Novavax Inc SEC Filings

Novavax, Inc. filed an 8-K disclosing an indenture with The Bank of New York Mellon Trust Company, N.A. as trustee and included the form of 4.625% Convertible Senior Notes due 2031 as an exhibit. The filing also references embedded cover page Inline XBRL tags and is signed on behalf of the company by Mark J. Casey, Executive Vice President and Chief Legal Officer. The material provides the legal framework and note terms for a potential convertible debt instrument but does not state offering size, pricing beyond the stated coupon, conversion mechanics, or use of proceeds.

Novavax (NVAX) Q2-25 10-Q highlights:

• Q2 revenue fell 42% YoY to $239.2 m as product sales dropped to $10.7 m; licensing/royalty income of $228.5 m (mainly Sanofi milestone).
• Expenses cut 46% YoY to $138.2 m, producing operating income $101.1 m and net income $106.5 m (vs $162.4 m LY).
• 1H-25 revenue surged 78% to $905.9 m, driven by recognition of $575.7 m Canada APA termination and $175 m FDA BLA milestone from Sanofi; 1H net income +$625.2 m vs $14.8 m LY.
• Cash & marketable securities $612.3 m (down $311 m YTD) after $313 m operating cash burn and $28 m Canada refund; working capital $530 m.
• Deferred revenue down to $513 m (-$609 m YTD) as APAs unwind; shareholders’ equity turned positive at $37.6 m from a $623.8 m deficit.
• Key events: FDA BLA approval for pre-filled syringe COVID-19 vaccine; $175 m milestone from Sanofi; amended Takeda license ($27 m recognized); Gavi settlement structure unchanged.
• Company asserts no going-concern risk for the next 12 months.

Outlook: Profitability presently supported by one-off licensing and settlement items; core product sales remain low and cash burn continues. Monitoring demand for updated COVID-19 vaccine, completion of Sanofi tech transfer, and utilization of remaining $0.6 b deferred revenue is critical.

Novavax director Richard J. Rodgers received new equity compensation grants on June 20, 2025, consisting of:

• 28,326 stock options with an exercise price of $6.42 per share, exercisable until June 20, 2035
• 18,884 Restricted Stock Units (RSUs) convertible into common stock

Both grants are scheduled to vest 100% on the first anniversary of the grant date (June 20, 2024), contingent on continued service as a board member. The stock options represent the right to purchase Novavax common stock, while each RSU represents the right to receive one share of common stock upon vesting. This compensation package aligns with standard director equity incentive practices under the company's Amended and Restated 2015 Stock Incentive Plan.

Novavax director David M. Mott reported two significant equity compensation grants on June 20, 2025:

• Received 28,326 stock options with an exercise price of $6.42, exercisable until June 20, 2035. These options will fully vest on June 20, 2025, contingent on continued board service.
• Granted 18,884 Restricted Stock Units (RSUs) that will fully vest on June 20, 2025, subject to continued board service. Each RSU represents the right to receive one share of common stock.

The equity grants are part of Novavax's Amended and Restated 2015 Stock Incentive Plan. The one-year cliff vesting structure for both awards suggests standard annual director compensation. The filing was signed by Mark J. Casey as attorney-in-fact on June 24, 2025.

Novavax director Rachel K. King reported new equity compensation grants on June 20, 2025, consisting of:

• Stock Options: Received 28,326 options to purchase common stock at $6.42 per share, exercisable until June 20, 2035. These options will fully vest on June 20, 2025, subject to continued board service.
• Restricted Stock Units (RSUs): Granted 18,884 RSUs that convert to common stock shares. The RSUs will fully vest on June 20, 2025, contingent on continued board service.

The equity grants were made under Novavax's Amended and Restated 2015 Stock Incentive Plan. The Form 4 was filed by Mark J. Casey as attorney-in-fact on June 24, 2025. This compensation package aligns the director's interests with shareholders through both appreciation-based options and full-value RSUs.

Novavax director Richard Douglas received new equity compensation grants on June 20, 2025, consisting of:

• 28,326 stock options with an exercise price of $6.42 per share, exercisable until June 20, 2035
• 18,884 restricted stock units (RSUs) representing the right to receive an equal number of common shares

Both grants will fully vest on the first anniversary of the grant date (June 20, 2024), subject to continued service on the Board of Directors. The stock options were granted under Novavax's Amended and Restated 2015 Stock Incentive Plan. This Form 4 filing represents standard board of director equity compensation and was reported by Mark J. Casey as attorney-in-fact on June 24, 2025.