{"url_path":"/sec/nvax/8-k/2026-01-12/item-2-02","section_key":"item-2-02","section_title":"Item 2.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-01-12","source_url":"https://www.sec.gov/Archives/edgar/data/1000694/0001104659-26-002725-index.html","accession_number":"0001104659-26-002725","cik":"0001000694","ticker":"NVAX","issuer_name":"NOVAVAX INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1000694/0001104659-26-002725-index.html","primary_entity_key":"0001000694","primary_entity_name":"NOVAVAX INC"},"word_count":539,"has_tables":true,"body_markdown":"**Item 2.02**\n**Results of Operations and Financial Condition**\n\n \n\nOn January 12, 2026,\nNovavax, Inc. (the “Company”) plans to provide an update for investors.\n\n \n\nThe Company is in the\nprocess of finalizing its financial results for the year ended December 31, 2025, and the foregoing preliminary financial data is\nbased on available information to date. This financial data for the year ended December 31, 2025 is preliminary and may change. This\npreliminary financial data has been prepared by, and is the responsibility of, the Company’s management. Ernst & Young\nLLP, the Company’s independent registered public accounting firm, has not audited, reviewed, compiled or performed any procedures\nwith respect to this preliminary financial data, nor have any other independent accountants. Accordingly, Ernst & Young LLP does\nnot express an opinion or any other form of assurance with respect thereto. The Company’s actual results for this period may differ\nfrom the foregoing preliminary financial data and such changes could be material. In addition, this preliminary financial data should\nnot be viewed as a substitute for full financial statements for the year ended December 31, 2025 prepared in accordance with U.S.\ngenerally accepted accounting standards. Additional information that will be material to investors will be provided in these financial\nstatements, and, accordingly, investors should not place undue reliance on the limited preliminary information being provided herein.\n\n \n\nThis Current Report on\nForm 8-K includes forward-looking statements including statements regarding the Company’s current expectations, financial results\nand anticipated results of operations, including expected combined annual research and development and selling, general and administrative\nexpenses for 2025, 2026 and 2027. Generally, forward-looking statements can be identified through the use of words or phrases such as\n“could,” “will,” “would,” “can,” “estimate,” “continue,” “ongoing,”\n“consider,” “anticipate,” “intend,” “seek,” “plan,” “project,”\n“expect,” “should,” “prepare”, or “aim”, the negative of these terms, or other comparable\nterminology, although not all forward-looking statements contain these words. Forward-looking statements involve estimates, assumptions,\nrisks, and uncertainties that could cause actual results or outcomes to differ materially from those expressed or implied in any forward-looking\nstatements, and, therefore, you should not place considerable reliance on any such forward-looking statements. Such risks and uncertainties\ninclude, among others, that the Company’s full financial statements for the year ended December 31, 2025 prepared in accordance\nwith U.S. generally accepted accounting standards may differ materially from the preliminary and unaudited amounts reported herein and\nother risks and uncertainties are identified in the presentation and under the heading “Risk Factors” in the Company’s\nmost recent Annual Report on Form 10-K, in subsequent Quarterly Reports on Form 10-Q and in any subsequent filings with the\nSecurities and Exchange Commission. Further, any forward-looking statement speaks only as of the date when it is made, and the Company\nundertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or\notherwise, unless required by law. New factors emerge from time to time, and it is not possible for the Company to predict which factors\nwill arise. In addition, the Company cannot assess the impact of each factor on our business or the extent to which any factor, or combination\nof factors, may cause actual results to differ materially from those contained in any forward-looking statements."}