Results of Operations and Financial Condition. Second Quarter Financial Results On August 6, 2026, Novavax, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2026. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Results of Operations and Financial Condition. First Quarter Financial Results On May 6, 2026, Novavax, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2026. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Results of Operations and Financial Condition. Third Quarter Financial Results On February 26, 2026, Novavax, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended December 31, 2025. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Entry into Material Definitive Agreements. License Agreement On January 15, 2026, (the “Effective Date”), Novavax, Inc. (the “Company”) entered into a License and Option Agreement (the “License and Option Agreement”) with Pfizer Inc. (“Pfizer”), collectively (the “Parties”). The License and Option Agreement provides a non-exclusive, worldwide, license, to the Company’s Matrix-M TM adjuvant technology (the “Matrix-M Technology”) for Pfizer to research, develop, and commercialize the Matrix-M T…

Results of Operations and Financial Condition On January 12, 2026, Novavax, Inc. (the “Company”) plans to provide an update for investors. The Company is in the process of finalizing its financial results for the year ended December 31, 2025, and the foregoing preliminary financial data is based on available information to date. This financial data for the year ended December 31, 2025 is preliminary and may change. This preliminary financial data has been prepared by, and is the responsibilit…

Results of Operations and Financial Condition. Third Quarter Financial Results On November 6, 2025, Novavax, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended September 30, 2025. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Other Events. On November 3, 2025 the Federal Drug Administration approved the transfer application to change the holder of the marketing authorization for Nuvaxovid ™ from Novavax to Sanofi Pasteur Inc. (“Sanofi”). Completion of the transfer authorization has triggered a $25 million milestone payment from Sanofi under the Company’s Collaboration and License Agreement with Sanofi. The Company anticipates receipt of payment in the first quarter of 2026. Cautionary Note Regarding Forward-Lookin…

Entry into a Material Definitive Agreement. On October 17, 2025, Novavax, Inc. (the “Company”) entered into an assignment of the Company’s 700 Quince Orchard Road, Gaithersburg, MD facility with AstraZeneca Pharmaceuticals LP (“AstraZeneca”). The effect of this agreement is to assign the lease agreement for the Company’s 700 Quince Orchard Road facility and, along with the Parcel Purchase and Asset Purchase Agreement described below, will result in an aggregate of $59.8 million payable by Ast…

Other Events. Parcel Purchase Agreement In connection with the Company’s entry into the Assignment and Assumption Agreement, on October 17, 2025, 14 Firstfield Holdings, LLC (“14 Firstfield Holdings”), a wholly owned subsidiary of the Company, entered into a Purchase and Sale Contract (the "Parcel Purchase Agreement") with AstraZeneca for the sale of approximately 9.7 acres of land located in Gaithersburg, Maryland (the “Property”). The Property consists of two parcels as further described in…

Material Impairments. The Company expects to record total non-cash charges of between $125 million and $127 million in the third quarter of 2025. As a result of the transactions with AstraZeneca described elsewhere in this Current Report on Form 8-K, on October 17, 2025, the Company concluded that it expects to recognize an estimated non-cash impairment charge of between $96 million and $98 million in the third quarter of 2025, which includes the write off of the right-of-use asset, property…

Other Events. On October 1, 2025 the European Commission approved the transfer application to change the holder of the marketing authorization for Nuvaxovid ™ from the Company’s wholly owned subsidiary, Novavax CZ, to Sanofi Winthrop Industrie. Completion of the transfer authorization has triggered a $25 million milestone payment from Sanofi Pasteur Inc. under the Company’s Collaboration and License Agreement with Sanofi. The Company anticipates receipt of payment in the first quarter of 2026…

Entry into a Material Definitive Agreement. On August 27, 2025, Novavax, Inc. (the “Company”) consummated (the “Closing”) the previously announced privately negotiated exchange and subscription transactions, pursuant to which it issued $225.0 million aggregate principal amount of its 4.625% Convertible Senior Notes due 2031 (the “Notes”) consisting of (a) approximately $175.3 million principal amount of Notes issued in exchange for approximately $148.7 million principal amount of the Company’…

Other Events. On August 27, 2025 the Company announced that the U.S. Food and Drug Administration (“FDA”) approved the supplemental Biologics License Application (“BLA”) for the Nuvaxovid ™ 2025-2026 formula for the prevention of COVID-19 in adults 65 years and older or individuals 12 years through 64 years of age with at least one underlying condition that puts them at high risk for severe outcomes from COVID-19. The FDA also approved the extension of the shelf life of the Nuvaxovid ™ 2025-2…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under

Unregistered Sales of Equity Securities. The information set forth under

Forward Looking Statements This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A the Private Securities Litigation Reform Act of 1995, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking, including statements regarding net proceeds from the Subscription Transactions, use of proceeds from the Subscription Transactions, and anticipated…

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement. On August 20, 2025, Novavax, Inc. (the “Company”) entered into privately negotiated exchange and subscription agreements (the “Exchange and Subscription Agreements”) with certain holders of the Company’s 5.00% Convertible Senior Notes due 2027 (the “2027 Notes”) and new investors, pursuant to which the Company will issue $225.0 million aggregate principal amount of its 4.625% Convertible Senior Notes due 2031 (the “2031 Notes”) consisting of (a) app…

Results of Operations and Financial Condition. Second Quarter Financial Results On August 6, 2025, Novavax, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended June 30, 2025. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as shall be expressly set forth by specific reference in such filing. In addition, the c…

Chief Operating Officer — John Trizzino: The position of Chief Operating Officer was eliminated, and John Trizzino's employment with the company was terminated.

Other Events. On May 16, 2025, Novavax, Inc. (“Novavax” or the “Company”) announced that the U.S. Food and Drug Administration (“FDA”) has approved the Company’s Biologics License Application (“BLA”) for Nuvaxovid™ for active immunization to prevent coronavirus disease 2019 (COVID-19) caused by severe acute respiratory syndrome coronavirus 2 (SARS-CoV-2) in adults 65 years and older and individuals 12 through 64 years who have at least one underlying condition that puts them at high risk for…

Results of Operations and Financial Condition. First Quarter Financial Results On May 8, 2025, Novavax, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2025. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Entry into a Material Definitive Agreement. On April 29, 2025, Novavax, Inc. (the “Company”) entered into a collaboration and exclusive license agreement, as amended, (the “Amended Collaboration Agreement”) with Takeda Pharmaceutical Company Limited (“Takeda”) which amends and supersedes the collaboration and exclusive license agreement, dated February 24, 2021, (the “Original Agreement,” together with the Amended Collaboration Agreement, the “Agreement”). The Original Agreement, which grante…

Director — Charles W. Newton: Appointment of Charles W. Newton to the Board as a Class III director.