NOVAVAX INC (NVAX): debt financing — Novavax issues $225M 4.625% convertible notes due 2031, exchanges $148.7M of 2027 notes

NOVAVAX INC

Issued $225M principal of 4.625% Convertible Senior Notes due 2031; initial conversion price ~$11.14 (27.5% premium).
Exchanged ~$175.3M of new notes for ~$148.7M of existing 5.00% 2027 notes; $49.7M for cash.
Notes mature Sept 1, 2031; interest payable semi-annually; redeemable by company after Sept 5, 2028 if stock >130% of conversion price.
Maximum dilution: 25,743,690 shares upon conversion at max conversion rate $8.74 per share.
Exchange portion unregistered under Section 3(a)(9); shares upon conversion also exempt.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

NOVAVAX INC incurred convertible notes of $225.0 million aggregate principal amount with The Bank of New York Mellon Trust Company, N.A. at 4.625% per annum maturing September 1, 2031.

Instrument: convertible notes
Principal: $225.0 million aggregate principal amount
Counterparty: The Bank of New York Mellon Trust Company, N.A.
Rate: 4.625% per annum
Maturity: September 1, 2031
Event: incurrence

Exact text from the filing

On August 27, 2025, Novavax, Inc. (the “Company”) consummated (the “Closing”) the previously announced privately negotiated exchange and subscription transactions, pursuant to which it issued $225.0 million aggregate principal amount of its 4.625% Convertible Senior Notes due 2031 (the “Notes”)

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Source: SEC EDGAR

accession 0001104659-25-084053

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