NVAX / Novavax, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

NOVAVAX, INC., as Issuer, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 27, 2025 4.625% Convertible Senior Notes due 2031 TABLE OF CONTENTS

Exhibit 4.1 Execution Version NOVAVAX, INC., as Issuer, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of August 27, 2025 4.625% Convertible Senior Notes due 2031    TABLE OF CONTENTS Page Article 1 Definitions Section 1.01 . Definitions 2 Section 1.02 . References to Interest 14 Article 2 Issue, Description, Execution, Registration and Exchange of Notes Section

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): August 27, 2025 NOVAVAX, INC. (Ex

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): August 27, 2025 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

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): August 27, 2025 NOVAVAX, INC. (Ex

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): August 27, 2025 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

Novavax’s Nuvaxovid™ 2025-2026 Formula COVID-19 Vaccine Approved in the U.S.

Exhibit 99.1 Press Release Novavax’s Nuvaxovid™ 2025-2026 Formula COVID-19 Vaccine Approved in the U.S. · Nuvaxovid™ is the only protein-based, non-mRNA COVID-19 vaccine available in the U.S. for the 2025-2026 vaccination season GAITHERSBURG, Md., August 27, 2025 – Novavax, Inc. (Nasdaq: NVAX) today announced that the U.S. Food and Drug Administration has approved the Nuvaxovid™ 2025-2026 Formula

Novavax Announces Convertible Debt Refinancing

Exhibit 99.1 Press Release Novavax Announces Convertible Debt Refinancing · 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., August 21, 2025 – Novavax, Inc. (Nasdaq: NVAX) today

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): August 20, 2025 NOVAVAX, INC. (Ex

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): August 20, 2025 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

[Signature Pages Follow]

Exhibit 10.1 August 20, 2025 Novavax, Inc. 700 Quince Orchard Road Gaithersburg, MD 20878 Attention: Chief Financial Officer Re: Exchange and/or Subscription for 4.625% Convertible Senior Notes due 2031 Ladies and Gentlemen: Novavax, Inc., a Delaware corporation, (the “Company”), is offering a new series of its 4.625% Convertible Senior Notes due 2031 (the “New Notes”). The New Notes will be conve

Consulting and Advisory Agreement between the Company and John Trizzino,

Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of May 27, 2025 by and between Novavax, Inc. (“Novavax”), a corporation having its principal office at 700 Qu

Amended Collaboration Agreement between the Company and Takeda Pharmaceutical Company Limited, dated April 29, 2025

Confidential Execution Version Exhibit 10.3 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND EXCLUSIVE LICENSE AGREEMENT, AS AMENDED This Collaboration and Exclusive License Agreement, is made effective as of February 24, 2021 (the “Effectiv

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): August 6, 2025 NOVAVAX, INC. (Exa

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): August 6, 2025 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVAV

General Release of Claims and Separation Agreement between the Company and John Trizzino, dated

EXHIBIT 10.1 GENERAL RELEASE OF CLAIMS AND SEPARATION AGREEMENT THIS GENERAL RELEASE OF CLAIMS AND SEPARATION AGREEMENT (the “Release Agreement”) is made and entered into by John Trizzino (“Employee”) and Novavax, Inc. (“Employer” or the “Company”) as of the Effective Date. WHEREAS, Employer and Employer are parties to an Employment Agreement dated March 3, 2014 that, among other things, includes

Novavax Reports Second Quarter 2025 Financial Results and Operational Highlights

Press Release Novavax Reports Second Quarter 2025 Financial Results and Operational Highlights •Total revenue of $239 million in the second quarter of 2025 •Received FDA BLA approval for Nuvaxovid™, the only recombinant protein-based, non-mRNA COVID-19 vaccine available in the U.

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): June 20, 2025 NOVAVAX, INC. (Exac

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): June 20, 2025 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

Goldman Sachs 46 th Annual Global Healthcare Conference June 11, 2025 © 2025 NOVAVAX. All rights reserved.

Exhibit 99.2 Goldman Sachs 46 th Annual Global Healthcare Conference June 11, 2025 © 2025 NOVAVAX. All rights reserved. 2 Cautionary Note Regarding Forward - Looking Statements © 2025 NOVAVAX. All rights reserved. This presentation includes forward - looking statements . These forward - looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “coul

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): June 11, 2025 NOVAVAX, INC. (Exac

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): June 11, 2025 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

Novavax’s COVID-19-Influenza Combination and Stand-alone Influenza Vaccine Candidates Showed Robust Immune Responses and Were Well Tolerated in Initial Cohort of a Phase 3 Trial

Exhibit 99.1 Press Release Novavax’s COVID-19-Influenza Combination and Stand-alone Influenza Vaccine Candidates Showed Robust Immune Responses and Were Well Tolerated in Initial Cohort of a Phase 3 Trial · Both vaccine candidates induced robust immune responses across all antigens tested · No new safety signals were observed and both vaccine candidates were well tolerated consistent with past tri

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): May 27, 2025 NOVAVAX, INC. (Exact

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): May 27, 2025 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.

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): May 16, 2025 NOVAVAX, INC. (Exact

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): May 16, 2025 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVA

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): May 8, 2025 NOVAVAX, INC. (Exact

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): May 8, 2025 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

Employee Director Compensation Policy

Exhibit 3.5 Novavax, Inc. Non-Employee Director Compensation Policy Effective as of December 12, 2023, each individual who provides services to Novavax, Inc. (the “Company”), as a director, other than a director who is employed by the Company or a subsidiary of the Company (a “Non-Employee Director”), shall be entitled to receive the following compensation, subject to the limitations on annual Non

Novavax Reports First Quarter 2025 Financial Results and Operational Highlights

Press Release Novavax Reports First Quarter 2025 Financial Results and Operational Highlights •FDA feedback on COVID-19 BLA suggests pathway to approval upon alignment on study parameters for the postmarketing commitment requested by FDA •SHIELD-Utah study demonstrates that Nuvaxovid® resulted in fewer and less severe reactogenicity symptoms when compared to marketed mRNA vaccine; Nuvaxovid recipi

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): May 5, 2025 NOVAVAX, INC. (Exact

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): May 5, 2025 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of

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): April 25, 2025 NOVAVAX, INC. (Exa

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): April 25, 2025 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

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): April 23, 2025 NOVAVAX, INC. (Exa

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): April 23, 2025 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.

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): April 2, 2025 NOVAVAX, INC. (Exac

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): April 2, 2025 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

Novavax Announces Changes to Board of Directors

Exhibit 99.1 Press Release Novavax Announces Changes to Board of Directors · James Young, PhD retires as Chair of the Board, Margaret McGlynn, RPh, appointed · John Shiver, PhD appointed to board of directors GAITHERSBURG, Md., March 11, 2025 – Novavax, Inc. (Nasdaq: NVAX) today announced that James Young, PhD, is retiring as Chair of the Board and Margaret McGlynn, RPh, has been appointed as his

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): March 7, 2025 NOVAVAX, INC. (Exac

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): March 7, 2025 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

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): March 10, 2025 NOVAVAX, INC. (Exa

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): March 10, 2025 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.

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): March 4, 2025 NOVAVAX, INC. (Exac

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): March 4, 2025 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

Novavax Corporate Presentation March 2025 © 2025 NOVAVAX. All rights reserved.

Exhibit 99.1 Novavax Corporate Presentation March 2025 © 2025 NOVAVAX. All rights reserved. 2 Cautionary Note Regarding Forward - Looking Statements © 2025 NOVAVAX. All rights reserved. This presentation includes forward - looking statements . These forward - looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,

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): February 27, 2025 NOVAVAX, INC. (

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): February 27, 2025 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Amendment No. 5 to Advanced Purchase Agreement, dated as of December 12, 2024, between the Company and the Commonwealth of Australia as Represented by the Department of Health

Exhibit 10.60 AMENDMENT #5 THIS AMENDMENT #5 TO ADVANCED PURCHASE AGREEMENT (“Amendment”) is made effective as of the last date that this amendment is signed, (the “Fifth Amendment Effective Date”) by and between NOVAVAX, INC, a Delaware corporation with offices at 700 Quince Orchard Road, Gaithersburg, MD 20878 U.S.A. (“Novavax”), and the Commonwealth of Australia as Represented by the Department

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVAVAX,

Letter Amendment to the Termination and Settlement Agreement, dated November 1, 2024, by and between the Company and The Secretary of State for Health and Social Care, acting as part of the Crown, through the UK Health Security Agency

COVID Vaccine Unit 10 South Colonnade Canary Wharf London EP14 4PU www.gov.uk/ukhsa Exhibit 10.70 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 United States of America 1 November 2024 Dear Novavax, Letter of amendment to the termination and settlement agreement dated 1 November 2024 1.We refer to the termination and settlement agreement dated 1 November2024 (the "Settlement Agreement")

Asset Purchase Agreement, by and between Novavax CZ a.s., Novo Nordisk Production Czech s.r.o. and Novo Nordisk A/S, dated as of December 3, 2024.

CONFIDENTIAL EXECUTION VERSION CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Insider Trading Polic

Exhibit 19 Insider Trading Policy Effective Date: December 8, 2022 I.Purpose The board of directors of Novavax, Inc. (the “Company” or “Novavax”) has adopted this Insider Trading Policy (the “Policy”) for our directors, officers, employees and consultants with respect to the trading of the Company’s securities and the handling of confidential information about the Company, as well as the securitie

Novavax Reports Fourth Quarter and Full Year 2024 Financial Results and Operational Highlights

Press Release Novavax Reports Fourth Quarter and Full Year 2024 Financial Results and Operational Highlights •Transitioned lead commercial responsibility of Nuvaxovid™ COVID-19 vaccine to Sanofi beginning with the 2025-2026 season •Achieved total revenue of $88 million in the fourth quarter of 2024 and $682 million for the full year 2024 •Achieved $50 million milestone under Sanofi agreement assoc

Termination and Settlement Agreement, dated November 1, 2024, by and between the Company and The Secretary of State for Health and Social Care, acting as part of the Crown, through the UK Health Security Agency

CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit 3.

Exhibit 3.2 Certificate of Amendment of The Second Amended and Restated Certificate of Incorporation of Novavax, Inc. May 8, 2019 Novavax, Inc. (the “Corporation”), a corporation duly organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), DOES HEREBY CERTIFY AS FOLLOWS: FIRST: This Certificate of Amendment (the “Certificate”) amends the pro

Novavax Corporate Presentation January 2025 © 2025 NOVAVAX. All rights reserved.

Exhibit 99.1 Novavax Corporate Presentation January 2025 © 2025 NOVAVAX. All rights reserved. 2 Cautionary note regarding forward - looking statements © 2025 NOVAVAX. All rights reserved. This presentation includes forward - looking statements . These forward - looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believ

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 13, 2025 NOVAVAX, INC. (E

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 13, 2025 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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): December 30, 2024 NOVAVAX, INC. (

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): December 30, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): December 12, 2024 NOVAVAX, INC. (

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): December 12, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): December 3, 2024 NOVAVAX, INC. (E

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): December 3, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

2 Cautionary note regarding forward-looking statements © 2024 NOVAVAX. All rights reserved. This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,”

Exhibit 99.1 Investor Presentation © 2024 NOVAVAX. All rights reserved. 1 NASDAQ: NVAX | NOVEMBER 2024 2 Cautionary note regarding forward-looking statements © 2024 NOVAVAX. All rights reserved. This presentation includes forward-looking statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “beli

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): November 19, 2024 NOVAVAX, INC. (

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): November 19, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): November 11, 2024 NOVAVAX, INC. (

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): November 11, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

U.S. FDA Removes Clinical Hold on Novavax’s COVID-19-Influenza Combination and Stand-alone Influenza Phase 3 Trial

Exhibit 99.1 Press Release U.S. FDA Removes Clinical Hold on Novavax’s COVID-19-Influenza Combination and Stand-alone Influenza Phase 3 Trial GAITHERSBURG, Md., November 11, 2024 – Novavax, Inc. (Nasdaq: NVAX), a global company advancing protein-based vaccines with its Matrix-M™ adjuvant, today announced that the U.S. Food and Drug Administration (FDA) has removed the clinical hold on Novavax’s In

Novavax Reports Third Quarter 2024 Financial Results and Operational Highlights

Press Release Novavax Reports Third Quarter 2024 Financial Results and Operational Highlights •U.

. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents . UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-2677

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): November 12, 2024 NOVAVAX, INC. (

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): November 12, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): November 1, 2024 NOVAVAX, INC. (E

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): November 1, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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): October 16, 2024 NOVAVAX, INC. (E

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): October 16, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Update on Novavax’s COVID-19-Influenza Combination and Stand-alone Influenza Phase 3 Trial

Exhibit 99.1 Press Release Update on Novavax’s COVID-19-Influenza Combination and Stand-alone Influenza Phase 3 Trial GAITHERSBURG, Md., October 16, 2024 – Novavax, Inc. (Nasdaq: NVAX), a global company advancing protein-based vaccines with its Matrix-M™ adjuvant, today announced that the U.S. Food and Drug Administration (FDA) has placed a clinical hold on Novavax’s Investigational New Drug (IND)

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): October 2, 2024 NOVAVAX, INC. (Ex

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): October 2, 2024 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

Novavax Reports Second Quarter 2024 Financial Results and Operational Highlights

Press Release Novavax Reports Second Quarter 2024 Financial Results and Operational Highlights •Achieved total revenue of $415 million in the second quarter of 2024 and ended the period with $1.

Filing Fee Table

Calculation of Filing Fee Tables S-8 NOVAVAX INC Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee 1 Equity Novavax, Inc.

, by and between the Company and Serum Life Sciences Limited

Exhibit 10.6 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUPPLY AGREEMENT BETWEEN NOVAVAX INC AND SERUM LIFE SCIENCES LIMITED This Supply Agreement (“Supply Agreement”) is made effective as of May 6, 2024 (“Effective Date”) by and between Novavax, Inc.,

between the Company and Filip Dubovsky, M.D. dated

Exhibit 10.5 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONSULTING AGREEMENT THIS CONSULTING AGREEMENT (this “Agreement”) is entered into as of May 29, 2024 by and between Novavax, Inc. (“Novavax”), a corporation having its principal office at 700 Qu

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): August 8, 2024 NOVAVAX, INC. (Exa

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): August 8, 2024 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.

Collaboration and License Agreement, dated May 10, 2024, by and between the Company and Sanofi Pasteur Inc

Exhibit 10.4 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. COLLABORATION AND LICENSE AGREEMENT BETWEEN SANOFI PASTEUR INC. AND NOVAVAX, INC. Effective Date: May 10, 2024 TABLE OF CONTENTS ARTICLE 1 : DEFINITIONS 1 ARTICLE 2 : LICENSE GRANTS; EXCLUSIVITY

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVAV

As filed with the Securities and Exchange Commission on August 8, 2024

As filed with the Securities and Exchange Commission on August 8, 2024 Registration No.

NVAX / Novavax, Inc. / SK Bioscience Co., Ltd. - SCHEDULE 13G, AMENDMENT NO. 1 Passive Investment

SCHEDULE 13G, AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 – Exit Filing)* NOVAVAX, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 670002401 (CUSIP Number) May 10, 2024 (Date of Event which Requires Filing of this Statement) Check the appr

JOINT FILING AGREEMENT

EX-99.1 2 d841044dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT This Joint Filing Agreement, dated as of August 18, 2023, is by and among SK bioscience Co., Ltd., SK chemicals Co., Ltd., and SK discovery Co., Ltd. (the foregoing are collectively referred to herein as the “Filers”). Each of the Filers may be required to file with the United States Securities and Exchange Commission a statem

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): June 13, 2024 NOVAVAX, INC. (Exac

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): June 13, 2024 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

Investor Presentation 1 © 2024 NOVAVAX. All rights reserved. NASDAQ: NVAX | JUNE 2024

Exhibit 99.1 Investor Presentation 1 © 2024 NOVAVAX. All rights reserved. NASDAQ: NVAX | JUNE 2024 2 Cautionary note regarding forward - looking statements © 2024 NOVAVAX. All rights reserved. This presentation includes forward - looking statements . These forward - looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “b

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): June 6, 2024 NOVAVAX, INC. (Exact

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): June 6, 2024 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confid

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): May 20, 2024 NOVAVAX, INC. (Exact

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): May 20, 2024 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

NVAX / Novavax, Inc. / SHAH CAPITAL MANAGEMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 3)1 NOVAVAX, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 670002401 (CUSIP Number) SHAH CAPITAL MANAGEMENT,

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): May 10, 2024 NOVAVAX, INC. (Exact

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): May 10, 2024 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

Securities Subscription Agreement, dated May 10, 2024, by and between Novavax, Inc. and Sanofi Pasteur Inc.

Exhibit 10.1 SECURITIES SUBSCRIPTION AGREEMENT This SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into this 10th day of May, 2024 (“Effective Date”) by and among Novavax, Inc., a Delaware corporation having a place of business at 21 Firstfield Rd., Gaithersburg, MD 20878 (the “Company”), and Sanofi Pasteur Inc., a Delaware corporation having a place of business at 1 Disc

Modification No. 20 to Undefinitized Project Agreement No. 1, dated December 1, 2023, between the Company and Advanced Technology International

Exhibit [•] CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

Confidential Settlement Agreement and Release, dated March 21, 2024, between the Company and FUJIFILM Diosynth Biotechnologies UK Limited, FUJIFILM Diosynth Biotechnologies Texas, LLC, and FUJIFILM Diosynth Biotechnologies USA, Inc.

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE This CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”), effective as of March 21, 2024 (the “Effective Date”), is made by and between

Novavax Reports First Quarter 2024 Financial Results and Operational Highlights

Exhibit 99.1 Press Release Novavax Reports First Quarter 2024 Financial Results and Operational Highlights · Announces co-exclusive licensing agreement with Sanofi to co-commercialize COVID-19 vaccine, develop novel COVID-19-Influenza combination vaccines and develop multiple new vaccines utilizing Novavax’s Matrix-MTM adjuvant · This agreement represents a potential multi-billion dollar revenue o

Modification No. 19 to Undefinitized Project Agreement No. 1, dated September 19, 2023, between the Company and Advanced Technology International

Exhibit [10.2] CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Applied Technologies Center 315 Sigma Drive Summerville, SC 29486 www.ati.org September 19, 2023 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Vice President, Gover

Modification No. 21 to Undefinitized Project Agreement No. 1, dated February 6, 2024, between the Company and Advanced Technology International

Exhibit [•] CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

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): May 10, 2024 NOVAVAX, INC. (Exact

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): May 10, 2024 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

EXHIBIT 99.1

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Shah Capital Launches Campaign Urging Stockholders to Vote AGAINST the Re-Election of All of Novavax’s Directors Up for Election at its 2024 Annual Meeting Highlights Novavax’s Massive Untapped Value That it Believes is Being Hindered by an Overly Co

EX-99.1 2 ex991to13da211882001050724.htm STOCKHOLDER LETTER, DATED MAY 6, 2024. Exhibit 99.1 Shah Capital Launches Campaign Urging Stockholders to Vote AGAINST the Re-Election of All of Novavax’s Directors Up for Election at its 2024 Annual Meeting Highlights Novavax’s Massive Untapped Value That it Believes is Being Hindered by an Overly Conservative Board and Management That Clings to Failed Str

NVAX / Novavax, Inc. / SHAH CAPITAL MANAGEMENT - AMENDMENT NO. 2 TO THE SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 2)1 NOVAVAX, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 670002401 (CUSIP Number) SHAH CAPITAL MANAGEMENT,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☐ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confide

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

Amended and Restated By-Laws of the Company (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 22, 2024 (File No. 000-26770))

AMENDED AND RESTATED BY-LAWS OF NOVAVAX, INC. (Amended April 22, 2024) TABLE OF CONTENTS ARTICLE 1 Stockholders 3 1.1. Place of Meetings. 3 1.2. Annual Meeting. 3 1.3. Special Meetings. 3 1.4. Notice of Meetings. 3 1.5. Voting List. 3 1.6. Quorum. 4 1.7. Adjournments. 4 1.8. Voting and Proxies. 4 1.9. Action at Meeting. 4 1.10. Nomination of Directors. 4 1.11. Notice of Business at Annual Meetings

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): April 22, 2024 NOVAVAX, INC. (Exa

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): April 22, 2024 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.

NVAX / Novavax, Inc. / SHAH CAPITAL MANAGEMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1) Under the Securities Exchange Act of 1934 NOVAVAX, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 670002401 (CUSIP Number) Shah Capital Management, Inc. 2301 Sugar Bush Road, Suite 510 Raleigh, NC 27612 (919) 719-6360 (Name, Address and Telephone Nu

NVAX / Novavax, Inc. / SHAH CAPITAL MANAGEMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NOVAVAX, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 670002401 (CUSIP Number) Shah Capital Management, Inc. 2301 Sugar Bush Road, Suite 510 Raleigh, NC 27612 (919) 719-6360 (Name, Address and Telephone Number of Person Autho

Joint Filing Agreement, dated April 15, 2024, by and among Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, and Himanshu H. Shah.

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to shares of Novavax, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such jo

Exhibit 99.2

Himanshu H. Shah Managing Partner and Chief Investment Officer SHAH CAPITAL OPPORTUNITY FUND LP April 15, 2024 Board of Directors of Novavax Inc. 21 Firstfield Rd. Gaithersburg, MD 20878 Dear Directors, · Shah Capital owns ~6.7% of Novavax and is writing to you as the share price is close to an all- time low with ~32% being shorted - one of the highest shorted equities on Nasdaq reflecting the boa

Joint Filing Agreement, dated April 15, 2024, by and among Shah Capital Management, Inc., Shah Capital Opportunity Fund LP, and Himanshu H. Shah.

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to shares of Novavax, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such jo

Exhibit 99.2

Himanshu H. Shah Managing Partner and Chief Investment Officer SHAH CAPITAL OPPORTUNITY FUND LP April 15, 2024 Board of Directors of Novavax Inc. 21 Firstfield Rd. Gaithersburg, MD 20878 Dear Directors, · Shah Capital owns ~6.7% of Novavax and is writing to you as the share price is close to an all- time low with ~32% being shorted - one of the highest shorted equities on Nasdaq reflecting the boa

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): March 22, 2024 NOVAVAX, INC. (Exa

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): March 22, 2024 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.

Description of the Company's Securities

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2023, Novavax, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Description of Common Stock The following description of the Company’s Common Stock is a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVAVAX,

Employment Agreement between the Company and

d Exhibit 10.33 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is dated as of November 17, 2023, between Novavax, Inc., (''Novavax" or the "Company") a Delaware corporation having its principal office at 700Quince Orchard Road, Gaithersburg, MD20878, and Mark Casey, an individual residing at [***] ("Executive"). In consideration of the mutual promises and covenants set forth herein a

Filip Dubovsky, M.D.

Exhibit 10.36 20 Firstfield Road Gaithersburg, MD 20878 T 240-268-2000 F 240-268-2100 www.novavax.com Nasdaq: NVAX May 26, 2020 This Offer Letter Supersedes previous Offer Letter, dated May 18, 2020 Filip Dubovsky, MD, MPH, FAAP [ * * * ] [ * * * ] Dear Filip I am pleased to offer you the full time position of Senior Vice President & Chief Medical Officer at Novavax, Inc. In this position you will

Novavax Reports Fourth Quarter and Full Year 2023 Financial Results and Operational Highlights

Press Release Novavax Reports Fourth Quarter and Full Year 2023 Financial Results and Operational Highlights •Achieved revenues in Q4 2023 of $291 million and full year 2023 of $1.

Employment Agreement between the Company and

Exhibit 10.37 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of May 26, 2020, between Novavax, Inc., (“Novavax” or the “Company”) a Delaware corporation having its principal office at 21 Firstfield Road, Gaithersburg, MD 20878, and Filip Dubovsky, an individual having a current mailing address of [ * * * ] (“Executive”). WHEREAS, Executive will commence employment wi

Termination and Settlement Agreement, dated as of February 16, 2024, between the Company and Gavi Alliance

Exhibit 10.101 TERMINATION AND SETTLEMENT AGREEMENT This TERMINATION AND SETTLEMENT AGREEMENT (this “Agreement”) is entered into as a deed as of 16 February 2024 (the “Effective Date”), by and between Gavi Alliance, an independent non-profit foundation within the meaning of Articles 80 to 89 of the Swiss Civil Code with a registered office at Chemin du Pommier 40, 1218 Le Grand-Saconnex, Geneva, S

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): February 28, 2024 NOVAVAX, INC. (

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): February 28, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Novavax, Inc. Amended and Restated Recoupment Policy

Exhibit 97 Novavax, Inc. Second Amended and Restated Recoupment Policy 1.Introduction This Second Amended and Restated Recoupment Policy (as amended from time to time, the “Policy”) has been prepared in accordance with Section 10D of the Securities Exchange Act of 1934, as amended, and the regulations thereunder, and approved by the Board of Directors (the “Board”) of Novavax, Inc. (the “Company”)

Offer letter to

Exhibit 10.32 Mark Casey Executive Vice President Chief Legal Officer November 17, 2023 [***] [***] Dear Mark. I am pleased to offer you the full-time position of (title) at Novavax. Inc In this position you will report John C Jacobs. President & Chief Executive Officer Your first day of employment is expected to be on or about December 11, 2023 This offer is contingent upon the following: •Succes

Consulting and Advisory Agreement between the Company and

Exhibit 10.28 CONSULTING AND ADVISORY AGREEMENT This CONSULTING AND ADVISORY AGREEMENT (this "Agreement") is entered into effect as of November 17, 2023, by and between Novavax, Inc., a Delaware corporation having its principal office at 700 Quince Orchard Road Gaithersburg MD 20878 ("Novavax" or the "Company"), and John A. Herrmann III, an individual ("Executive"). WHEREAS, Executive is retiring

Offer Letter to Elaine O’Hara dated

Exhibit 10.34 Elaine J O'Hara [ *** ] February 4, 2023 [ *** ] Dear Elaine, I am pleased to offer you the full-time position of Executive Vice President & Chief Strategy Officer at Novavax, Inc In this position you will report John C Jacobs, President & Chief Executive Officer. Your first day of employment is expected to be on or about March 1,2023 This offer is contingent upon the following: •Suc

Employment Agreement between the Company and

Exhibit 10.35 EMPLOYMENT AGREEMENT This Employment Agreement ("Agreement") is dated as of February 4, 2023, between Novavax, Inc., ("Novavax" or the "Company") a Delaware corporation having its principal office at 21 Firstfield Road, Gaithersburg, MD 20878, and Elaine O'Hara, an individual residing at [ * * * ] ("Executive"). In consideration of the mutual promises and covenants set forth herein a

Subsidiaries of the Company

Exhibit 21 LIST OF SUBSIDIARIES The following is a list of subsidiaries of the Company as of December 31, 2023 Name of Subsidiary Jurisdiction of Incorporation or Organization 14 Firstfield Holdings, LLC Delaware Novavax NL B.

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): February 16, 2024 NOVAVAX, INC. (

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): February 16, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NVAX / Novavax, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 4)* Name of issuer: Novavax Inc Title of Class of Securities: Common Stock CUSIP Number: 670002401 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13

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 30, 2024 NOVAVAX, INC. (E

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 30, 2024 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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 8, 2024 NOVAVAX, INC. (Ex

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 8, 2024 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

J.P. Morgan 42 nd Annual Healthcare Conference 1 © 2024 NOVAVAX. All rights reserved. NASDAQ: NVAX | JANUARY 2024

Exhibit 99.1 J.P. Morgan 42 nd Annual Healthcare Conference 1 © 2024 NOVAVAX. All rights reserved. NASDAQ: NVAX | JANUARY 2024 This presentation includes forward - looking statements . These forward - looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of simi

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): December 5, 2023 NOVAVAX, INC. (E

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): December 5, 2023 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Novavax Makes Changes to Executive Leadership Team to Enhance Focus on Delivery of Strategic Priorities

Exhibit 99.1 Press Release Novavax Makes Changes to Executive Leadership Team to Enhance Focus on Delivery of Strategic Priorities · New organizational structure for executive leadership team designed to facilitate a leaner and more focused approach to annual execution of business plans · John Trizzino appointed to new Chief Operating Officer role · Mark Casey to join as Chief Legal Officer and Co

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): November 13, 2023 NOVAVAX, INC. (

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): November 13, 2023 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 9, 2023 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Settlement Agreement and General Release, dated August 8, 2023, between the Company and SK bioscience Co., Ltd.

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Settlement Agreement and General Release This Settlement Agreement and General Release (“Agreement”) is made effective as of the 8th day of August, 2023 (“Effective Date”) by and between Novavax, I

Novavax Reports Third Quarter 2023 Financial Results and Operational Highlights

Press Release Novavax Reports Third Quarter 2023 Financial Results and Operational Highlights •Received authorization from the U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2023 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commi

Novavax 2023-2024 COVID-19 Vaccine Now Authorized and Recommended for Use in the U.S.

Exhibit 99.1 Press Release Novavax 2023-2024 COVID-19 Vaccine Now Authorized and Recommended for Use in the U.S. · This Emergency Use Authorization and CDC recommendation makes Novavax’s vaccine the only protein-based non-mRNA COVID vaccine option in the U.S. · Novavax expects doses will be available in thousands of locations across the U.S. in the coming days, including CVS Pharmacy and Rite Aid

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): October 3, 2023 NOVAVAX, INC. (Ex

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): October 3, 2023 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

NVAX / Novavax, Inc. / SK Bioscience Co., Ltd. - SCHEDULE 13G Passive Investment

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NOVAVAX, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 670002401 (CUSIP Number) August 8, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r

Modification No. 18 to Undefinitized Project Agreement No. 1, dated May 25, 2023, between the Company and Advanced Technology International

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. May 18, 2023 Revised as of May 23, 2023 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Government Alliance Management and Contracting Subject: Modification No. 18 to P

Form of Non-Statutory Stock Option Award Agreement (Non-Employee Director) granted under the Company’s Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed on August 8, 2023 (File No. 000-26770))

Exhibit 10.9 NOVAVAX, INC. Amended and Restated 2015 Stock Incentive Plan Non-Statutory Stock Option Agreement (Non-Employee Director) 1.Grant of Option. Novavax, Inc., a Delaware corporation (the “Company”), hereby grants to [•] (the “Optionee”), as of [•] (the “Date of Grant”), an option (the “Option”), pursuant to the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”

Amendment No. 3 to Advanced Purchase Agreement, dated as of April 5, 2023, between the Company and the Commonwealth of Australia as Represented by the Department of Health

Exhibit 10.7 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT #3 THIS AMENDMENT #3 TO ADVANCED PURCHASE AGREEMENT (“Amendment”) is made effective as of April 5, 2023, (the “Third Amendment Effective Date”) by and between NOVAVAX, INC, a Delaware cor

2023, between the Company and His Majesty the King in Right of Canada, as represented by the Minister of Public Works and Government Services, as successor in interest to Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services

Exhibit 10.4 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT #3 THIS AMENDMENT #3 TO ADVANCED PURCHASE AGREEMENT (“Amendment”) is made effective as of April 25, 2023, (the “Third Amendment Effective Date”) by and between NOVAVAX, INC, a Delaware co

Form of Restricted Stock Unit Award Agreement (Non-Employee Director) granted under the Company’s Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.11 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed on August 8, 2023 (File No. 000-26770))

Exhibit 10.11 NOVAVAX, INC. Amended and Restated 2015 Stock Incentive Plan Restricted Stock Unit Award Agreement (Non-Employee Director) This RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of [•] (the “Date of Grant”) by and between Novavax, Inc., a Delaware corporation (the “Company”), and [•] (the “Grantee”). WHEREAS, the Company desires to grant, and the Grantee desires to accep

Novavax Reports Second Quarter 2023 Financial Results and Operational Highlights

Press Release Novavax Reports Second Quarter 2023 Financial Results and Operational Highlights •Second quarter total revenue of $424 million and net income of $58 million •Executed new strategic partnering agreement with SK bioscience, including an equity investment of $85 million in Novavax at $13.

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): August 8, 2023 NOVAVAX, INC. (Exa

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): August 8, 2023 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.

As filed with the Securities and Exchange Commission on August 8, 2023

As filed with the Securities and Exchange Commission on August 8, 2023 Registration No.

Calculation of Filing Fee Tables (Form Type) Novavax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Novavax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration F

At Market Issuance Sales Agreement by and among Novavax, Inc., Jefferies LLC and B. Riley Securities, Inc., dated August 8, 2023.

Exhibit 1.1 NOVAVAX, INC. Common Stock (par value $0.01 per share) AT MARKET ISSUANCE SALES AGREEMENT August 8, 2023 Jefferies LLC 520 Madison Avenue New York, New York 10022 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, New York 10171 Ladies and Gentlemen: Novavax, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) by and among Jefferies LLC

Amendment No. 4 to Advanced Purchase Agreement, effective as of June 30, 2023, between the Company and His Majesty the King in Right of Canada, as represented by the Minister of Public Works and Government Services, as successor in interest to Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services

Exhibit 10.5 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT #4 THIS AMENDMENT #4 TO ADVANCED PURCHASE AGREEMENT (“Amendment”) is made effective as of June 30, 2023, (the “Fourth Amendment Effective Date”) by and between NOVAVAX, INC, a Delaware corporation wit

Amendment No. 2 to Advanced Purchase Agreement, effective as of October 18, 2022, between the Company and His Majesty the King in Right of Canada, as represented by the Minister of Public Works and Government Services, as successor in interest to Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services

Exhibit 10.3 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT #2 THIS AMENDMENT #2 TO THE AGREEMENT (“Amendment”) is made effective as of the last date of signature (the “Amendment Effective Date”) by and between NOVAVAX, INC. (“Novavax”), a Delawar

Form of Global Restricted Stock Unit Award Agreement granted under the Company’s Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.12 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed on August 8, 2023 (File No. 000-26770))

Exhibit 10.12 NOVAVAX, INC. Amended and Restated 2015 Stock Incentive Plan Global Restricted Stock Unit Award Agreement This GLOBAL RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of [•] (the “Date of Grant”) by and between Novavax, Inc., a Delaware corporation (the “Company”), and [•] (the “Grantee”). WHEREAS, the Company desires to grant, and the Grantee desires to accept, an awar

Form of Global Non-Statutory Stock Option Award Agreement granted under the Company’s Amended and Restated 2015 Stock Incentive Plan (Incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed on August 8, 2023 (File No. 000-26770))

Exhibit 10.10 NOVAVAX, INC. Amended and Restated 2015 Stock Incentive Plan Global Non-Statutory Stock Option Agreement 1.Grant of Option. Novavax, Inc., a Delaware corporation (the “Company”), hereby grants to [•] (the “Optionee”), as of [•] (the “Date of Grant”), an option (the “Option”), pursuant to the Company’s 2015 Stock Incentive Plan, as amended from time to time (the “Plan”), to purchase a

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): August 8, 2023 NOVAVAX, INC. (Exa

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): August 8, 2023 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVAV

Novavax, Inc. $500,000,000 of Common Stock

As Filed Pursuant to Rule 424(b)(5)  Registration No. 333-270137 PROSPECTUS SUPPLEMENT (To Prospectus Dated February 28, 2023) Novavax, Inc. $500,000,000 of Common Stock This prospectus supplement relates to the issuance and sale of up to $500,000,000 of common stock par value $0.01 per share (the “common stock”) from time to time through or to our sales agents, Jefferies LLC and B. Riley Securiti

Amendment No. 1 to Advanced Purchase Agreement, effective as of January 26, 2022, between the Company and His Majesty the King in Right of Canada, as represented by the Minister of Public Works and Government Services, as successor in interest to Her Majesty the Queen in Right of Canada, as represented by the Minister of Public Works and Government Services

Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT THIS AMENDMENT TO THE AGREEMENT (“Amendment”) is made effective as of the last date of signature (the “Amendment Effective Date”) by and between NOVAVAX, INC. (“Novavax”), a Delaware corp

Amendment No. 4 to Advanced Purchase Agreement, dated as of July 5, 2023, between the Company and the Commonwealth of Australia as Represented by the Department of Health

Exhibit 10.8 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT #4 THIS AMENDMENT #4 TO ADVANCED PURCHASE AGREEMENT (“Amendment”) is made effective as of the last date that this amendment is signed, (the “Fourth Amendment Effective Date”) by and betwe

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): August 8, 2023 NOVAVAX, INC. (Exa

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): August 8, 2023 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.

Amendment No. 2 to Advanced Purchase Agreement, dated as of April 6, 2022, between the Company and the Commonwealth of Australia as Represented by the Department of Health

Exhibit 10.6 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT #2 THIS AMENDMENT #2 TO ADVANCED PURCHASE AGREEMENT (“Amendment”) is made effective as of the last date of signature (the “Amendment Effective Date”) by and between NOVAVAX, INC, a Delawa

Securities Subscription Agreement, dated as of August 8, 2023, between the Company and SK bioscience Co., Ltd. (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 8, 2023 (File No. 000-26770))

Exhibit 10.1 Execution Version SECURITIES SUBSCRIPTION AGREEMENT This SECURITIES SUBSCRIPTION AGREEMENT (this “Agreement”) is made and entered into this 8th day of August, 2023 (“Effective Date”) by and among Novavax, Inc., a Delaware corporation having a place of business at 21 Firstfield Rd., Gaithersburg, MD 20878 (the “Company”), and SK bioscience Co., Ltd., a company incorporated in the Repub

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Novavax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Novavax, Inc. Amended and R

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): July 11, 2023 NOVAVAX, INC. (Exac

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): July 11, 2023 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

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): June 30, 2023 NOVAVAX, INC. (Exac

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): June 30, 2023 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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVA

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): May 9, 2023 NOVAVAX, INC. (Exact

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): May 9, 2023 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

NOVAVAX, INC.

Novavax Reports First Quarter 2023 Financial Results and Operational Highlights •Announced global restructuring and cost reduction initiative with expected 2024 full-year R&D and SG&A reduction of approximately 40% to 50% vs 2022 •Provided full year 2023 total revenue guidance of between $1.

Positive Phase 2 Topline Results Show Novavax's COVID-Influenza Combination, Stand-alone Influenza and High-dose COVID Vaccines Demonstrate Robust Immune Responses

Positive Phase 2 Topline Results Show Novavax's COVID-Influenza Combination, Stand-alone Influenza and High-dose COVID Vaccines Demonstrate Robust Immune Responses •This Phase 2 trial is evaluating three vaccine candidates: COVID-Influenza Combination, stand-alone influenza and high-dose COVID •Preliminary topline immune responses for all three vaccine candidates were robust versus authorized comp

Modification No. 17 to Undefinitized Project Agreement No. 1, dated February 6, 2023, between the Company and Advanced Technology International

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. February 3, 2023 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Senior Vice President, Commercial Strategy Subject: Modification No. 17 to Project Agreement No. 01; MC

Consulting and Advisory Agreement between the Company and Dr. Gregory M. Glenn, dated as of March 20, 2023

Exhibit 10.4 CONSULTING AND ADVISORY AGREEMENT This CONSULTING AND ADVISORY AGREEMENT (this “Agreement”) is entered into as of March 20, 2023 by and between Novavax, Inc., a Delaware corporation having its principal office at 21 Firstfield Road, Gaithersburg, MD 20878 (“Novavax” or the “Company”), and Gregory M. Glenn, an individual (“Executive”). WHEREAS, Executive is retiring from his employment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Ame

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of

JOINT FILING AGREEMENT

EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to shares of Novavax, Inc., and further agree that this Joint Filing Agreement shall be included as an Exhibit to such jo

NVAX / Novavax, Inc. / SHAH CAPITAL MANAGEMENT Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NOVAVAX, INC. (Name of Issuer) Common Stock, Par Value $0.01 per share (Title of Class of Securities) 670002401 (CUSIP Number) Shah Capital Management, Inc. 8601 Six Forks Road, Suite 630 Raleigh, NC 27615 (919) 719-6360 (Name, Address and Telephone Number of Person Author

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of

Amended and Restated By-Laws of Novavax, Inc., effective March 30, 2023.

AMENDED AND RESTATED BY-LAWS OF NOVAVAX, INC. (Amended March 30, 2023) TABLE OF CONTENTS ARTICLE 1 Stockholders 3 1.1. Place of Meetings. 3 1.2. Annual Meeting. 3 1.3. Special Meetings. 3 1.4. Notice of Meetings. 3 1.5. Voting List. 3 1.6. Quorum. 4 1.7. Adjournments. 4 1.8. Voting and Proxies. 4 1.9. Action at Meeting. 4 1.10. Nomination of Directors. 4 1.11. Notice of Business at Annual Meetings

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): March 30, 2023 NOVAVAX, INC. (Exa

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): March 30, 2023 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.

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): March 20, 2023 NOVAVAX, INC. (Exa

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): March 20, 2023 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.

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): March 14, 2023 NOVAVAX, INC. (Exa

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): March 14, 2023 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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): February 28, 2023 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Form of Indenture, between Novavax, Inc. and The Bank of New York Mellon Trust Company, N.A.

Exhibit 4.5 NOVAVAX, INC. and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of [ ], [ ] TABLE OF CONTENTS ARTICLE 1. DEFINITIONS AND INCORPORATION BY REFERENCE 1 1.1. DEFINITIONS 1 1.2. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT 5 1.3. RULES OF CONSTRUCTION 6 ARTICLE 2. THE SECURITIES 6 2.1. ISSUABLE IN SERIES 6 2.2. ESTABLISHMENT OF TERMS OF SERIES OF SECUR

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Novavax, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVAVAX, INC. (Exact name of registrant as specified in its charter)

S-3ASR 1 tm237881d1s3asr.htm S-3ASR UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVAVAX, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 22-2816046 (I.R.S. Employer Identification Number) 21 Firstfield Road Gaithersburg, Ma

Consulting and Advisory Agreement between the Company and Stanley C. Erck, dated as of January 5, 2023 (Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K, filed on February 28, 2023 (File No. 000-26770))

Exhibit 10.20 CONSULTING AND ADVISORY AGREEMENT This CONSULTING AND ADVISORY AGREEMENT (this “Agreement”) is entered into as of January 5, 2023 by and between Novavax, Inc., a Delaware corporation having its principal office at 21 Firstfield Road, Gaithersburg, MD 20878 (“Novavax” or the “Company”), and Stanley C. Erck, an individual (“Executive”). WHEREAS, Executive is retiring from his employmen

Subsidiaries of the Company

Exhibit 21 LIST OF SUBSIDIARIES The following is a list of subsidiaries of the Company as of December 31, 2022 Name of Subsidiary Jurisdiction of Incorporation or Organization Novavax AB Sweden Novavax CZ (formerly Praha Vaccines a.s.) The Czech Republic Novavax NL B.V. The Netherlands Novavax CH GmbH Switzerland

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVAVAX,

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): February 28, 2023 NOVAVAX, INC. (

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): February 28, 2023 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Employment Agreement between the Company and John C. Jacobs, dated as of January 5, 2023 (Incorporated by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K, filed on February 28, 2023 (File No. 000-26770))

Exhibit 10.18 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”) is dated as of January 5, 2023, between Novavax, Inc., (“Novavax” or the “Company”) a Delaware corporation having its principal office at 21 Firstfield Road, Gaithersburg, MD 20878, and John C. Jacobs, an individual (“Executive”). WHEREAS, Executive will commence employment with the Company on or about January 23, 2023

(Incorporated by reference to Exhibit 10.56 to the Company’s Annual Report on Form 10-K, filed on February 28, 2023 (File No. 000-26770))

Exhibit 10.56 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. November 30, 2022 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Senior Vice President Subject: Modification No. 03 Reference: MCDC Base Agreement No. 2020-530 Dear [***

Statement of Eligibility of The Bank of New York Mellon Trust Company, N.A., as Trustee for the Form of Indenture.

Exhibit 25.1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM T-1 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) ¨ THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (Exact name of trustee as specified in its charter) (Ju

Exhibit 4.4 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the SEC on February 28, 2023

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2022, Novavax, Inc. (the “Company”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Description of Common Stock The following description of the Company’s Common Stock is a

NOVAVAX, INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (in thousands, except per share information)

Exhibit 99.1 Novavax Reports Fourth Quarter and Full Year 2022 Financial Results and Operational Highlights · Achieved revenues in fourth quarter 2022 of $357 million and full year 2022 of $2.0 billion · Appointed John C. Jacobs as President and Chief Executive Officer · Updated U.S. government agreement to include up to 1.5 million additional doses of Novavax’s COVID-19 vaccine for delivery in 20

NVAX / Novavax, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 3)* Name of issuer: Novavax Inc. Title of Class of Securities: Common Stock CUSIP Number: 670002401 Date of Event Which Requires Filing of this Statement: December 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

NVAX / Novavax, Inc. / BlackRock Inc. Passive Investment

us6700024010020123.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No: 3) NOVAVAX INC - (Name of Issuer) Common Stock - (Title of Class of Securities) 670002401 - (CUSIP Number) December 31, 2022 - (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Novavax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Novavax, Inc. 2023 Induceme

As filed with the Securities and Exchange Commission on January 19, 2023

S-8 1 tm233845d1s8.htm FORM S-8 As filed with the Securities and Exchange Commission on January 19, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 NOVAVAX, INC. (Exact name of Registrant as specified in its charter) Delaware (State of incorporation) 21 Firstfield Road Gaithersburg,

Form of Non-Statutory Stock Option Agreement under the Novavax, Inc. 2023 Inducement Plan (Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed on January 9, 2023 (File No. 000-26770))

Exhibit 10.2 NOVAVAX, INC. 2023 Inducement Plan Non-Statutory Stock Option Agreement 1. Grant of Option. Novavax, Inc., a Delaware corporation (the “Company”), hereby grants to [●] (the “Optionee”), as of [●] (the “Date of Grant”), an option (the “Option”), pursuant to the Company’s 2023 Inducement Plan, as amended from time to time (the “Plan”), to purchase an aggregate of [●] shares of Common St

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 5, 2023 NOVAVAX, INC. (Ex

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 5, 2023 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

Novavax, Inc. 2023 Inducement Plan (Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 9, 2023 (File No. 000-26770))

Exhibit 10.1 NOVAVAX, INC. 2023 INDUCEMENT PLAN 1. Purpose. The purpose of the Plan is to allow the Company to provide an inducement to secure and retain the services of Eligible Individuals (as defined in Section 3) by providing these individuals with capital stock ownership opportunities. This Plan is intended to meet the requirements of a plan providing for inducement grants under Rule 5635(c)(

Form of Restricted Stock Unit Award Agreement under the Novavax, Inc. 2023 Inducement Plan (Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed on January 9, 2023 (File No. 000-26770))

Exhibit 10.3 NOVAVAX, INC. 2023 Inducement Plan Restricted Stock Unit Award Agreement This RESTRICTED STOCK UNIT AWARD AGREEMENT (“Agreement”) is made as of [●] (the “Date of Grant”) by and between Novavax, Inc., a Delaware corporation (the “Company”), and [●] (the “Grantee”). WHEREAS, the Company desires to grant, and the Grantee desires to accept, an award of restricted stock units as herein des

Novavax Names John C. Jacobs as New President & Chief Executive Officer

Exhibit 99.1 Press Release Novavax Names John C. Jacobs as New President & Chief Executive Officer • Current President & CEO Stanley C. Erck will retire effective January 23 with plans to support the leadership transition in an advisory capacity • Novavax is well-positioned to execute on its strategy, with global authorizations for its COVID-19 vaccine and continued clinical pipeline development G

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): December 23, 2022 NOVAVAX, INC. (

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): December 23, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): December 20, 2022 NOVAVAX, INC. (

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): December 20, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Indenture (including form of Notes) with respect to the Company's 5.00% Convertible Senior Notes due 2027, dated as of December 20, 2022, between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on December 21, 2022 (File No. 000-26770))

Exhibit 4.1 EXECUTION VERSION NOVAVAX, INC., as Issuer, AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of December 20, 2022 5.00% Convertible Senior Notes due 2027 TABLE OF CONTENTS Page Article 1 Definitions Section 1.01 . Definitions 1 Section 1.02 . References to Interest 14 Article 2 Issue, Description, Execution, Registration and Exchange of Notes Section 2

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): December 14, 2022 NOVAVAX, INC. (

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): December 14, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Underwriting Agreement, dated as of December 15, 2022, between Novavax, Inc. and J.P. Morgan Securities LLC, Jefferies LLC and Cowen and Company, LLC, as representatives of the Underwriters.

EX-1.1 2 tm2232888d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 Execution Version 6,500,000 Shares of Common Stock par value $0.01 975,000 Option Shares Novavax, Inc. UNDERWRITING AGREEMENT December 15, 2022 J.P. Morgan Securities LLC 383 Madison Avenue, Floor 38 New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 Cowen and Company, LLC 599 Lexington Avenue, Floor 20 New York,

Calculation of Filing Fee Tables (Form Type) Novavax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities

Exhibit 107 Calculation of Filing Fee Tables 424(b)(5) (Form Type) Novavax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Fo

6,500,000 Shares Novavax, Inc. Common Stock

TABLE OF CONTENTS  Filed Pursuant to 424(b)(5)  Registration No. 333-237094 PROSPECTUS SUPPLEMENT (to Prospectus dated March 11, 2020) 6,500,000 Shares Novavax, Inc. Common Stock We are offering 6,500,000 shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market under the symbol “NVAX”. The last reported sale price of our common stock on the Nasdaq Global Select Mar

Novavax, Inc. 6,500,000 Shares of Common Stock

Filed Pursuant to Rule 433 Issuer Free Writing Prospectus dated December 15, 2022 Relating to Preliminary Prospectus Supplement dated December 14, 2022 Registration Statement No.

Subject to Completion Dated December 14, 2022

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

Regulation FD Disclosure, Other Events

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): December 14, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

NVAX / Novavax, Inc. / VANGUARD GROUP INC - SCHEDULE 13G/A Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.: 2)* Name of issuer: Novavax Inc. Title of Class of Securities: Common Stock CUSIP Number: 670002401 Date of Event Which Requires Filing of this Statement: November 30, 2022 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 NOVAVAX, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 8, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

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): November 18, 2022 NOVAVAX, INC. (

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): November 18, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

Modification No. 16 to Undefinitized Project Agreement No. 01, dated September 9, 2022, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No. 000-26770))

Exhibit 10.6 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***] Subject: Modification No. 16 to Project Agreement No. 01; MCDC2011-001 Reference: MCDC Base Agreement No. 2020-530 Dear [

Amended and Restated SARS-CoV-2 Vaccine Supply Agreement, dated as of July 1, 2022, between the Company and The Secretary of State for Business, Energy and Industrial Strategy, acting on behalf of the government of the United Kingdom of Great Britain and Northern Ireland (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No. 000-26770))

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] [***] EXECUTION VERSION DATED 22 OCTOBER 2020 NOVAVAX, INC. AND THE SECRETARY OF STATE FOR BUSINESS, ENERGY AND INDUSTRIAL STRATEGY AMENDED AND RESTATED SARS-COV-2 VACCINE SUPPLY AGREEMENT

Modification No. 15 to Undefinitized Project Agreement No. 01, dated August 9, 2022, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No. 000-26770))

Exhibit 10.5 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. August 9, 2022 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Senior Vice President, Commercial Strategy Subject: Modification No. 15 to Project Agreement No. 01; MCDC

Letter of Amendment to the Amended and Restated SARS-CoV-2 Vaccine Supply Agreement, dated as of September 26, 2022, between the Company and The Secretary of State for Business, Energy and Industrial Strategy, acting on behalf of the government of the United Kingdom of Great Britain and Northern Ireland (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No. 000-26770))

Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 United States of America 26th September 2022 Dear Novavax, Letter of Amendment to the Amended and Restated SARS-COV-2 Vaccine Supply Agree

Settlement Agreement, dated September 30, 2022, between the Company and FUJIFILM Diosynth Biotechnologies UK Limited, FUJIFILM Diosynth Biotechnologies Texas, LLC, and FUJIFILM Diosynth Biotechnologies USA, Inc. (Incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No. 000-26770))

Exhibit 10.8 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE This CONFIDENTIAL SETTLEMENT AGREEMENT AND RELEASE (the “Agreement”), effective as of September 30, 2022 (the “Effective Date”), is made by and betw

Modification No. 02 to Base Agreement between the Company and Advanced Technology International, dated as of August 2, 2022 (Incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No. 000-26770))

Exhibit 10.3 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Senior Vice President Subject: Modification No. 02 Reference: MCDC Base Agreement No. 2020-530 Dear [***]: In accordance

Amendment of Solicitation/Modification of Contract No. 4, dated as of July 29, 2022, between the Company. and the U.S. Department of Defense Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense

Exhibit 10.7 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT 1.CONTRACT ID CODE PAGE OF PAGES 1 3 1.AMENDMENT/MODIFICATION NO. 1.EFFECTIVE DATE 1.REQUISITION/PURCHASE REQ. NO. 1.PROJECT NO.(If applicable)

Modification No. 14 to Undefinitized Project Agreement No. 01, dated July 1, 2022, between the Company and Advanced Technology International (Incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, filed on November 9, 2022 (File No. 000-26770))

Exhibit 10.4 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS OF THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. July 1, 2022 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Senior Vice President, Commercial Strategy Subject: Modification No. 14 to Project Agreement No. 01; MCDC20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770

(in thousands, except per share information)

Exhibit 99.1 Novavax Reports Third Quarter 2022 Financial Results and Operational Highlights · Achieved total revenue for the third quarter of $735 million · Delivered over 94 million doses of NVX-CoV2373 globally to date · Authorized as a booster for adults in the U.S., E.U., and additional markets · Authorized as a primary series for adolescents aged 12 – 17 years in U.S., EU, Japan, and additio

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): November 8, 2022 NOVAVAX, INC. (E

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): November 8, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

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): October 29, 2022 NOVAVAX, INC. (E

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): October 29, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number) (

Novavax Appoints Rick Rodgers to Board of Directors

EX-99.1 2 tm2229431d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Press Release Novavax Appoints Rick Rodgers to Board of Directors GAITHERSBURG, Md., November 1, 2022 – Novavax, Inc. (Nasdaq: NVAX), a biotechnology company dedicated to developing and commercializing next-generation vaccines for serious infectious diseases, today announced the appointment of Richard Rodgers, MBA to its board as an indepen

Entry into a Material Definitive Agreement

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): September 30, 2022 NOVAVAX, INC. (Exact name of registrant as specified in charter) Delaware 0-26770 22-2816046 (State or Other Jurisdiction of Incorporation) (Commission File Number)

between Novavax, Inc. and Serum Life Sciences Limited

Exhibit 10.3 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CONTRACT DEVELOPMENT MANUFACTURE AGREEMENT Between Serum Life Sciences Limited and Novavax, Inc. Dated October 21, 2021 1 CONTRACT DEVELOPMENT MANUFACTURE AGREEMENT This CONTRACT DEVELOPMENT MANUFA

Filing Fee Table

Exhibit 107.1 Calculation of Filing Fee Tables Form S-8 (Form Type) Novavax, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1—Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Novavax, Inc. Amended and R

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 8, 2022 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.

Amendment No. 1 to the Contract Development Manufacture Agreement

Exhibit 10.4 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. AMENDMENT NO. 1 TO THE CONTRACT DEVELOPMENT MANUFACTURE AGREEMENT BETWEEN NOVAVAX, INC AND SERUM LIFE SCIENCES LIMITED Page 1 of #NUMPAGES# This Amendment No. 1 (?Amendment No. 1?) to the Contract

Statement of Work No. 1 to the Contract Development Manufacture Agreement

Exhibit 10.5 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STATEMENT OF WORK #1 to the CONTRACT DEVELOPMENT MANUFACTURE AGREEMENT between SERUM LIFE SCIENCES LIMITED and NOVAVAX, INC. THIS STATEMENT OF WORK No. 1 (?SOW No. 1?) is made, effective as of 29,

As filed with the Securities and Exchange Commission on August 8, 2022

As filed with the Securities and Exchange Commission on August 8, 2022 Registration No.

Novavax Reports Second Quarter 2022 Financial Results and Operational Highlights

EX-99.1 2 tm2222948d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Novavax Reports Second Quarter 2022 Financial Results and Operational Highlights · Received FDA EUA and CDC recommendation for NVX-CoV2373, marking the first protein-based COVID-19 vaccine authorized in the U.S. for adults; with immunizations underway · Nuvaxovid™ and Covovax™ authorized for adults in 43 countries, with booster authorizatio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVAV

Entry into a Material Definitive Agreement

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): July 6, 2022 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.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): June 16, 2022 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

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 9, 2022 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

Modification No. 01 to Base Agreement between the Company and Advanced Technology International, dated as of March 23, 2022 (Incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 9, 2022 (File No. 000-26770))

Exhibit 10.1 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. January 26, 2022 Novavax, Inc. 21 Firstfield Road Gaithersburg, MD 20878 Attention: [***], Senior Vice President Subject: Modification No. 01 Reference: MCDC Base Agreement No. 2020-530 Dear [***]:

Novavax Reports First Quarter 2022 Financial Results and Operational Highlights

Exhibit 99.1 Novavax Reports First Quarter 2022 Financial Results and Operational Highlights ? Achieved revenue of $704 million and net income of $203 million highlighting the first profitable quarter as a commercial stage company ? Reiterating full year 2022 total revenue guidance of between $4 and $5 billion ? Continued label expansion including primary, booster and adolescent authorizations and

Change Order No. 1 to Statement of Work No. 1 to Collaboration and Exclusive License Agreement between the Company and SK bioscience Company Limited, dated as of March 31, 2022 (Incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed on May 9, 2022 (File No. 000-26770))

Exhibit 10.2 CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. CHANGE ORDER No. 1 This Change Order No.1 (?Change Order?) is made effective as of 31 March 2022 (?Change Order No. 1 Effective Date?) by and between Novavax, Inc., a Delaware corporation having a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 000-26770 NOVA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use o

Amended and Restated Novavax, Inc. 2013 Employee Stock Purchase Plan (Incorporated by reference to Appendix D of the Registrant's Definitive Proxy Statement filed on May 2, 2022 in connection with the Annual Meeting held on June 16, 2022 (File No. 000-26770)).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION. Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use o

Initial Results from Novavax’ COVID-19-Influenza Vaccine Trial are First to Show Feasibility of Combination Vaccine

Exhibit 99.2 Initial Results from Novavax? COVID-19-Influenza Vaccine Trial are First to Show Feasibility of Combination Vaccine ? Phase 1/2 clinical trial of COVID-19-Influenza combination vaccine candidate indicates vaccine is well-tolerated and immunogenic ? Data from this combination trial will inform planned Phase 2 dose confirmation trial, scheduled to begin by the end of 2022 ? Immune respo

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 20, 2022 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.

1 © 2022 NOVAVAX. All rights reserved. UPDATE ON NOVAVAX INVESTIGATIONAL N anoFlu VACCINE AND COVID - 19 - INFLUENZA COMBINATION VACCINE DEVELOPMENT VIVEK SHINDE, MD APRIL 20, 2022 | NOVAVAX

Exhibit 99.1 1 ? 2022 NOVAVAX. All rights reserved. UPDATE ON NOVAVAX INVESTIGATIONAL N anoFlu VACCINE AND COVID - 19 - INFLUENZA COMBINATION VACCINE DEVELOPMENT VIVEK SHINDE, MD APRIL 20, 2022 | NOVAVAX SAFE HARBOR STATEMENT 2 ? 2022 NOVAVAX. All rights reserved. Certain information, particularly information relating to the future of Novavax, its operating plans and prospects, its partnerships, t

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): March 5, 2022 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