NOVAVAX INC

The information set forth below is included for the purpose of providing disclosure under Item 5.02 – “Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers” of Form 8-K.

At the Company’s Annual Meeting of Stockholders held on June 18, 2026, the Company’s stockholders of record at the close of business on April 23, 2026 approved:

An amendment and restatement of the Company’s Amended and Restated 2015 Stock Incentive Plan, as amended (such amendment and restatement, the “Amended 2015 Stock Plan”), to increase the number of shares of Common Stock available for issuance thereunder (including pursuant to the exercise of incentive stock options) by 9,400,000 shares of Common Stock to a maximum of 36,870,000 shares; and

An amendment and restatement of the Company’s 2013 Employee Stock Purchase Plan, as amended (such amendment and restatement, the “Amended ESPP”), to increase the number of shares of Common Stock available for issuance thereunder by 1,000,000 shares, such that the number of shares available for issuance is the lesser of (a) 3,375,888 shares of Common Stock increased on January 1 of each year by 5% of the share pool and (b) 4,820,564 shares of Common Stock.

The Amended 2015 Stock Plan and Amended ESPP were each adopted by the Company’s board of directors on April 22, 2026, and became effective upon stockholder approval at such Annual Meeting.

Descriptions of the Amended 2015 Stock Plan and Amended ESPP were included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on April 27, 2026 and are incorporated herein by reference. These descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Amended 2015 Stock Plan and Amended ESPP, as applicable, copies of which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Quarterly Report and incorporated herein by reference.

Insider Trading Arrangements

During the three months ended June 30, 2026, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act)adopted orterminated a “Rule 10b5 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.