NOVAVAX INC SEC Filings

Novavax (NVAX) director reported an equity acquisition. On 10/29/2025, the reporting person acquired 3,800 shares of common stock through the settlement of restricted stock units (transaction code M). Following the transaction, the director beneficially owned 28,490 shares directly.

The RSUs were granted under the Company’s Amended and Restated 2015 Stock Incentive Plan and vest in three equal annual installments on each anniversary of the 10/29/2022 grant date, subject to continued employment. The derivative line shows 3,800 RSUs converted at $0.00 with 0 RSUs remaining from this grant after the transaction.

Novavax entered into agreements with AstraZeneca to assign the lease of its former headquarters at 700 Quince Orchard Road, Gaithersburg, MD, and to sell adjacent land and on-site assets. The transactions will result in an aggregate of $59.8 million payable by AstraZeneca, including a $15.0 million lease assignment fee, a $20.0 million purchase of approximately 9.7 acres of land, and a $24.8 million asset sale with a $4.0 million deposit held in escrow.

The lease assignment, covering approximately 171,239 rentable square feet through December 2036, is subject to landlord consent and an amended lease, both effective January 5, 2026. Novavax will pay base rent from January 5, 2026 through June 30, 2026. Cash receipts are expected with the $20.0 million parcel closing in Q4 2025 and the balance of approximately $39.8 million in Q1 2026.

Novavax expects total non-cash charges of $125–$127 million in Q3 2025, including an estimated $96–$98 million impairment tied to asset write-offs (partially offset by a land-sale gain) and a $29 million charge from extinguishing 5.00% Convertible Senior Notes due 2027. The company has relocated its corporate headquarters to 21 Firstfield Road, Gaithersburg, MD.

Novavax, Inc. reports that the European Commission has approved transferring the Nuvaxovid™ COVID-19 vaccine marketing authorization from its subsidiary Novavax CZ to Sanofi Winthrop Industrie. This completion triggers a $25 million milestone payment from Sanofi Pasteur Inc. under their Collaboration and License Agreement. Novavax expects to receive this payment in the first quarter of 2026, providing additional non-dilutive cash tied to progress in its partnership with Sanofi.

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, Inc. reported a major regulatory milestone as the U.S. FDA approved its supplemental Biologics License Application for the Nuvaxovid™ 2025-2026 COVID-19 vaccine formula. The vaccine is approved for adults 65 years and older and for individuals 12 to 64 years of age who have at least one underlying condition that places them at high risk for severe COVID-19 outcomes. The FDA also extended the shelf life of this Nuvaxovid™ 2025-2026 formula from three months to six months, which may help distribution and inventory management.

As part of the approval, the FDA is requiring two postmarketing commitment studies: a Phase 3 open-label, single-arm study to evaluate safety and immunogenicity, and a Phase 4 observer-blind, placebo-controlled, randomized clinical trial to evaluate post-COVID vaccination syndrome. Novavax highlighted the usual risks and uncertainties associated with its forward-looking statements, including regulatory, manufacturing, and supply-chain challenges.

Novavax, Inc. entered into exchange and subscription agreements to issue $225.0 million of new 4.625% Convertible Senior Notes due 2031. About $175.3 million of these 2031 notes will be issued in exchange for approximately $148.7 million of its existing 5.00% Convertible Senior Notes due 2027, with the balance of about $49.7 million sold for cash in a private placement.

The 2031 notes pay 4.625% interest, mature on September 1, 2031, and are initially convertible at 89.7384 shares per $1,000 principal, an effective conversion price of about $11.14 per share, a 27.5% premium to the $8.74 share price on August 20, 2025. Full conversion of the 2031 notes at the initial rate would result in issuance of 20,191,140 shares of common stock.

After the exchange, about $26.5 million of 2027 notes will remain outstanding. Novavax expects gross proceeds of approximately $49.7 million from the cash subscription and plans to use the net proceeds for general corporate purposes.

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.