NOVAVAX INC 10-Q

Item 5. Other Information The information set forth below is included for the purpose of providing disclosure under Item 5.02 – “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K . 42 At the Company’s Annual Meeting of Stockholders held on June 18, 2026, the Company’s stockholders of record at the close of business on April 23, 2026 approved: An amendment and restatement of the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended (such amendment and restatement, the “Amended 2015 Stock Plan”), to increase the number of shares of Common Stock available for issuance thereunder (including pursuant to the exercise of incentive stock options) by 9,400,000 shares of Common Stock to a maximum of 36,870,000 shares; and An amendment and restatement of the Company’s 2013 Employee Stock Purchase Plan, as amended (such amendment and restatement, the “Amended ESPP”), to increase the number of shares of Common Stock available for issuance thereunder by 1,000,000 shares, such that the number of shares available for issuance is the lesser of (a) 3,375,888 shares of Common Stock increased on January 1 of each year by 5% of the share pool and (b) 4,820,564 shares of Common Stock. The Amended 2015 Stock Plan and Amended ESPP were each adopted by the Company’s board of directors on April 22, 2026, and became effective upon stockholder approval at such Annual Meeting. Descriptions of the Amended 2015 Stock Plan and Amended ESPP were included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2026 and are incorporated herein by reference. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 2015 Stock Plan and Amended ESPP, as applicable, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Quarterly Report and incorporated herein by reference. Insider Trading Arrangements During the three months ended June 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated a “Rule 10b5 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K. 43 Item 6. Exhibits 3.1 Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed on August 10, 2015 (File No. 000-26770)) 3.2 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on May 9, 2019 (File No. 000-26770)) 3.3 Amended and Restated By-Laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 22, 2024 (File No. 000-26770)) 3.4 Certificate of Designation of Series A Convertible Preferred Stock of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 19, 2020 (File No. 000- 26770)) 4.3 Form of Exchange and Subscription Agreement (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed August 21, 2025 (File No. 000- 26770)) 10.1 Amended and Restated Novavax, Inc. 2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on April 27, 2026 in connection with the Annual Meeting held on June 18, 2026 (File No. 000-26770)) 10.2 Amended and Restated Novavax, Inc. 2015 Stock Incentive Plan (Incorporated by reference to Appendix A of the Company’s Definitive Proxy Statement filed on April 27, 2026 in connection with the Annual Meeting held on June 18, 2026 (File No. 000-26770)) 31.1 * Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(e) of the Securities Exchange Act 31.2 * Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(e) of the Securities Exchange Act 32.1 ** Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2 ** Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101 The following financial information from our Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Operations for the three and six-month ended June 30, 2026 and 2025, (ii) the Consolidated Statements of Comprehensive Income (Loss) for the three and six-month periods ended June 30, 2026 and 2025, (iii) the Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (iv) the Consolidated Statements of Changes in Stockholders’ Equity (Deficit) for the three and six-month ended June 30, 2026 and 2025, (v) the Consolidated Statements of Cash Flows for the six-month ended June 30, 2026 and 2025, and (vi) the Notes to the Consolidated Financial Statements. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). _______________________________ * Filed herewith. ** Furnished herewith. 44 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. NOVAVAX, INC. Date: August 6, 2026 By: /s/ John C. Jacobs John C. Jacobs President and Chief Executive Officer (Principal Executive Officer) Date: August 6, 2026 By: /s/ James P. Kelly James P. Kelly Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) 45