Novavax (NASDAQ: NVAX) inks Pfizer Matrix-M deal with $30M upfront and up to $500M milestones

Rhea-AI Filing Summary

Novavax entered a worldwide, non-exclusive license and option agreement with Pfizer covering its Matrix-M^TM adjuvant technology for vaccine products in at least one and up to two infectious disease areas. Pfizer will lead development, manufacturing, and commercialization of any licensed products, while Novavax will handle adjuvant supply under separate agreements.

Novavax will receive an upfront payment of $30 million in the first quarter of 2026 and is eligible for up to $500 million in additional milestones. These include up to $70 million in development milestones and up to $180 million in sales milestones for each of the First and potential Second Fields. Novavax is also eligible for tiered high mid-single digit percentage royalties on Pfizer’s quarterly net sales, with royalties lasting at least twenty years from first commercial sale or while valid patents remain. The company states that, assuming Pfizer commercializes a product in the First Field, the arrangement has the potential to generate billions of dollars of revenue over the life of the agreement.

Positive

• High-value Pfizer partnership: Non-exclusive global license of Matrix-M with a $30 million upfront payment in Q1 2026 and up to $500 million in potential milestones across two infectious disease fields.
• Long-duration royalty stream: Eligibility for tiered high mid-single digit percentage royalties on Pfizer’s quarterly net sales, potentially lasting at least twenty years from first commercial sale or while patents remain in force.
• Large long-term revenue potential: Novavax states the transaction, assuming Pfizer commercializes a product in the First Field, has the potential to generate billions of dollars of revenue over the life of the agreement.

Negative

• None.

Insights

Biopharma partnerships and valuation analyst

Novavax secures a major Matrix-M licensing deal with Pfizer featuring upfront, milestone, and royalty economics.

The agreement gives Pfizer a non-exclusive, global license to use Novavax’s Matrix-M adjuvant in vaccine products targeting at least one, and potentially two, infectious disease fields. Pfizer controls development, manufacturing, and commercialization for licensed products, while Novavax’s role centers on supplying the adjuvant under related supply agreements.

Financially, Novavax is set to receive an upfront $30 million payment in the first quarter of 2026 and may earn up to an additional $500 million in development and sales milestones across the two potential Fields. On top of that, Novavax is eligible for tiered high mid-single digit royalties on Pfizer’s quarterly net sales by product and country, with royalty terms extending for at least twenty years from first commercial sale or as long as patents remain in force. Novavax notes that, if Pfizer commercializes in the First Field, the arrangement could generate billions of dollars in revenue over the life of the agreement, though actual outcomes depend on successful development, regulatory approvals, and market uptake.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT 

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 15, 2026

NOVAVAX, INC.

(Exact name of registrant as specified in charter)  

Delaware		0-26770		22-2816046
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

21 Firstfield Road

Gaithersburg, Maryland 20878

(Address of Principal Executive Offices, including Zip Code)

(240) 268-2000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, Par Value $0.01 per share		NVAX		The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. 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 Technology for use in vaccine products in at least one and up to two infectious diseases. The first field, (the “First Field”) has already been selected and the second field, (the “Second Field”), is to be chosen at Pfizer’s option, with certain limitations specified below (collectively, the “Fields”).

Under the License and Option Agreement, Pfizer shall have control of all matters relating to the development, manufacture and commercialization of any products that contain the adjuvant apart from the delivery and supply of the Adjuvant as detailed in the supply agreements which are contemplated under the License Option Agreement that the Parties intend to enter into.

Second Field Option

The License and Option Agreement provides Pfizer the opportunity to license the Matrix-M technology in a Second Field that has not yet been specified but that Pfizer may designate at any time during the term (as specified in the License and Option Agreement). The Second Field may pertain to any infectious disease, so long as the Company does not already have a relevant IND filed or has previously granted an exclusive license or similar right pertaining to such infectious disease that would preclude such grant.

Upfront Payments; Milestones; and Royalties

Pursuant to the License Agreement, the Company will receive an upfront payment of $30 million in the first quarter of 2026. The Company is eligible to receive up to an additional $500 million in milestone payments under the 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. Assuming commercialization by Pfizer of a product in the First Field, the transaction has the potential to generate billions of dollars of revenue for the Company over the life of the License and Option Agreement.

The foregoing description of the License and Option Agreement does not purport to be complete and is qualified in its entirety by reference to the License and Option Agreement, which will be filed with the Securities and Exchange Commission as an exhibit to the Company’s Annual Report on Form 10-K for the year ending December 31, 2025.

Cautionary Note Regarding Forward-Looking Statements.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Any statements in this Current Report about expectations, beliefs, plans, objectives, assumptions, or future events or performance of the Company are not historical facts and are forward-looking statements. Such forward-looking statements include, without limitation, statements regarding potential milestone payments and royalties, future vaccines made with the Company’s Matrix-M^TM adjuvant technology, future supply agreements between the parties and the anticipated benefits of the transactions described herein, including the potential to generate revenue for the Company. Generally, forward-looking statements can be identified through the use of words or phrases such as “believe,” “may,” “could,” “will,” “would,” “possible,” “potential,” “can,” “estimate,” “continue,” “ongoing,” “consider,” “anticipate,” “intend,” “seek,” “plan,” “project,” “expect,” “should,” “would,” “aim,” or “assume,” the negative of these terms, or other comparable terminology, although not all forward-looking statements contain these words.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on Novavax’s current beliefs and expectations about the future of our business, events and trends, and other future conditions. Forward-looking statements involve estimates, assumptions, risks, and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, and, therefore, you should not place considerable reliance on any such forward-looking statements. Such risks and uncertainties include, without limitation, the Company’s and Pfizer’s ability to successfully implement the transactions contemplated by the License and Option Agreement, including the ability to transition key processes and effect technology transfers; Pfizer’s ability to successfully develop or commercialize vaccine products in the either of the Fields under the License and Option Agreement; challenges satisfying, alone or together with partners, various safety, efficacy and product characterization requirements, including those related to process qualification and assay validation, necessary to satisfy applicable regulatory authorities; difficulty obtaining scarce raw materials and supplies; resource constraints, including human capital and manufacturing capacity, on the ability of Pfizer to pursue planned regulatory pathways; challenges or delays in obtaining regulatory authorization for a JN.1 protein-based COVID-19 vaccine or for future COVID-19 variant strain changes; challenges or delays in clinical trials; manufacturing, distribution or export delays or challenges; and other risks and uncertainties identified in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on February 27, 2025, as updated by the information in Part II, Item 1A “Risk Factors” in our subsequent Quarterly Reports on Form 10-Q which may be further detailed and modified or updated in other documents we file with the SEC from time to time, and are available at www.sec.gov and at www.novavax.com. You are encouraged to read these filings as they are made.

The Company cannot guarantee future results, events, level of activity, performance, or achievement. Any or all of the Company's forward-looking statements in this Current Report on Form 8-K may turn out to be inaccurate or materially different from actual results. Further, any forward-looking statement speaks only as of the date when it is made, and the Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law. New factors emerge from time to time, and it is not possible for the Company to predict which factors will arise. In addition, the Company cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Novavax, Inc.
Date: January 20, 2026	By:	/s/ Mark J. Casey
	Name:	Mark J. Casey
	Title:	Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What did Novavax (NVAX) announce in its new agreement with Pfizer?

Novavax entered a worldwide, non-exclusive license and option agreement granting Pfizer rights to use its Matrix-M adjuvant technology in vaccine products for at least one and up to two infectious disease fields, with Pfizer leading development, manufacturing, and commercialization.

How much upfront cash will Novavax receive from the Pfizer Matrix-M agreement?

Novavax will receive an upfront payment of $30 million from Pfizer in the first quarter of 2026 under the Matrix-M license and option agreement.

What is the total milestone potential for Novavax in the Pfizer deal?

Novavax is eligible for up to $500 million in milestone payments, including up to $70 million in development milestones and up to $180 million in sales milestones for each of the two possible infectious disease Fields.

What royalty terms does Novavax receive from Pfizer’s Matrix-M vaccine sales?

Novavax is eligible to receive tiered high mid-single digit percentage royalties on Pfizer’s quarterly net sales on a product-by-product, country-by-country basis. These royalties run from first commercial sale until at least twenty years have passed or the product is no longer covered by a valid patent right, whichever is later.

What is the Second Field option in the Novavax–Pfizer license agreement?

The agreement allows Pfizer to designate a Second Field covering any infectious disease during the term, provided Novavax does not already have a related IND filed and has not granted an exclusive license or similar right that would prevent Pfizer from receiving rights in that disease area.

How large could the Novavax–Pfizer Matrix-M deal become over time?

Novavax states that, assuming Pfizer commercializes a product in the First Field, the transaction has the potential to generate billions of dollars of revenue for Novavax over the life of the license and option agreement.

Who controls development and commercialization of Matrix-M-based vaccines under the Pfizer deal?

Under the agreement, Pfizer has control over development, manufacture, and commercialization of products containing Matrix-M, while Novavax is responsible for supplying the adjuvant under contemplated supply agreements.