NVAX — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-08-06

• •Our Sanofi partnership continues to advance, supporting significant potential near- and long-term value creation.

• ◦Sanofi confirmed with Novavax they intend to be among the first movers in the combination vaccine segment and that they are in advanced discussions with regulators regarding their Phase 3 CIC trial timing. Initiation of this trial in the U.S. or European Union will trigger a $125 million milestone …

• ◦Manufacturing technology transfer to Sanofi for Nuvaxovid™ is expected to be completed in mid-2027, which would trigger a $75 million milestone payment to Novavax.

• ◦Sanofi is expanding the commercial reach of Nuvaxovid this season through broader commercial activities in the U.S. and launches in the United Kingdom, Germany and Canada, with Novavax eligible to receive royalties in the high teens to low twenties as a percentage of Sanofi's global net sales.

• ◦Sanofi received Fast Track designation from the U.S. FDA for its H5 pandemic influenza vaccine candidate (SP0335) utilizing Matrix-M®.

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• •In January 2026, we entered into the Pfizer License Agreement for use of Novavax's Matrix-M™ adjuvant in vaccine development. Under the terms of the agreement, Pfizer was granted a non-exclusive license for Matrix-M™ use in two infectious disease areas.

• •We received an upfront payment of $30 million in the first quarter of 2026 and have the potential for up to $500 million in additional development and sales milestones. In addition, we are eligible to receive high-mid-single digit percentage royalties on sales from products incorporating Matrix-M™.

• •Pfizer will be solely responsible for the development and commercialization of its products utilizing Matrix-M™ and we will be responsible for the supply of Matrix-M™.

• •This partnership has the potential to generate billions of dollars of revenue for us over the life of the agreement.

• •In 2026, we continued to expand our Matrix-M™ partnering efforts with global pharmaceutical companies and innovative biopharma companies.

Text added vs the prior filing · source: 10-Q · 2026-08-06

• 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.

• 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 incentiv…

• 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 issua…

• 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.

Text removed vs the prior filing · source: 10-Q · 2026-05-06

• During the three months ended March 31, 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.