheet as of March 31, 2026 includes a deferred revenue balance of $ 4.7 million ($ 2.2 million included in Deferred revenue, current portion and $ 2.5 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 $ 6.1 million for the three month period ended March 31, 2026.

Revenue recognized related to Sanofi Transition Services and Sanofi Technology Transfer for the three and six month period ended June 30, 2026 was $ 35.1 million and $ 80.5 million, respectively.

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

The Company’s consolidated balance sheet as of June 30, 2026 includes an unbilled revenue balance of $ 0.9 million 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 $ 10.8 million and $ 15.4 million for the three and six month periods ended June 30, 2026, respectively.

These changes in estimates resulted from changes in total expected costs and changes to estimates of variable consideration from expected cost reimbursements.

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

The Company recognized $ 0.9 million of amortization expense related to the asset in Selling, general, and administrative expense for the three months ended March 31, 2026 and March 31, 2025.

As of March 31, 2026, $ 1.4 million of these costs remain to be amortized.

The Company recognized $ 0.9 million and $ 1.8 million of amortization expense related to the asset in Selling, general, and administrative expense for the three and six months ended June 30, 2026 and June 30, 2025, respectively.

As of June 30, 2026, $ 0.5 million of these costs remain to be amortized.

In January 2026, the Company entered into a License and Option Agreement with Pfizer Inc.

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

During the three months ended March 31, 2026, the Company recognized $ 0.7 million of royalty revenue and $ 0.1 million for Takeda Support Services.

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 CIC vaccine candidate.

13 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Net income (loss), basic $ ( 53,387 ) $ 106,508 $ ( 62,878 ) $ 625,154

9 unchanged sentences

Note 8 – Cash, Cash Equivalents, and Restricted Cash

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

March 31, 2026 December 31, 2025

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

June 30, 2026 December 31, 2025

Cash and cash equivalents $ 191,458 $ 240,634

2 unchanged sentences

Cash, cash equivalents, and restricted cash $ 196,040 $ 256,052

(1) Classified as Other non-current assets as of March 31, 2026 and December 31, 2025.

(1) Classified as Other non-current assets as of June 30, 2026 and December 31, 2025.

Note 9 – Inventory

Inventory consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Raw materials $ 2,602 $ 2,612

3 unchanged sentences

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

For the three months ended March 31, 2026, there were no inventory write-downs and $ 4.2 million of losses on firm purchase commitments.

For the three months ended March 31, 2025, inventory write-downs were $ 0.3 million.

There were no losses on firm purchase commitments during the three months ended March 31, 2025.

During the three and six months ended June 30, 2026, the Company recorded inventory write-downs of $ 1.6 million.

During the three months ended June 30, 2026, the Company recognized no losses on firm purchase commitments.

During the six months ended June 30, 2026, the Company recognized $ 4.2 million of losses on firm purchase commitments.

During the three and six months ended June 30, 2025, the Company recorded $ 1.1 million and $ 1.4 million, respectively, of inventory write-downs and recognized no losses on firm purchase commitments.

Note 10 – Goodwill

The Company has one reporting unit, which had a negative carrying value as of March 31, 2026 and December 31, 2025.

No goodwill impairment was identified for the period ended March 31, 2026.

The change in the carrying amounts of goodwill for the three months ended March 31, 2026 was as follows (in thousands):

The Company has one reporting unit, which had a negative carrying value as of June 30, 2026 and December 31, 2025.

No goodwill impairment was identified for the period ended June 30, 2026.

The change in the carrying amounts of goodwill for the six months ended June 30, 2026 was as follows (in thousands):

Balance at December 31, 2025 $ 113,462

Currency translation adjustments ( 920 )

Balance at March 31, 2026 $ 112,888

Balance at June 30, 2026 $ 112,542

Note 11 – Long-Term Debt

Total Long-term debt consisted of the following (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

5.00 % Convertible Senior Notes due 2027

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Total long-term debt $ 291,490 $ 244,213

As of March 31, 2026 and December 31, 2025, the effective interest rate on the Convertible Senior Notes due 2027 and the Convertible Senior Notes due 2031 were 6.2 % and 5.3 %, respectively.

As of March 31, 2026, the effective interest rate on the Credit Agreement was 11.0 %.

As of June 30, 2026 and December 31, 2025, the effective interest rate on the Convertible Senior Notes due 2027 and the Convertible Senior Notes due 2031 were 6.2 % and 5.3 %, respectively.

As of June 30, 2026, the effective interest rate on the Credit Agreement was 11.0 %.

The interest expense incurred in connection with Long-term debt consisted of the following (in thousands):

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Coupon interest on Convertible Senior Notes $ 2,933 $ 2,192 $ 5,866 $ 4,384

Interest on Credit Agreement

1,093 — 1,515 —

Amortization of debt issuance costs for Convertible Senior Notes 322 442 643 884

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Borrowings under the Credit Agreement bear interest, payable monthly in arrears, at a rate per annum equal to the one-month Secured Overnight Financing Rate (“Term SOFR”) plus 5.00 %, subject to a Term SOFR floor of 2.00 %.

As of March 31, 2026, the Credit Agreement interest rate was 8.7 %.

As of June 30, 2026, the Credit Agreement interest rate was 8.6 %.

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

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Any repayment of the term loan is subject to a 2.75 % exit fee payable on the maturity date or earlier date through voluntary or mandatory prepayment, which is being accrued for over the term of the Credit Agreement.

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 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 is 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 is 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.

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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.

As of March 31, 2026, the Company was in compliance with all covenants under the Credit Agreement.

As of June 30, 2026, the Company was in compliance with all covenants under the Credit Agreement.

The initial Agent, Lenders, and other issuance costs related to Credit Agreement and the funded amount at closing were recorded as a reduction to the term loan on the consolidated balance sheet.

2 unchanged sentences

In August 2023, the Company entered into an At Market Issuance Sales Agreement (the “August 2023 Sales Agreement”), which allowed it to issue and sell up to $ 500 million in gross proceeds of shares of its common stock pursuant to a registration statement on Form S-3 (the “Shelf Registration Statement”), and terminated its then-existing At Market Issuance Sales agreement entered in June 2021.

No sales were recorded under the August 2023 Sales Agreement during the three months ended March 31, 2026 and 2025.

The Shelf Registration Statement expired in February 2026, and no future sales will be made under the August 2023 Sales Agreement.

The Shelf Registration Statement expired in February 2026, terminating the August 2023 Sales Agreement.

No sales were recorded under the August 2023 Sales Agreement during the six months ended June 30, 2026, prior to its expiration.

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

Note 13 – Stock-Based Compensation

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

As of March 31, 2026, there were 0.2 million shares available for issuance under the 2023 Inducement Plan.

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

As of June 30, 2026, there were 0.2 million shares available for issuance under the 2023 Inducement Plan.

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

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 will expire on April 19, 2034.

As of March 31, 2026, there were 2.4 million shares available for issuance under the 2015 Plan.

As of June 30, 2026, there were 12.1 million shares available for issuance under the 2015 Plan.

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

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Cost of sales $ 234 $ 382 $ 429 $ 907

2 unchanged sentences

Total stock-based compensation expense $ 8,089 $ 9,214 $ 15,813 $ 19,499

During the three months ended March 31, 2026 and 2025 ther e was no stock-based compensation expense capitalized into inventory.

As of March 31, 2026, there was approximately $ 74 million of total unrecognized compensation expense related to unvested stock options, SARs, RSUs, and the Company’s Employee Stock Purchase Plan (“ESPP”).

During the three and six months ended June 30, 2026 and 2025 ther e was no stock-based compensation expense capitalized into inventory.

As of June 30, 2026, there was approximately $ 65 million of total unrecognized compensation expense related to unvested stock options, SARs, RSUs, and the Company’s 2013 Amended and Restated Employee Stock Purchase Plan (as previously amended and restated, the “ESPP”).

This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of approximately 1.5 years and will be allocated between cost of sales, research and development, and general and administrative expenses accordingly.

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

The aggregate intrinsic value represents the total intrinsic value (the difference between the Company’s closing stock price on the last trading day of the period and the exercise price, multiplied by the number of in-the-money stock options and SARs) that would have been received by the holders had all stock option and SAR holders exercised their stock options and SARs on March 31, 2026.

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

The aggregate intrinsic value of stock options and SARs exercises and vesting of RSUs for the three months ended March 31, 2026 and 2025 was approximately $ 24 million and $ 16 million, respectively.

The aggregate intrinsic value of stock options and SARs exercises and vesting of RSUs for the six months ended June 30, 2026 and 2025 was approximately $ 27 million and $ 18 million, respectively.

Stock Options and Stock Appreciation Rights

The following is a summary of stock options and SAR’s activity under the 2023 Inducement Plan and 2015 Plan for the three months ended March 31, 2026:

The following is a summary of stock options and SAR’s activity under the 2023 Inducement Plan and 2015 Plan for the six months ended June 30, 2026:

2023 Inducement Plan 2015 Plan

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Canceled ( 42,767 ) 9.01 ( 500,121 ) 21.36

Outstanding at March 31, 2026 444,183 $ 10.65 6,881,251 $ 16.29

Shares exercisable at March 31, 2026 342,568 $ 10.65 2,828,566 $ 27.26

Outstanding at June 30, 2026 422,800 $ 10.67 6,701,346 $ 15.95

Shares exercisable at June 30, 2026 347,611 $ 10.75 2,823,836 $ 25.77

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Weighted average Black-Scholes fair value of stock options granted $ 6.98 $ 5.65 $ 6.62

4 unchanged sentences

98.1 % - 121.7 %

89.6 %- 110.2 %

98.1 %- 121.7 %

Expected term (in years) 3.8 - 6.6

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs outstanding under the 2023 Inducement Plan and 2015 Plan as of March 31, 2026 was $ 4.0 million and 7.9 years , respectively.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs exercisable under the 2023 Inducement Plan and 2015 Plan as of March 31, 2026 was $ 2.1 million and 6.2 years , respectively.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs outstanding under the 2023 Inducement Plan and 2015 Plan as of June 30, 2026 was $ 8.2 million and 7.8 years , respectively.

The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs exercisable under the 2023 Inducement Plan and 2015 Plan as of June 30, 2026 was $ 4.4 million and 6.4 years , respectively.

Restricted Stock Units

The following is a summary of RSU activity for the three months ended March 31, 2026:

The following is a summary of RSU activity for the six months ended June 30, 2026:

2023 Inducement Plan 2015 Plan

6 unchanged sentences

Forfeited ( 28,513 ) 9.01 ( 825,458 ) 8.27

Outstanding and unvested at March 31, 2026 18,533 $ 9.05 6,112,674 $ 8.49

Outstanding and unvested at June 30, 2026 18,533 $ 9.05 5,646,217 $ 8.58

Employee Stock Purchase Plan

2 unchanged sentences

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

As of March 31, 2026, there were 0.4 million shares available for issuance under the ESPP.

As of June 30, 2026, there were 1.4 million shares available for issuance under the ESPP.

Note 14 – Income Taxes

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

Significant pieces of objective evidence evaluated by the Company were the cumulative loss incurred over the three-year period ended March 31, 2026 and that the Company has historically generated pretax losses.

Significant pieces of objective evidence evaluated by the Company were the cumulative loss incurred over the three-year period ended June 30, 2026 and that the Company has historically generated pretax losses.

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

On the basis of this evaluation, as of March 31, 2026, the Company continued to maintain a full valuation allowance against its deferred tax assets, except to the extent Net Operating Losses (“NOLs”) have been used to reduce taxable income.

During the three months ended March 31, 2026 and 2025, the Company recognized $ 1.0 million and $ 1.2 million, respectively, which consists of foreign income tax and foreign withholding tax expense.

On the basis of this evaluation, as of June 30, 2026, the Company continued to maintain a full valuation allowance against its deferred tax assets, except to the extent Net Operating Losses (“NOLs”) have been used to reduce taxable income.

During the three and six months ended June 30, 2026 and 2025, the Company recognized income tax expense of $ 1.7 million and $ 0.9 million, and $ 2.7 million and $ 2.1 million, respectively, which consists of federal, state, and foreign income tax and foreign withholding tax expense.

Note 15 – Commitments and Contingencies

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Note 16 – Restructuring

During the three months ended March 31, 2026, the Company continued its global restructuring and cost reduction efforts that were initially announced in May 2023 (the 2023 plan combined with subsequent period efforts is referred to as the “Restructuring Plan”).

During the three and six months ended June 30, 2026, the Company continued its global restructuring and cost reduction efforts that were initially announced in May 2023 (the 2023 plan combined with subsequent cost reduction plans are collectively referred to as the “Restructuring Plan”).

During the three months ended March 31, 2026, the Company completed the assignment of its leasehold interest in 700 Quince Orchard, Gaithersburg, Maryland (“700QO”) and sale of certain related property and equipment, classified as held for sale as of December 31, 2025, and received $ 39.8 million of the remaining consideration from AstraZeneca.

2 unchanged sentences

No additional impairment adjustments were recorded as a result of the closing of this transaction.

As of June 30, 2026, the Company continues to evaluate its real estate portfolio and other long-lived assets to optimize its footprint, reduce costs, and align its physical spaces with business needs as part of its ongoing effort to improve operational efficiency and enhance long-term financial performance.

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

While no triggering events have occurred as of June 30, 2026, the Company continues to evaluate options and will perform impairment tests if such indicators arise in future periods.

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

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

Severance and employee benefit costs $ 1,969 $ 4,218 7,065 4,723

2 unchanged sentences

$ 4,077 $ 4,566 $ 9,439 $ 5,071

(1) Restructuring charges of $ 3.8 million and $ 1.6 million are included in Research and development and Selling, general, and administrative expenses, respectively, in the Consolidated Statements of Operations for the three months ended March 31, 2026.

Restructuring charges of $ 0.5 million are included in Selling, general, and administrative expenses in the Consolidated Statements of Operations for the three months ended March 31, 2025.

(1) Restructuring charges of $ 2.9 million and $ 1.2 million are included in Research and development and Selling, general, and administrative expenses, respectively, for the three months ended June 30, 2026, and restructuring charges of $ 1.6 million and $ 3.0 million are included in Research and development and Selling, general, and administrative expenses, respectively, for the three months ended June 30, 2025.

Restructuring charges of $ 6.7 million and $ 2.7 million are included in Research and development and Selling, general, and administrative expenses, respectively, for the six months ended June 30, 2026, and restructuring charges of $ 1.6 million and $ 3.5 million are included in Research and development and Selling, general, and administrative expenses, respectively, for the six months ended June 30, 2025.

Severance and employee benefit costs

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

The 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 as of March 31, 2026 (in thousands):

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 as of June 30, 2026 (in thousands):

Balance at December 31, 2025 $ 670

1 unchanged sentence

Cash payments

Balance at March 31, 2026 $ 5,007

Balance at June 30, 2026 $ 769

Impairment of long-lived assets

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

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

During the three months ended March 31, 2026, the Company recorded an impairment charge of $ 0.3 million, related to the impairment of some laboratory equipment.

No impairment charge was recorded during the three months ended March 31, 2025.

In connection with the Restructuring Plan, the Company performed an impairment evaluation of its applicable long-lived assets, which is subject to judgment and actual results may vary from the estimates, resulting in potential future adjustments to amounts recorded.

During the three and six months ended June 30, 2026, the Company recorded impairment charges of $ 2.1 million and $ 2.4 million, respectively, related to the impairment of laboratory equipment.

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

Note 17 – Segment Reporting

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2026 2025

$ 56,698 $ 239,240 $ 196,212 $ 905,895

Cost of sales

2 unchanged sentences

Direct COVID-19 Vaccine (1)

20,073 13,077 54,328 28,824

Direct CIC and influenza vaccines 703 7,117 3,556 19,621

Direct other vaccine development programs (1)

3,129 842 5,393 997

Employee and benefit expenses

5 unchanged sentences

Other segment income (expense) (3)

1,519 5,438 7,458 8,570

Net income (loss)

6 unchanged sentences

Three Months Ended

June 30, Six Months Ended

2026 2025 2025 2024

United States

$ 38,437 $ 198,183 $ 134,530 $ 237,593

— — — 575,670

Europe 1,118 3,627 21,264 11,712

4 unchanged sentences

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

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

United States $ 52,182 $ 60,682

3 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements