NOVAVAX INC 10-Q

Item 1. Financial Statements 1 Table of Contents NOVAVAX, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information) (unaudited) For the Three Months Ended March 31, 2026 2025 Revenue: Product sales $ 42,200 $ 621,678 Licensing, royalties, and other 97,314 44,977 Total revenue 139,514 666,655 Expenses: Cost of sales 30,695 14,115 Research and development 95,472 88,937 Selling, general, and administrative 28,777 48,090 Total expenses 154,944 151,142 Income (loss) from operations ( 15,430 ) 515,513 Other income (expense): Interest expense ( 4,901 ) ( 5,723 ) Other income, net 11,825 10,056 Income (loss) before income tax expense ( 8,506 ) 519,846 Income tax expense 985 1,200 Net income (loss) $ ( 9,491 ) $ 518,646 Net income (loss) per share: Basic $ ( 0.06 ) $ 3.22 Diluted $ ( 0.06 ) $ 2.93 Weighted average number of common shares outstanding: Basic 163,276 161,049 Diluted 163,276 177,625 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (in thousands) (unaudited) For the Three Months Ended March 31, 2026 2025 Net income (loss) $ ( 9,491 ) $ 518,646 Other comprehensive income (loss): Net unrealized gain (loss) on available-for-sale marketable securities ( 1,447 ) 589 Foreign currency translation adjustment ( 5,637 ) 23,578 Other comprehensive income (loss) ( 7,084 ) 24,167 Comprehensive income (loss) $ ( 16,575 ) $ 542,813 The accompanying notes are an integral part of these financial statements. 2 Table of Contents NOVAVAX, INC. CONSOLIDATED BALANCE SHEETS (in thousands, except share and per share information) March 31, 2026 December 31, 2025 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 228,363 $ 240,634 Marketable securities 561,969 494,450 Restricted cash — 10,876 Accounts receivable 23,312 106,446 Inventory 11,458 11,545 Prepaid expenses and other current assets 25,714 26,815 Assets held for sale — 87,510 Total current assets 850,816 978,276 Property and equipment, net 42,149 44,800 Right-of-use asset, net 21,358 22,897 Goodwill 112,888 113,462 Other non-current assets 15,951 17,077 Total assets $ 1,043,162 $ 1,176,512 LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities: Accounts payable $ 16,101 $ 24,578 Accrued expenses 103,027 107,165 Deferred revenue 88,772 140,053 Current portion of finance lease liabilities 2,112 2,507 Other current liabilities 132,449 137,778 Liabilities held for sale — 47,869 Total current liabilities 342,461 459,950 Deferred revenue 359,273 358,943 Long-term debt 291,039 244,213 Non-current finance lease liabilities 1,907 2,091 Other non-current liabilities 193,244 239,068 Total liabilities 1,187,924 1,304,265 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 — — 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 1,678 1,650 Additional paid-in capital 4,548,592 4,539,756 Accumulated deficit ( 4,577,639 ) ( 4,568,148 ) Treasury stock, cost basis, 3,343,146 shares at March 31, 2026 and 2,393,836 shares at December 31, 2025 ( 112,319 ) ( 103,021 ) Accumulated other comprehensive income (loss) ( 5,074 ) 2,010 Total stockholders’ deficit ( 144,762 ) ( 127,753 ) Total liabilities and stockholders’ deficit $ 1,043,162 $ 1,176,512 The accompanying notes are an integral part of these financial statements. 3 NOVAVAX, INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT Three Months Ended March 31, 2026 and 2025 (in thousands, except share information) (unaudited) Common Stock Additional Paid-in Capital Accumulated Deficit Treasury Stock Accumulated Other Comprehensive Income (Loss) Total Stockholders' 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 ) Stock-based compensation — — 7,724 — — — 7,724 Stock issued under incentive programs 2,795,948 28 1,112 — ( 9,298 ) — ( 8,158 ) Unrealized loss on available-for-sale marketable securities — — — — — ( 1,447 ) ( 1,447 ) Foreign currency translation adjustment — — — — — ( 5,637 ) ( 5,637 ) Net loss — — — ( 9,491 ) — — ( 9,491 ) Balance at March 31, 2026 167,765,721 $ 1,678 $ 4,548,592 $ ( 4,577,639 ) $ ( 112,319 ) $ ( 5,074 ) $ ( 144,762 ) 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 — — 10,285 — — — 10,285 Stock issued under incentive programs 2,263,709 23 1,161 — ( 6,084 ) — ( 4,900 ) Unrealized gain on available-for-sale marketable securities — — — — — 589 589 Foreign currency translation adjustment — — — — — 23,578 23,578 Net income — — — 518,646 — — 518,646 Balance at March 31, 2025 164,206,386 $ 1,642 $ 4,512,849 $ ( 4,489,804 ) $ ( 101,938 ) $ 1,608 $ ( 75,643 ) 4 NOVAVAX, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands) (unaudited) Three Months Ended March 31, 2026 2025 Operating Activities: Net income (loss) $ ( 9,491 ) $ 518,646 Reconciliation of net income (loss) to net cash used in operating activities: Depreciation and amortization 3,062 8,340 Non-cash stock-based compensation 7,724 10,285 Provision for excess and obsolete inventory — 276 Impairment of long-lived assets 266 — Other items, net ( 8,972 ) 16,550 Changes in operating assets and liabilities: Inventory ( 226 ) 2,375 Accounts receivable, prepaid expenses, and other assets 86,243 73,867 Accounts payable, accrued expenses, and other liabilities ( 60,078 ) ( 211,846 ) Deferred revenue ( 50,951 ) ( 603,995 ) Net cash used in operating activities ( 32,423 ) ( 185,502 ) Investing Activities: Capital expenditures, including internal-use software ( 1,270 ) ( 1,595 ) Proceeds from assets held for sale 39,750 — Purchases of marketable securities ( 214,130 ) ( 114,724 ) Proceeds from maturities of marketable securities 147,289 43,000 Net cash used in investing activities ( 28,361 ) ( 73,319 ) Financing Activities: Proceeds from credit facility, net of issuance costs 46,411 — Net proceeds from the exercise of stock-based awards, net of tax withholding ( 8,158 ) ( 4,860 ) Finance lease payments ( 578 ) ( 2,201 ) Net cash provided by (used in) financing activities 37,675 ( 7,061 ) Effect of exchange rate on cash, cash equivalents, and restricted cash ( 18 ) ( 930 ) Net decrease in cash, cash equivalents, and restricted cash ( 23,127 ) ( 266,812 ) Cash, cash equivalents, and restricted cash at beginning of period 256,052 545,292 Cash, cash equivalents, and restricted cash at end of period $ 232,925 $ 278,480 Supplemental disclosure of cash flow information: Cash interest payments, net of amounts capitalized $ 6,294 $ 2,799 Cash paid for income taxes, net of refunds received $ 1,847 $ 1,499 The accompanying notes are an integral part of these financial statements. 5 NOVAVAX, INC. NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS March 31, 2026 (unaudited) Note 1 – Organization and Business Novavax, Inc. (“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 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. 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. Ltd. (“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 Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. The accompanying unaudited consolidated financial statements include all adjustments (consisting of normal recurring adjustments) that the Company considers necessary for a fair presentation of the financial position, operating results, comprehensive income (loss), changes in stockholders’ deficit, and cash flows for the periods presented. Although the Company believes that the disclosures in these unaudited consolidated financial statements are adequate to make the information presented not misleading, certain information and footnote information normally included in consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted as permitted under the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying unaudited consolidated financial statements include the accounts of Novavax, Inc. and its wholly owned subsidiaries. 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 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. Results for this or any interim period are not necessarily indicative of results for any future interim period or for the entire year. The Company operates in one business segment. Liquidity and Going Concern The accompanying unaudited 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 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 6 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. 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. Based on the Company’s current cash, cash equivalents, restricted cash, 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. Use of Estimates The preparation of the accompanying unaudited consolidated financial statements in conformity with 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 accompanying unaudited consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from those estimates. Recent Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-06, Disclosure Improvements (“ASU 2023-06”), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC's regulations. The effective date for each amendment in the ASU is the effective date that the SEC removes the disclosure requirement from its regulations. The 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 November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (“ASU 2024-03”). 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. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement on the Company’s consolidated financial statements and disclosures. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”). This standard is intended to improve the operability and application of guidance related to capitalized software development costs and becomes effective January 1, 2028. The Company is assessing the potential impact this ASU may have on the Company’s consolidated financial statements and disclosures upon adoption. In 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 ASU 2025-11 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. Adopted 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 7 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. The Company adopted ASU 2025-07 prospectively during the interim period ended March 31, 2026. The adoption did not have a significant impact on the Company’s consolidated financial statements and disclosures. Note 3 – Marketable Securities Marketable securities classified as available-for-sale comprised of (in thousands): March 31, 2026 December 31, 2025 Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Treasury securities $ 232,872 $ — $ ( 179 ) $ 232,693 $ 219,694 $ 605 $ — $ 220,299 Corporate debt securities 297,150 — ( 421 ) 296,729 260,023 131 — 260,154 Agency securities 32,660 — ( 113 ) 32,547 13,999 — ( 2 ) 13,997 Total marketable securities $ 562,682 $ — $ ( 713 ) $ 561,969 $ 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; $ 296.7 million of corporate debt securities, of which $ 197.4 million mature in 2026 and $ 99.3 million mature in 2027; and $ 32.5 million of agency securities 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; $ 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 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. 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. 8 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 Assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Money market funds (1) $ 112,862 $ — $ — $ 128,152 $ — $ — Government-backed securities (1) — 90,000 — — 90,000 — Treasury securities — 232,692 — 220,299 — Corporate debt securities (2) — 311,652 — — 260,154 — Agency securities 32,548 $ — — 13,997 — Total cash equivalents and marketable securities $ 112,862 $ 666,892 $ — $ 128,152 $ 584,450 $ — Liabilities 5.00 % Convertible notes due 2027 (3) $ — $ 29,351 $ — $ — $ 28,313 $ — 4.625 % Convertible notes due 2031 (3) $ — $ 249,714 $ — $ — $ 221,967 $ — Total convertible notes payable $ — $ 279,065 $ — $ — $ 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. 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. 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. 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. 9 During the three months ended March 31, 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 (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; $ 10.3 million of Licensing, royalties, and other revenue from other partners; and $ 9.6 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. 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 updated COVID-19 Vaccine, delivery of doses based on customer demand, and the ability of the customer to request the Company’s updated vaccine under certain of the Company’s APAs. In the first quarter of 2025, the Company received written notice of a $ 23.0 million claim related to certain performance obligations under an APA agreement with a customer. The Company believes it has fulfilled the requirements related to this matter and is evaluating the merits of the claim. The timing to fulfill performance obligations related to the Sanofi Collaboration and License Agreement (“Sanofi CLA”) will depend on the timing of 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 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. 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. 10 Product Sales During the three months ended March 31, 2026 and 2025, the categories of Product sales were as follows (in thousands): Three Months Ended March 31, 2026 2025 Product sales Nuvaxovid™ sales (1) $ 9,558 $ 608,025 Supply sales (2) 32,642 13,653 Total Product sales $ 42,200 $ 621,678 (1) Nuvaxovid TM 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. 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 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 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. Licensing, Royalties, and Other Licensing, royalties, and other includes licensing payments, transition services revenue, and technology transfer revenue from the Sanofi CLA; royalty and milestone payments; 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): 11 Three Months Ended March 31, 2026 2025 Licensing, royalties, and other Sanofi $ 48,899 $ 40,321 Pfizer 30,000 — Serum 7,366 4,456 Other partners (1) 11,049 200 Total licensing, royalties, and other revenue $ 97,314 $ 44,977 (1) Other partners revenue includes royalties and license fees associated with agreements with other partners such as Takeda and SK bioscience, Co., Ltd. Sanofi licensing, royalties, and other revenue were comprised of the following (in thousands): Three Months Ended March 31, 2026 2025 Sanofi licensing, royalties, and other revenue Licensing: Royalties $ 3,521 $ — Transition services and technology transfer: Upfront fee amortization (1) $ 12,106 $ 19,912 Milestones amortization (1) 5,551 9,143 Cost reimbursements 27,721 11,266 Total Sanofi licensing, royalties, and other revenue $ 48,899 $ 40,321 (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. Note 6 – Collaboration, License, and Supply Agreements As of March 31, 2026, the Company’s material collaborations, license, and supply agreements were as follows: Sanofi 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™ adjuvant intermediary components for Sanofi’s use 12 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 Products (“CIC Products”), and Adjuvant products. The Company is also eligible to receive royalty payments on Sanofi’s sales of such licensed products. The Company is eligible to receive milestone payments totaling up to $ 350 million in the aggregate with respect to the COVID-19 Vaccine products, of which $ 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. 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 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 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. These changes in estimates resulted from changes in total expected costs and changes to estimates of variable consideration from expected cost reimbursements. The Company recognized an asset for $ 35.0 million of direct costs incurred to obtain the Sanofi CLA. These costs are amortized to expense over the expected period of the benefit in a manner that is consistent with the transfer of the related goods and services in the Sanofi CLA. The Company recognized $ 0.9 million 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. Pfizer In January 2026, the Company entered into a License and Option Agreement with Pfizer Inc. (“Pfizer”) (“Pfizer License Agreement”) for use of the Company’s Matrix-M™ adjuvant. Under the terms of the agreement, Pfizer obtained a non-exclusive license for Matrix-M™ adjuvant for use with Pfizer's products in up to two disease areas (the “Fields”). The agreement provides for an upfront payment of $ 30 million. The Company is eligible to receive up to an additional $ 500 million in milestone payments under the Pfizer License Agreement comprised of: (i) up to $ 70 million in development milestones for each of the Fields; and (ii) up to $ 180 million in sales milestones for each of the Fields. In addition to the potential milestone payments, the Company is eligible to receive tiered high mid-single digit percentage royalties on quarterly net sales on a product-by-product country-by-country basis. The term of such royalties would extend from the first commercial sale of such product until the later of (i) twenty years or (ii) the product is no longer covered by a valid patent right. The Company has determined that the Pfizer License Agreement represents a contract under ASC 606 - Revenue from Contracts with Customers (“ASC 606”) with a single performance obligation: the delivery of a license for Matrix-M™ adjuvant for use with Pfizer's products in up to two disease areas. This performance obligation is considered functional intellectual property and distinct from other promises under the contract as Pfizer can benefit from the license on its own or together with other readily available resources. In addition, the Company will recognize revenue on optional purchases of Matrix-M™ adjuvant upon delivery to Pfizer. 13 The Company determined the initial transaction price at inception of the Pfizer License Agreement to be the $ 30 million upfront payment, which was recognized upon the delivery of the license in the first quarter of 2026. The Company excluded the development milestones from the transaction price as they were determined to be inherently uncertain of achievement and are highly susceptible to factors outside of the Company’s control. Sales-based royalties and sales-based milestones will be recognized in revenue in the period that sales are made or sales 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. Takeda In April 2025, the Company entered into a collaboration and exclusive license agreement, as amended (“Amended Takeda CLA”), with Takeda Pharmaceutical Company Limited (“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. The Company will also perform annual support services for Takeda’s regulatory and commercialization activities (“Takeda Support Services”). In connection with the Amended Takeda CLA, on April 29, 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. 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 Company is eligible to receive 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. 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 license delivered to Takeda 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. 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. 14 Serum 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. 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. The Company and SII equally split the revenue from SII’s sale of COVID-19 Vaccine in its licensed territory, net of agreed costs. In May 2024, the Company and SLS entered into a supply agreement (the “SLS Supply Agreement”) under which SLS agreed to supply the Company with antigen drug substance and finished COVID-19 Vaccine doses. The SLS Supply Agreement includes the general terms and conditions of supply orders between the Company and SLS. The Company and SLS execute firm purchase orders, which include specific quantities to be delivered under the SLS Supply Agreement. 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™ (“SII R21 Agreement”), a malaria vaccine created by the Jenner Institute, University of Oxford (“R21/Matrix-M™”). In December 2023, R21/Matrix-M™ received prequalification by the World Health Organization (“WHO”). 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. Note 7 – Earnings per Share Basic and diluted net income (loss) per share were calculated as follows (in thousands, except per share data): Three Months Ended March 31, 2026 2025 Numerator: Net income (loss), basic $ ( 9,491 ) $ 518,646 Interest on convertible notes — 2,634 Net income (loss), dilutive ( 9,491 ) 521,280 Denominator: Weighted average number of common shares outstanding, basic 163,276 161,049 Effect of dilutive securities — 16,576 Weighted average number of common shares outstanding, dilutive 163,276 177,625 Net income (loss) per share: Basic $ ( 0.06 ) $ 3.22 Diluted $ ( 0.06 ) $ 2.93 Anti-dilutive securities excluded from calculations of diluted net income per share 27,872 5,349 15 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 Cash and cash equivalents $ 228,363 $ 240,634 Restricted cash, current — 10,876 Restricted cash, non-current (1) 4,562 4,542 Cash, cash equivalents, and restricted cash $ 232,925 $ 256,052 (1) Classified as Other non-current assets as of March 31, 2026 and December 31, 2025. Note 9 – Inventory Inventory consisted of the following (in thousands): March 31, 2026 December 31, 2025 Raw materials $ 2,784 $ 2,612 Semi-finished goods 8,674 7,591 Finished goods — 1,342 Total inventory $ 11,458 $ 11,545 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. 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): Amount Balance at December 31, 2025 $ 113,462 Currency translation adjustments ( 574 ) Balance at March 31, 2026 $ 112,888 16 Note 11 – Long-Term Debt Total Long-term debt consisted of the following (in thousands): March 31, 2026 December 31, 2025 5.00 % Convertible Senior Notes due 2027 $ 26,485 $ 26,485 4.625 % Convertible Senior Notes due 2031 225,000 225,000 Credit Agreement due 2031 50,000 — Unamortized debt issuance costs ( 10,464 ) ( 7,272 ) Accrued Credit Agreement exit fee 18 — Total long-term debt $ 291,039 $ 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 %. The interest expense incurred in connection with Long-term debt consisted of the following (in thousands): Three Months Ended March 31, 2026 2025 Coupon interest on Convertible Senior Notes $ 2,933 $ 2,192 Interest on Credit Agreement 422 — Amortization of debt issuance costs for Convertible Senior Notes 321 442 Amortization and accretion of debt issuance and exit costs for Credit Agreement 66 — Total interest expense on long-term debt $ 3,742 $ 2,634 Credit Agreement In February 2026, the Company entered into 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 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 %. 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. 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. 17 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. As of March 31, 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. The $ 3.6 million of debt issuance costs incurred is being amortized and recognized as additional interest expense over the five-year contractual term of the Credit Agreement using an effective interest rate of 11.0 %. Note 12 – Stockholders’ Deficit 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. Note 13 – Stock-Based Compensation Equity Plans In January 2023, the Company established the 2023 Inducement Plan (the “2023 Inducement Plan”), which provides for the grant of share-based awards to individuals who were not previously employees, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with the Company. 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. 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. The 2015 Plan authorizes the issuance of up to 27.5 million shares of common stock under equity awards granted under the 2015 Plan. All such shares authorized for issuance under the 2015 Plan have been reserved. 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. 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”). In addition, under the 2023 Inducement Plan and the 2015 Plan, unrestricted stock, stock units, and performance awards may be granted. Stock options and SARs generally have a maximum term of ten years and may be or were granted with an exercise price that is no less than 100 % of the fair market value of the Company’s common stock at the time of grant. Grants of share-based awards are generally subject to vesting over periods ranging from one to four years . 18 The Company recorded stock-based compensation expense in the consolidated statements of operations as follows (in thousands): Three Months Ended March 31, 2026 2025 Cost of sales $ 195 $ 525 Research and development 2,934 4,289 Selling, general, and administrative 4,595 5,471 Total stock-based compensation expense $ 7,724 $ 10,285 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”). This unrecognized non-cash compensation expense is expected to be recognized over a weighted-average period of approximately 1.7 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. 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: 2023 Inducement Plan 2015 Plan Stock Options Weighted-Average Exercise Price Stock Options Weighted-Average Exercise Price Outstanding at January 1, 2026 486,950 $ 10.45 5,221,997 $ 18.58 Granted — — 1,959,582 10.11 Exercised — — ( 13,311 ) 7.40 Canceled ( 42,767 ) 9.01 ( 287,017 ) 16.28 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 19 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 March 31, 2026 2025 Weighted average Black-Scholes fair value of stock options granted $ 6.57 $ 5.59 Risk-free interest rate 3.5 % - 3.6 % 4.0 % - 4.1 % Dividend yield — % — % Volatility 89.8 % - 90.4 % 99.7 % - 121.6 % Expected term (in years) 3.8 - 3.9 3.9 - 6.5 The total aggregate intrinsic value and weighted-average remaining contractual term of stock options and SARs outstanding under the 2023 Inducement Plan and 2015 Plan as of 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. Restricted Stock Units The following is a summary of RSU activity for the three months ended March 31, 2026: 2023 Inducement Plan 2015 Plan Number of Shares Per Share Weighted- Average Fair Value Number of Shares Per Share Weighted- Average Fair Value Outstanding and unvested at January 1, 2026 149,843 $ 10.35 5,891,589 $ 6.95 Granted — — 2,913,536 10.11 Vested ( 102,797 ) 10.96 ( 2,391,239 ) 6.68 Forfeited ( 28,513 ) 9.01 ( 301,212 ) 8.35 Outstanding and unvested at March 31, 2026 18,533 $ 9.05 6,112,674 $ 8.49 Employee Stock Purchase Plan The ESPP was approved at the Company’s Annual Meeting of Stockholders in June 2013. The ESPP currently authorizes an aggregate of 2.4 million shares of common stock to be purchased, and the aggregate number of shares will continue to increase 5 % on January 1 of each year up to a maximum of 3.5 million shares. 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. 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. 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. 20 Note 15 – Commitments and Contingencies Legal Matters The Company is involved in various 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. 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 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. In connection with this closing, the Company was legally relieved of its primary obligation under the original lease. During the three months ended March 31, 2026, the Company derecognized the right-of-use asset and the related lease liability for 700QO, which was classified as held for sale as of December 31, 2025. No additional impairment adjustments were recorded as a result of the closing of this transaction. Other restructuring charges under the Restructuring Plan recorded by the Company consisted of the following (in thousands): Three Months Ended March 31, 2026 2025 Severance and employee benefit costs $ 5,096 $ 505 Impairment of long-lived assets 266 — Total other restructuring charges (1) $ 5,362 $ 505 (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. 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): Amount Balance at December 31, 2025 $ 670 Severance and employee benefit costs 5,096 Cash payments ( 759 ) Balance at March 31, 2026 $ 5,007 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. 21 Note 17 – Segment Reporting The Company manages its business as one reportable operating segment, in-house early-stage R&D to build a pipeline of high-value assets using its proven technology along with seeking to enter into partnerships to drive value creation for its assets. The Company has determined its reportable operating segment based on the management approach, which considers the internal organization and reporting used by the Company’s chief operating decision-maker (“CODM”) to make decisions about allocating resources and assessing the Company’s performance. The Company’s CODM uses consolidated single-segment net income (loss) as reported in the Consolidated Statements of Operations to evaluate performance, forecast future period financial results, allocate resources, and set incentive targets. The table below summarizes the significant expense categories regularly reviewed by the CODM (in thousands): Three Months Ended March 31, 2026 2025 Revenue $ 139,514 $ 666,655 Cost of sales 30,695 14,115 Research and development expenses: Direct COVID-19 Vaccine (1) 34,255 7,277 Direct CIC and influenza vaccines 2,853 12,504 Direct other vaccine development programs (1) 2,264 157 Employee and benefit expenses 38,056 39,910 Facility and other research and development expenses (2) 18,044 29,089 Selling, general, and administrative expense 28,777 48,090 Other segment income (expense) (3) 5,939 3,133 Net income (loss) $ ( 9,491 ) $ 518,646 (1) Direct R&D expenses are comprised primarily of costs paid to third parties for clinical and product development activities. Direct COVID-19 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, income tax expense, and other income, net. Total revenue by the Company’s customer’s or collaboration partner’s geographic location was as follows (in thousands): Three Months Ended March 31, 2026 2025 United States $ 96,093 $ 39,410 Canada — 575,670 Europe 20,146 8,086 Rest of the world 23,275 43,489 Total revenue $ 139,514 $ 666,655 22 Total long-lived assets of the Company by geographic location were as follows (in thousands): March 31, 2026 December 31, 2025 United States $ 57,022 $ 60,682 Europe 6,485 7,015 Total long-lived assets $ 63,507 $ 67,697 23