Financial Analysis

Commitment and Contingencies Legal Matters The Company is involved in various legal proceedings arising in the normal course of business. Although the outcomes of these legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flows. Purchase Commitments The Company has entered into agreements in the normal course of business with CMOs and CDMOs supplying the Company with production capabilities, and with vendors for preclinical studies, clinical trials, and other goods or services. Certain agreements provide for termination rights subject to termination fees. Under such agreements, the Company is contractually obligated to make payments to vendors, mainly to reimburse them for their estimated unrecoverable expenses. The exact amount of such obligations are dependent on the timing of termination and the terms of the relevant agreement, and cannot be reasonably estimated. As of December 31, 2025, most of these agreements were active ongoing arrangements and the Company expects to receive value from these arrangements in the future. The Company recognizes fees related to obligations for terminated contracts where such fees are reasonably estimable. The Company did not accrue obligations that were not reasonably estimable. As of December 31, 2025, the Company had $2.7 million of non-cancelable purchase commitments with a r …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Long-Term Debt The Companys long-term debt consisted of the following (in thousands): December 31, 2025 2024 5.00% 2027 Convertible Notes $ 26,485 $ 175,250 4.625% 2031 Convertible Notes 225,000 Unamortized debt issuance costs (7,272) (5,566) Total convertible notes payable $ 244,213 $ 169,684 As of December 31, 2025 and December 31, 2024, the effective interest rate of the Convertible Senior Notes due 2027 is 6.2%. As of December 31, 2025, the effective interest rate of the Convertible Senior Notes due 2031 is 5.3%. The interest expense incurred in connection with the convertible notes payable consisted of the following (in thousands): Year Ended December 31, 2025 2024 2023 Coupon interest $ 9,867 $ 8,762 $ 9,779 Amortization of debt issuance costs 1,660 1,668 1,689 Total interest expense on convertible notes payable $ 11,527 $ 10,430 $ 11,468 2031 Convertible Notes In August 2025, the Company issued $225.0 million aggregate principal amount of its 4.625% Convertible Senior Notes due 2031 (the 2031 Notes) consisting of (a) $175.3 million principal amount of 2031 Notes issued in exchange for $148.8 million principal amount of the Companys 5.00% Convertible Senior Notes due 2027 (the 2027 Notes), and (b) approximately $49.7 million principal amount of 2031 Notes issued for cash, in each case, pursuant to exemptions from registration under the Securities Act of 1933, as amended (the Securities Act), and the rules and regulations thereunder. The 2031 Notes were issued pursuant t …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation Equity Plans In January 2023, the Company established the 2023 Inducement Plan (the 2023 Inducement Plan), which provides for the granting of share-based awards to individuals who were not previously employees, or following a bona fide period of non-employment, as an inducement material to such individuals entering into employment with the Company. The Company reserved 1.0 million shares of common stock for grants under the 2023 Inducement Plan. As of December 31, 2025, there were 0.1 million shares available for issuance under the 2023 Inducement Plan. The 2015 Stock Incentive Plan, as amended (2015 Plan), was approved at the Companys annual meeting of stockholders in June 2015. Under the 2015 Plan, equity awards may be granted to officers, directors, employees, and consultants of and advisors to the Company and any present or future subsidiary. The 2015 Plan authorizes the issuance of up to 27.5 million shares of common stock under equity awards granted under the 2015 Plan. All such shares authorized for issuance under the 2015 Plan have been reserved. The 2015 Plan will expire on March 30, 2033. As of December 31, 2025, there were 6.7 million shares available for issuance under the 2015 Plan. The Amended and Restated 2005 Stock Incentive Plan (2005 Plan) expired in February 2015 and no new awards may be made under such plan, although awards will continue to be outstanding in accordance with their terms. The 2023 Inducement Plan and the 2015 Plan pe …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The following table represents the estimated fair value of the Companys financial assets and liabilities (in thousands): Fair Value at December 31, 2025 Fair Value at December 31, 2024 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Assets Money market funds (1) $ 128,152 $ $ $ 287,393 $ $ Government-backed securities (1) 90,000 130,000 Treasury securities 220,299 184,554 Corporate debt securities (2) 260,154 243,158 Agency securities 13,997 Total $ 128,152 $ 584,450 $ $ 287,393 $ 557,712 $ Liabilities 5.00% Convertible notes due 2027 $ $ 28,313 $ $ $ 174,386 $ 4.625% Convertible notes due 2031 221,967 Total Convertible notes payable $ $ 250,280 $ $ $ 174,386 $ (1) Classified as cash and cash equivalents as of December 31, 2025 and 2024. (2) Includes $34.8 million classified as cash and cash equivalents as of December 31, 2024. Fixed-income investments categorized as Level 2 are valued at the custodian bank by a third-party pricing vendors valuation models that use verifiable observable market data, such as interest rates and yield curves observable at commonly quoted intervals and credit spreads, bids provided by brokers or dealers, or quoted prices of securities with similar characteristics. Pricing of the Companys convertible notes has been estimated using observable inputs, including the price of the Companys common stock, implied volatility, interest rates, and credit spreads. During the years ended December 31, 2025 and 2024, the Company did not …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Income Taxes The Companys income (loss) before income tax expense by jurisdiction is as follows (in thousands): Year Ended December 31, 2025 2024 2023 Domestic $ 426,282 $ (261,909) $ (628,984) Foreign 15,885 85,294 85,953 Income (loss) before income tax expense $ 442,167 $ (176,615) $ (543,031) Significant components of the current and deferred income tax expense (benefit) are as follows (in thousands): Year Ended December 31, 2025 2024 2023 Current: Domestic $ $ $ (1,300) State and local (26) 43 (157) Foreign 1,908 12,264 1,445 Total current income tax expense (benefit) 1,882 12,307 (12) Deferred: Foreign (17) (1,423) 2,043 Total income tax expense $ 1,865 $ 10,884 $ 2,031 A reconciliation of the provision for income taxes to the amount computed by applying the 21% statutory U.S. federal income tax rate to income before income taxes after the adoption of ASU 2023-09 is as follows: Year Ended December 31, 2025 Amount % Statutory federal income tax expense $ 92,855 21 % State and local income taxes, net of federal benefit (1) 155 % Foreign tax effects Czech Republic Non-taxable foreign currency adjustment (4,845) (1) % Other foreign tax jurisdictions 3,413 1 % Effect of cross-border tax laws Net controlled foreign corporation tested income 4,049 1 % Other 416 % Changes in valuation allowance (101,100) (23) % Non-taxable or non-deductible items Share-based compensation (2) 5,443 1 % Other 1,770 % Changes in unrecognized tax benefits (106) % Other adjustments (185) % Income tax …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

"Leases The Company has operating and finance leases for its research and development and manufacturing facilities, corporate headquarters and offices as well as embedded leases related to manufacturing supply agreements with CMOs. During the year ended December 31, 2025, as part of its global restructuring and cost reduction plan (Restructuring Plan), the Company classified its corporate headquarters facility at 700 Quince Orchard, Gaithersburg, Maryland (700QO), together with its related finance lease obligation, certain related property and equipment and land parcel adjacent to the facility (collectively referred to as the ""Disposal Group""), as held for sale (see Note 19). As of December 31, 2025, the assets and liabilities of the Disposal Group were classified as held for sale and were presented separately in Current assets and Current liabilities on the consolidated balance sheet. As a result of this classification, the 700QO ROU asset and lease liability balance as of December 31, 2025, are excluded from the lease balances and related disclosures presented in the Supplemental balance sheet information table below. Supplemental balance sheet information related to leases as of December 31, 2025 and 2024 was as follows (in thousands, except weighted-average remaining lease term and discount rate): December 31, Lease Assets and Liabilities Classification 2025 2024 Assets: ROU assets, operating, net Right-of-use asset, net $ 20,332 $ 21,846 ROU assets, finance, net Right- …

LesseeOperatingLeasesTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Not Yet Adopted In October 2023, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2023-06, Disclosure Improvements: Codification Amendments in Response to the SECs Disclosure Update and Simplification Initiative (ASU 2023-06), to clarify or improve disclosure and presentation requirements of a variety of topics and align the requirements in the FASB ASC with the SEC's regulations. The effective date for each amendment in the Update is the effective date that the SEC removes the disclosure requirement from its regulations. The Company is currently evaluating ASU 2023-06, however, as the ASU codifies SEC regulations, the Company does not anticipate that its implementation will have a material effect on the Company's consolidated financial statements and disclosures. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03). The ASU includes enhanced disclosure requirements, which mandate transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Employee Benefits The Company maintains a defined contribution 401(k) retirement plan, pursuant to which employees may elect to contribute up to 100% of their compensation on a tax deferred basis up to the maximum amount permitted by the Internal Revenue Code of 1986, as amended. The Company matches 100% of the first 3% of the participants deferral, and 50% on the next 2% of the participants deferral, up to a potential 4% Company match. The Companys matching contributions to the 401(k) plan vest immediately. Under its 401(k) plan, the Company has recorded expense of $4.5 million, $5.5 million, and $7.0 million in 2025, 2024, and 2023, respectively. The Companys foreign subsidiaries have pension plans under local tax and labor laws and are obligated to make contributions to the plan. Contributions and other expenses related to these plans were $2.7 million, $2.6 million, and $3.0 million in 2025, 2024, and 2023, respectively. …

PensionAndOtherPostretirementBenefitsDisclosureTextBlock · excerpt; the full note is in the filing

"Restructuring During the three months ended September 30, 2025, the Company classified its corporate headquarters facility at 700QO, together with its related finance lease obligation, certain related property and equipment and land parcel adjacent to the facility as held for sale, in accordance with its accounting policy defined in Note 2. The assets and liabilities of the Disposal Group were classified as held for sale and were presented separately in Current assets and Current liabilities on the consolidated balance sheet. In October 2025, the Company entered into an assignment of the lease with respect to the Disposal Group with AstraZeneca Pharmaceuticals LP (AstraZeneca). The effect of the agreement is to assign the lease agreement for 700QO, together with a parcel purchase agreement for the sale of a parcel of land adjacent to the 700QO facility and an asset purchase agreement for the sale of certain personal property and equipment, for an aggregate of $59.8 million payable by AstraZeneca to the Company. The fair value less cost to sell of the Disposal Group was $56.3 million, comprised of $59.8 million of sale consideration, less $3.5 million of costs to sell. The carrying value of the Disposal Group was determined to be greater than its fair value less costs to sell and, consequently, the Company recorded an impairment of assets held for sale of $97.8 million during the year ended December 31, 2025. The initial net payment of $19.7 million related to the parcel purc …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue The Company's accounts receivable, net, included $95.6 million and $102.9 million related to amounts that were billed to customers and $10.8 million and $5.4 million related to amounts which had not yet been billed to customers as of December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, changes in the Company's accounts receivables and deferred revenue balances and during the years ended December 31, 2025, 2024, and 2023, changes in the Companys allowance for credit losses were as follows (in thousands): Balance, Beginning of Period Additions Deductions Balance, End of Period Accounts receivable: Year ended December 31, 2025 $ 115,960 $ 623,802 $ (625,641) $ 114,121 Year ended December 31, 2024 304,916 1,083,036 (1,271,992) 115,960 Allowance for credit losses: (1) Year ended December 31, 2025 (7,675) (7,675) Year ended December 31, 2024 (7,675) (7,675) Year ended December 31, 2023 (13,835) 6,160 (7,675) Deferred revenue: (2) Year ended December 31, 2025 1,121,886 58,848 (681,738) 498,996 Year ended December 31, 2024 863,521 411,659 (153,294) 1,121,886 (1) There was no allowance for credit losses recorded during the year ended December 31, 2025 or 2024. In 2023, there was a $6.2 million reversal of a credit loss allowance due to the collection of a previously recognized allowance for credit losses. To estimate the allowance for credit losses, the Company evaluates the credit risk related to its customers based on historical loss e …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Reporting The Company manages its business as one reportable operating segment, an in-house early-stage R&D business to build a pipeline of high-value assets using its proven technology along with seeking to enter into partnerships to drive value creation for its assets. The Company has determined its reportable operating segment based on the management approach, which considers the internal organization and reporting used by the Companys CODM to make decisions about allocating resources and assessing the Companys performance. The Companys CODM uses consolidated single-segment net loss as reported in the consolidated statements of operations to evaluate performance, forecast future period financial results, allocate resources, and set incentive targets. The table below summarizes the significant expense categories regularly reviewed by the CODM (in thousands): Year Ended December 31, 2025 2024 2023 Revenue $ 1,123,479 $ 682,162 $ 983,705 Cost of sales 73,040 202,739 343,768 Research and development expenses: Direct COVID-19 Vaccine (1) 80,444 81,736 377,603 Direct CIC and influenza vaccines (1) 30,019 44,831 38,044 Direct other vaccine development programs (1) 4,634 510 1,042 Employee and benefit expenses 145,211 163,728 210,589 Facility and other research and development expenses (2) 82,012 100,364 110,224 Selling, general, and administrative expense 157,479 337,185 468,946 Other segment income (expense) (3) (110,338) 61,432 21,449 Net income (loss) $ 440,302 $ ( …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders Deficit In August 2023, the Company entered into an At Market Issuance Sales Agreement (the August 2023 Sales Agreement), which allows it to issue and sell up to $500 million in gross proceeds of shares of its common stock, and terminated its then-existing At Market Issuance Sales agreement entered in June 2021 (the June 2021 Sales Agreement). As of December 31, 2025, the remaining balance available under the August 2023 Sales Agreement was approximately $51 million. During the year ended December 31, 2024, the Company sold 12.2 million shares of its common stock under its August 2023 Sales Agreement, resulting in net proceeds of approximately $188 million. No shares were sold during the year ended December 31, 2025. In May 2024, the Company also entered into the Sanofi Subscription Agreement, pursuant to which the Company sold and issued to Sanofi, in a private placement, 6.9 million shares of the Companys common stock, par value $0.01 per share at a price of $10.00 per share, for aggregate gross proceeds to the Company of $68.8 million. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events In January 2026, the Company successfully completed the assignment of its leasehold interest in 700QO and sale of certain related property and equipment and received $39.8 million of the remaining consideration from AstraZeneca (Note 19). In connection with this closing, the Company was legally relieved of its primary obligation under the lease. The ROU asset and the related lease liability, classified as held for sale as of December 31, 2025, was derecognized from the consolidated balance sheet in the first quarter of 2026. No additional impairment adjustments are anticipated as a result of the closing of this transaction. In January 2026, the Company entered into a License and Option Agreement with Pfizer Inc. (Pfizer) for use of the Companys Matrix-M. Under the terms of the agreement, Pfizer will obtain a non-exclusive license for Matrix-M for use with Pfizer's products in up to two disease areas. The agreement provides for an upfront payment of $30 million, which was received in January 2026, and the Company has the potential to receive up to $500 million in development and sales milestone payments. In addition to milestone payments, the Company is eligible to receive tiered high mid-single digit percentage royalty payments on sales of any product by Pfizer that includes Matrix-M. In February 2026, the Company entered into a Credit, Security, and Guaranty Agreement (the Credit Agreement) with MidCap Financial Trust, as administrative agent. The Credit Ag …

SubsequentEventsTextBlock · excerpt; the full note is in the filing

Commitments and Contingencies Legal Matters The Company had been involved in a number of legal proceedings around stockholder litigation. The Company has previously disclosed the resolution of these matters, and all financial impact was reflected in the Companys results as of March 31, 2025. The Company is also involved in various other legal proceedings arising in the normal course of business. Although the outcomes of these other legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these other legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flows. …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

Long-Term Debt Total convertible notes payable consisted of the following (in thousands): September 30, 2025 December 31, 2024 5.00% Convertible Senior Notes due 2027 $ 26,485 $ 175,250 4.625% Convertible Senior Notes due 2031 225,000 Unamortized debt issuance costs (7,650) (5,566) Total convertible notes payable $ 243,835 $ 169,684 As of September 30, 2025 and December 31, 2024, the effective interest rate of the Convertible Senior Notes due 2027 is 6.2%. As of September 30, 2025, the effective interest rate of the Convertible Senior Notes due 2031 is 5.3%. The interest expense incurred in connection with the convertible notes payable consisted of the following (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Coupon interest $ 2,554 $ 2,192 $ 6,937 $ 6,576 Amortization of debt issuance costs 402 416 1,287 1,248 Total interest expense on convertible notes payable $ 2,956 $ 2,608 $ 8,224 $ 7,824 Convertible Senior Notes Due 2031 In August 2025, the Company issued $225.0 million aggregate principal amount of its 4.625% Convertible Senior Notes due 2031 (the 2031 Notes) consisting of (a) $175.3 million principal amount of 2031 Notes issued in exchange for $148.8 million principal amount of the Companys 5.00% Convertible Senior Notes due 2027 (the 2027 Notes), and (b) approximately $49.7 million principal amount of 2031 Notes issued for cash, in each case, pursuant to exemptions from registration under the Securities Act of 1933 …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

Stock-Based Compensation Equity Plans In January 2023, the Company established the 2023 Inducement Plan (the 2023 Inducement Plan), which provides for the grant of share-based awards to individuals who were not previously employees, or following a bona fide period of non- employment, as an inducement material to such individuals entering into employment with the Company. The Company reserved 1.0 million shares of common stock for grants under the 2023 Inducement Plan. As of September 30, 2025, there were 0.1 million shares available for issuance under the 2023 Inducement Plan. The Amended and Restated 2015 Stock Incentive Plan, as amended (2015 Plan), was approved at the Companys annual meeting of stockholders in June 2015. Under the 2015 Plan, equity awards may be granted to officers, directors, employees, and consultants of and advisors to the Company and any present or future subsidiary. The 2015 Plan authorizes the issuance of up to 27.5 million shares of common stock under equity awards granted under the 2015 Plan. All such shares authorized for issuance under the 2015 Plan have been reserved. The 2015 Plan will expire on April 19, 2034. As of September 30, 2025, there were 6.4 million shares available for issuance under the 2015 Plan. The 2023 Inducement Plan and the 2015 Plan permit, the grant of stock options (including incentive stock options), restricted stock, stock appreciation rights (SARs), and restricted stock units (RSUs). In addition, under the 2023 Inducemen …

DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock · excerpt; the full note is in the filing

Fair Value Measurements The following table represents the Companys fair value hierarchy for its financial assets and liabilities (in thousands): Fair Value at September 30, 2025 Fair Value at December 31, 2024 Assets Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 Money market funds (1) $ 106,160 $ $ $ 287,393 $ $ Government-backed securities (1) 150,000 130,000 Treasury securities 172,372 184,554 Corporate debt securities (2) 322,499 243,158 Total cash equivalents and marketable securities $ 106,160 $ 644,871 $ $ 287,393 $ 557,712 $ Liabilities 5.00% Convertible notes due 2027 $ $ 30,269 $ $ $ 174,386 $ 4.625% Convertible notes due 2031 $ $ 252,241 $ $ $ $ (1) Classified as cash and cash equivalents as of September 30, 2025 and December 31, 2024, respectively, on the consolidated balance sheets. (2) Includes $34.8 million classified as Cash and cash equivalents as of December 31, 2024 on the consolidated balance sheets. Fixed-income investments categorized as Level 2 are valued at the custodian bank by a third-party pricing vendors valuation models that use verifiable observable market data, such as interest rates and yield curves observable at commonly quoted intervals and credit spreads, bids provided by brokers or dealers, or quoted prices of securities with similar characteristics. Pricing of the Companys convertible notes has been estimated using observable inputs, including the price of the Companys common stock, implied volatility, interest rates, and credit spreads. …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

Goodwill The Company has one reporting unit. No goodwill impairment was identified for the period ended September 30, 2025. The Company had a negative carrying value as of September 30, 2025 and December 31, 2024. The change in the carrying amounts of goodwill for the nine months ended September 30, 2025 was as follows (in thousands): Amount Balance at December 31, 2024 $ 107,478 Currency translation adjustments 5,602 Balance at September 30, 2025 $ 113,080

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Income Taxes The Company evaluates the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. Significant pieces of objective evidence evaluated by the Company were the cumulative loss incurred over the three-year period ended September 30, 2025 and that the Company has historically generated pretax losses. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. On the basis of this evaluation, as of September 30, 2025, the Company continued to maintain a full valuation allowance against its deferred tax assets, except to the extent Net Operating Losses (NOLs) have been used to reduce taxable income. During the three months ended September 30, 2025 and 2024, the Company recognized $0.7 million and $1.0 million of income tax benefit related to federal, state, and foreign income tax expense and foreign withholding tax expense, respectively. During the nine months ended September 30, 2025 and 2024, the Company recognized $1.5 million and $3.4 million of income tax expense related to federal, state, and foreign income tax expense and foreign withholding tax expense, respectively. On July 4, 2025, President Trump signed into federal law H.R. 1 One Big Beautiful Bill Act (the Act). Included in the Act are several corporate federal income tax considerations that will be relevant to the Company, specifically with …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

Recent Accounting Pronouncements Not Yet Adopted In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40) (ASU 2024-03). The ASU includes enhanced disclosure requirements, which mandate transparency in financial statements by requiring detailed disclosures of specific expenses like inventory purchases, employee compensation, depreciation, and intangible asset amortization. In January 2025, the FASB issued ASU 2025-01, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40) An Amendment of the FASB Accounting Standards Codification (ASC), Clarifying the Effective Date, which clarifies that public business entities are required to adopt the ASU 2024-03 guidance in annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this pronouncement on the Companys consolidated financial statements and disclosures. In September 2025, the FASB issued ASU 2025-06, Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). This standard is intended to improve the operability and application of guidance related to capitalized software development costs and becomes effective January 1, 20 …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

"Restructuring During the three and nine months ended September 30, 2025, the Company continued its global restructuring and cost reduction efforts that were initially announced in May 2023 (the 2023 plan combined with subsequent period efforts is referred to as the Restructuring Plan). During the three months ended September 30, 2025, the Company classified its corporate headquarters facility at 700 Quince Orchard, Gaithersburg, Maryland (700QO), together with its related finance lease obligation, certain related property and equipment and land parcel adjacent to the facility (collectively referred to as the ""Disposal Group""), as held for sale, in accordance with its accounting policy defined in Note 2. As of September 30, 2025, the assets and liabilities of the Disposal Group were classified as held for sale and were presented separately in Current assets and Current liabilities on the consolidated balance sheet. The carrying value of the Disposal Group was determined to be greater than its fair value less costs to sell and, consequently, the Company recorded an impairment of assets held for sale of $97 million during the three months ended September 30, 2025. The fair value less cost to sell of the Disposal Group was estimated at $56.5M, comprised of $59.8 million as supported by a binding offer from a third party, less $3.3M of costs to sell. In October 2025, the Company entered into a definitive agreement to sell the Disposal Group with an expected completion of the tr …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue The Company's accounts receivable included $28.9 million and $102.9 million related to amounts that were billed to customers and $5.2 million and $5.4 million related to amounts which had not yet been billed to customers as of September 30, 2025 and December 31, 2024, respectively. During the nine months ended September 30, 2025 and 2024, changes in the Companys accounts receivables, allowance for credit losses, and deferred revenue balances were as follows (in thousands): Balance, Beginning of Period Additions Deductions Balance, End of Period Accounts receivable: Nine Months Ended September 30, 2025 $ 115,960 $ 481,143 $ (555,254) $ 41,849 Nine Months Ended September 30, 2024 304,916 882,979 (1,085,258) 102,637 Allowance for credit losses (1) : Nine Months Ended September 30, 2025 (7,675) (7,675) Nine Months Ended September 30, 2024 (7,675) (7,675) Deferred revenue (2) : Nine Months Ended September 30, 2025 1,121,886 25,595 (646,125) 501,356 Nine Months Ended September 30, 2024 863,520 363,758 (98,490) 1,128,788 (1) There was no allowance for credit losses recorded during the nine months ended September 30, 2025 or 2024. To estimate the allowance for credit losses, the Company evaluates the credit risk related to its customers based on historical loss experience, economic conditions, the aging of receivables, and customer-specific risks. (2) Deductions from Deferred revenue generally relate to the recognition of revenue once performance obligations on a contract wit …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segment Reporting The Company manages its business as one reportable operating segment, in-house early-stage R&D to build a pipeline of high-value assets using its proven technology along with seeking to enter into partnerships to drive value creation for its assets. The Company has determined its reportable operating segment based on the management approach, which considers the internal organization and reporting used by the Companys chief operating decision-maker (CODM) to make decisions about allocating resources and assessing the Companys performance. The Companys CODM uses consolidated single-segment net income (loss) as reported in the Consolidated Statements of Operations to evaluate performance, forecast future period financial results, allocate resources, and set incentive targets. The table below summarizes the significant expense categories regularly reviewed by the CODM (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenue $ 70,445 $ 84,512 $ 976,340 $ 593,851 Cost of sales 21,496 60,619 50,936 166,070 Research and development expenses: Direct coronavirus vaccines (1) 39,439 21,798 86,161 87,759 Direct other vaccine development programs (1) 1,296 2,660 4,017 3,395 Employee and benefit expenses 35,270 38,670 111,330 124,544 Facility and other research and development expenses (2) 22,269 24,036 64,936 71,091 Selling, general, and administrative expense 31,655 70,747 123,357 258,843 Other segment income (expe …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing

Stockholders Deficit In August 2023, the Company entered into an At Market Issuance Sales Agreement (the August 2023 Sales Agreement), which allows it to issue and sell up to $500 million in gross proceeds of shares of its common stock, and terminated its then-existing At Market Issuance Sales agreement entered in June 2021. During the three and nine months ended September 30, 2025, no sales were recorded under the August 2023 Sales Agreement. During the three and nine months ended September 30, 2024, the Company sold 12.2 million shares of its common stock resulting in net proceeds of approximately $188 million, under the August 2023 Sales Agreement. As of September 30, 2025, the remaining balance available under the August 2023 Sales Agreement was approximately $51 million. In May 2024, the Company also entered into the securities subscription agreement, pursuant to which the Company sold and issued to Sanofi, in a private placement, 6.9 million shares of the Companys common stock, par value $0.01 per share, at a price of $10.00 per share for aggregate gross proceeds to the Company of $68.8 million. …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

Subsequent Events On October 1, 2025, the European Commission approved the transfer application to change the holder of the MAH for Nuvaxovid from the Company to Sanofi. On November 3, 2025, the U.S. FDA approved the transfer application to change the holder of the MAH for Nuvaxovid from the Company to Sanofi. Completion of each of these transfer authorizations has triggered $25 million milestone payments from Sanofi under the Sanofi CLA. The Company anticipates receipt of these payments in the first quarter of 2026. On October 16, 2025, the Company entered into an assignment of the lease with respect to the Companys Gaithersburg, MD headquarters facility with AstraZeneca Pharmaceuticals LP (AstraZeneca). The effect of the agreement is to assign the lease agreement for the Companys corporate headquarters, which together with a parcel purchase agreement for the sale of a parcel of land adjacent to the facility and an asset purchase agreement for the sale of certain personal property and equipment, will result in an aggregate of $59.8 million payable by AstraZeneca to the Company. An initial payment of $20.0 million, associated with the parcel purchase, is scheduled to occur in the fourth quarter of 2025 and the remaining approximately $39.8 million payment is scheduled to occur in the first quarter of 2026. …

SubsequentEventsTextBlock · excerpt; the full note is in the filing