Novavax refinances convertible debt with $225 million notes due 2031

Novavax Inc. (NASDAQ: NVAX) announced it has entered into agreements to issue $225 million of 4.625% convertible senior notes due 2031, according to a company statement.

The transaction consists of approximately $175.3 million in new notes exchanged for $148.7 million of existing 5.00% convertible senior notes due 2027, plus $49.7 million in new notes issued for cash. The deals are expected to close around August 27, 2025.

The conversion price for the 2031 notes is set at $11.14 per share, representing a 27.5% premium over Novavax's closing stock price on August 20, 2025. After completion, approximately $26.5 million of the original 2027 notes will remain outstanding with unchanged terms.

The refinancing extends the debt maturity date to 2031 for most of the existing 2027 notes. The new notes were issued through private negotiations with existing noteholders and new investors.

Neither the 2031 notes nor any shares issuable upon conversion have been registered under the Securities Act of 1933 and may not be offered or sold in the United States without registration or an applicable exemption.

Novavax is a vaccine company focused on protein-based nanoparticles and its Matrix-M adjuvant technology platform.

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