NOVAVAX INC

This summary represents only selected information. You should review the entire proxy statement before voting.

Novavax, Inc. 2026 Annual Meeting of Stockholders

MATTERS TO BE VOTED ON AT THE ANNUAL MEETING

Proxy Summary

HOW TO VOTE

Have your Notice of Internet Availability, proxy card, or voting instruction form in hand, with your 16-digit control number available. Even if you plan to attend the virtual meeting, please vote as soon as possible to ensure your shares are represented.

NOTE ABOUT FORWARD-LOOKING STATEMENTS

Any statements in the discussion below and elsewhere in this Proxy Statement about expectations, beliefs, plans, objectives, assumptions, or future events or performance of the Company are not historical facts and are forward-looking statements. Such forward-looking statements include, without limitation, statements about our stockholder engagement program; the execution of our corporate growth strategy and strategic priorities for 2026, including the leveraging of our technology platform and pipeline to forge additional partnerships and the advancement of our technology platform and early-stage pipeline; our ability to deliver long-term growth and achieve our profitability goals; our efforts to make a positive impact on global health and operate in a sustainable and inclusive manner; our compensation program goals; and the impact of compensation paid to our named executive officers to encourage the achievement of our strategic priorities and milestones in 2025 and beyond; and other matters referenced herein. Generally, forward-looking statements can be identified through the use of words or phrases such as “believe,” “may,” “could,” “will,” “would,” “possible,” “can,” “estimate,” “continue,” “ongoing,” “consider,” “anticipate,” “intend,” “seek,” “plan,” “project,” “expect,” “should,” “would,” “aim,” or “assume,” the negative of these terms, or other comparable terminology, although not all forward-looking statements contain these words.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs and expectations about the future of our business, future plans and strategies, projections, anticipated events and trends, the economy, and other future conditions. Forward-looking statements involve estimates, assumptions, risks, and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking statements, and, therefore, you should not place considerable reliance on any such forward-looking statements. Such risks and uncertainties include, without limitation, the ability to successfully and timely obtain and maintain full U.S. FDA licensure or foreign regulatory approvals necessary to manufacture, market, distribute, or deliver Nuvaxovid; the impact of delays in obtaining regulatory approval, including regulatory decisions impacting labeling, approval or authorization, including the scope of the indicated population, product dosage, manufacturing processes, shelf life, safety, for our product candidates; challenges in conducting the postmarketing commitment (“PMC”) study, our ability to obtain adequate additional funding to maintain our current level of operations and fund the further development of our vaccine candidates; challenges related to our partnership with Sanofi, including collaboration on the Nuvaxovid PMC, and in pursuing additional partnership opportunities; challenges satisfying, alone or together with partners, various safety, efficacy, and product characterization requirements, including those related to process qualification, assay validation and stability testing, necessary to satisfy applicable

Proxy Summary

regulatory authorities; challenges or delays in conducting clinical trials or studies for our product candidates; manufacturing, distribution or export delays or challenges; our substantial dependence on Serum Institute of India Pvt. Ltd. and Serum Life Sciences Limited for co-formulation and filling our COVID-19 vaccine and the impact of any delays or disruptions in their operations; the impact of potential legislative, regulatory, or policy changes under the current presidential administration, including any adverse impact funding for vaccine research and development, reimbursement for vaccines and their administration, vaccine mandates and recommendations, and public perception of vaccine importance; uncertainty with respect to pricing, third-party reimbursement and healthcare reform; the impact of any new or changes in interpretations of existing trade measures, including tariffs, embargoes, sanctions, import restrictions, and export licensing requirements; difficulty obtaining scarce raw materials and supplies including for our proprietary adjuvant; resource constraints, including human capital and manufacturing capacity; constraints on the ability to pursue planned regulatory pathways, alone or with partners, in multiple jurisdictions simultaneously, leading to staggering of regulatory filings, and potential regulatory actions; challenges in our partner Sanofi achieving commercial adoption and market acceptance of Nuvaxovid or any COVID-19 variant strain containing formulation, or other candidates; challenges meeting contractual requirements under agreements with multiple commercial, governmental, and other entities, including requirements to deliver doses that may require Novavax to refund portions of upfront and other payments previously received or result in reduced future payments pursuant to such agreements; challenges related to the seasonality of vaccinations against COVID-19; challenges related to the demand for vaccinations against COVID-19 or influenza; challenges in identifying and successfully pursuing innovation expansion opportunities; our expectations as to expenses and cash needs may prove not to be correct for reasons such as changes in plans or actual events being different than our assumptions and other risks and uncertainties identified in Part I, Item 1A “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”) on February 26, 2026, which may be detailed and modified or updated in other documents filed with the SEC from time to time, and are available atwww.sec.gov and atwww.novavax.com. You are encouraged to read these filings as they are made.

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

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Board of Directors

(1)As of April 23, 2026.

(2)The Capital Allocation Committee was formed in 2026.

Proxy Summary

BOARD ATTRIBUTES

BOARD SKILLS MATRIX

Our directors have a broad and diverse set of skills, business experience, and industry knowledge. We believe that our Board collectively possesses an appropriate mix of skills to provide strong strategic direction and oversight of our business. The table below summarizes the skills of each of our directors that we believe are particularly relevant to his or her service on our Board, as described in more detail in each director’s biography. The absence of a mark does not necessarily indicate that the director does not possess any relevant experience or competence in the area.

Proxy Summary

ISG Stewardship Principles

Our Board and executive leaders are stewards of our stockholders’ interests, believing that strong and effective corporate governance is essential to our success. As a cornerstone of our corporate governance program, we provide transparent disclosure to our stockholders on a consistent basis. Our approach integrates all components of effective governance, including a strong ethical culture, an ongoing stockholder engagement program, and sound financial, regulatory, and legal compliance functions. Novavax supports and follows the Investor Stewardship Group’s (“ISG”) Corporate Governance Framework for U.S. Listed Companies. Below is an illustration how certain of our governance practices directly support each of the six ISG principles.

Proxy Summary

Executive Compensation Highlights

STOCKHOLDER ENGAGEMENT

Stockholder Engagement HighlightsWe value engagement with our stockholders. We communicate regularly with stockholders and other stakeholders throughout the year, and the Board considers a range of stakeholder perspectives in discharging its oversight responsibilities.•In 2025, we received the support of 72.3% of votes cast for our “say-on-pay” proposal and we looked to enhance our Stockholder Outreach program. We made a concerted effort to better understand stockholders’ views on the 2025 say-on-pay vote, actively soliciting feedback throughout 2025.•Topics discussed in connection with our Stockholder Outreach program included executive compensation, including the design of a compensation policy that effectively incentivizes and rewards executives through defined goals and strategic performance metrics.•During 2025, we contacted each of our top 20 institutional stockholders, representing approximately 78% of our institutional ownership and 46% of shares outstanding. The Board and the Compensation Committee discussed the feedback from our stockholders on executive compensation. Stockholders who engaged with us expressed favorable views on the structure, design and governance of our executive compensation, and no stockholders suggested or recommended changes to the structure or elements of our compensation program.

COMPENSATION PHILOSOPHY AND OBJECTIVES

Our compensation program is designed to attract, retain, and reward a high-performance workforce in an extremely competitive recruitment and retention market to achieve Novavax’s mission, vision, and goals.

Auditors

Ernst & Young LLP has served as our independent auditors since 2014. We are asking our stockholders to ratify the selection of Ernst & Young LLP as our independent auditors for the fiscal year ending December 31, 2026. Representatives of Ernst & Young LLP are expected to be present at the Annual Meeting and will have an opportunity to address the Annual Meeting if they desire to do so. They will also be available to respond to appropriate questions from stockholders.