Novavax Announces Convertible Debt Refinancing

Rhea-AI Summary

Novavax (NASDAQ:NVAX) has announced a significant debt refinancing transaction involving its convertible notes. The company will issue $225 million of 4.625% Convertible Senior Notes due 2031, comprising $175.3 million in exchange for existing 2027 Notes and $49.7 million in new funding.

The 2031 Notes will have an initial conversion price of $11.14 per share, representing a 27.5% premium over the August 20, 2025 closing price. After the transaction's completion, expected around August 27, 2025, $26.5 million of the 2027 Notes will remain outstanding, while the new 2031 Notes will total $225 million.

Positive

• Reduced interest rate from 5.00% to 4.625% on refinanced debt
• Extended debt maturity from 2027 to 2031 for majority of convertible notes
• Secured additional $49.7 million in new funding
• Improved capital structure through refinancing

Negative

• Potential dilution risk with conversion price set at $11.14 per share
• Increased total debt with additional $49.7 million raised
• $26.5 million of 2027 Notes remain outstanding with higher 5.00% interest rate

Insights

Financial Restructuring Expert

Novavax strengthens balance sheet by extending debt maturity to 2031 with improved terms, reducing financial pressure and giving operational flexibility.

Novavax has executed a strategic debt refinancing that significantly improves its capital structure. The company is exchanging $148.7 million of its 2027 convertible notes for $175.3 million of new 2031 notes, while raising an additional $49.7 million in fresh capital through new note issuance. The total transaction amounts to $225 million in 2031 notes.

This refinancing delivers three key financial benefits: First, it extends the maturity timeline for approximately 85% of Novavax's 2027 notes by four years, substantially reducing near-term refinancing pressure. Second, the company secured a 0.375% lower interest rate (4.625% vs. 5.00%), which will reduce interest expenses. Third, the $49.7 million in new capital enhances liquidity without diluting existing shareholders immediately.

The conversion premium of 27.5% (with a $11.14 conversion price) provides some protection against immediate dilution while still offering investors conversion upside. Only $26.5 million of the original 2027 notes will remain outstanding, representing a substantial reduction in near-term debt obligations.

This transaction demonstrates management's ability to proactively address future financial obligations while the debt markets remain accessible. By extending maturities and improving terms, Novavax has bought valuable time to focus on operational execution rather than immediate debt repayment concerns.

• Refinancing extends maturity of most existing debt with improved terms
• $225 million of convertible notes due in 2031 issued, including a ~$175 million exchange for the retirement of existing convertible notes due in 2027 and ~$50 million of new money

GAITHERSBURG, Md., Aug. 21, 2025 /PRNewswire/ -- Novavax, Inc. (Nasdaq: NVAX) today announced that it has entered into privately negotiated agreements with certain of the holders of its existing 5.00% Convertible Senior Notes due 2027 (the "2027 Notes") and new investors, pursuant to which the Company will issue $225 million aggregate principal amount of its 4.625% Convertible Senior Notes due 2031 (the "2031 Notes") consisting of (i) approximately $175.3 million principal amount of 2031 Notes issued in exchange for approximately $148.7 million principal amount of 2027 Notes (the "Exchange Transactions"), and (ii) approximately $49.7 million principal amount of 2031 Notes for cash (the "Subscription Transactions" and, together with the Exchange Transactions, the "Transactions").

The conversion price of the 2031 Notes will initially be $11.14 per share of Novavax's common stock, which represents a conversion premium of 27.5% over the closing price of Novavax's common stock on August 20, 2025. Upon the completion of the Transactions, which is expected to occur on or about August 27, 2025, approximately $26.5 million in aggregate principal amount of the 2027 Notes will remain outstanding with terms unchanged, and the aggregate principal amount of the 2031 Notes outstanding will be $225 million.

The 2031 Notes extend debt maturity date to 2031 for the majority of the existing 2027 Notes and supports improvement to the Novavax capital structure.

Neither the 2031 Notes, nor any shares of the Company's common stock issuable upon conversion of the 2031 Notes, have been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and unless so registered, may not be offered or sold in the U.S. absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the 2031 Notes, the Company's common stock potentially issuable upon conversion of the 2031 Notes or any other securities, and will not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Novavax.
Novavax, Inc. (Nasdaq: NVAX) tackles some of the world's most pressing health challenges with its scientific expertise in vaccines and its proven technology platform, including protein-based nanoparticles and its Matrix-M^® adjuvant. The Company's growth strategy seeks to optimize its existing partnerships and expand access to its proven technology platform via R&D innovation, organic portfolio expansion in infectious disease and beyond, and forging new partnerships and collaborations with other companies. Please visit novavax.com and LinkedIn for more information

Forward-Looking Statements
This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the Securities Exchange Act of 1934. Any statements that are not statements of historical fact may be deemed to be forward-looking statements. For example, words such as "may," "will," "should," "estimates," "predicts," "potential," "continue," "strategy," "believes," "anticipates," "plans," "expects," "intends" and similar expressions are intended to identify forward-looking statements. These forward-looking statements include but are not limited to the Company's ability to close the foregoing transactions on the timeline described, with the terms anticipated, or at all. Actual results could differ materially from those projected in forward-looking statements depending on a variety of factors. These include that the closing of the transactions is subject to closing conditions. For a discussion of such risks and uncertainties, which could cause actual results to differ from those contained in the forward-looking statements, see "Risk Factors" in the Company's reports on Forms 10-K and 10-Q, as well as other reports that Novavax files from time to time with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement, and Novavax undertakes no obligation to update publicly any forward-looking statement for any reason, except as required by law, even as new information becomes available or other events occur in the future.

Contacts:

Investors
Luis Sanay, CFA
240-268-2022
ir@novavax.com

Media
Giovanna Chandler
844-264-8571
media@novavax.com

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SOURCE Novavax, Inc.

FAQ

What are the key terms of Novavax's (NVAX) new 2031 convertible notes?

The new 2031 Notes total $225 million with a 4.625% interest rate and an initial conversion price of $11.14 per share, representing a 27.5% premium over the closing price on August 20, 2025.

How much debt is Novavax (NVAX) refinancing in August 2025?

Novavax is exchanging $148.7 million of existing 2027 Notes for $175.3 million of new 2031 Notes, plus raising an additional $49.7 million in new funding.

What is the maturity extension achieved in Novavax's debt refinancing?

The refinancing extends the maturity of the majority of Novavax's convertible debt from 2027 to 2031, a four-year extension.

How much of Novavax's 2027 Notes will remain outstanding after the refinancing?

$26.5 million of the 2027 Notes will remain outstanding with unchanged terms after the completion of the refinancing.

What is the interest rate difference between Novavax's 2027 and 2031 Notes?

The new 2031 Notes carry a 4.625% interest rate, compared to 5.00% for the existing 2027 Notes, representing a 0.375% reduction in interest rate.