Cautionary Language Concerning Forward-Looking Statements

This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” provisions created by those sections, that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this communication regarding Vaxart’s strategy, prospects, plans and objectives, results from preclinical and clinical trials, commercialization agreements and licenses, and beliefs and expectations of management are forward-looking statements. These forward-looking statements may be accompanied by such words as “should,” “believe,” “could,” “potential,” “will,” “expected,” “anticipate,” “plan,” “target,” “seek,” “intend,” “may,” “predict,” “project,” “would,” and other words and terms of similar meaning. Examples of such statements include, but are not limited to, statements relating to Vaxart’s ability to develop and commercialize its product candidates, including its vaccine booster products; Vaxart’s expectations regarding clinical results and trial data, and the timing of receiving and reporting such clinical results and trial data; Vaxart’s expected timing for future clinical trials; and Vaxart’s expectations with respect to the effectiveness of its product candidates; expectations regarding collaborations, including the collaboration with Dynavax; expectations regarding the pursuit of strategic partnerships and external funding opportunities for Vaxart’s programs; expectations regarding government funding; and expectations regarding Vaxart’s capital resources and funded runway. Vaxart may not actually achieve the plans, carry out the intentions, or meet the expectations or projections disclosed in the forward-looking statements, and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations, and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Vaxart makes, including uncertainties inherent in research and development, including the ability to meet anticipated clinical endpoints, commencement and/or completion dates for clinical trials, regulatory submission dates, regulatory approval dates, and/or launch dates, as well as the possibility of unfavorable new clinical data and further analyses of existing clinical data; the risk that clinical trial data are subject to differing interpretations and assessments by regulatory authorities; whether regulatory authorities will be satisfied with the design of and results from the clinical studies; decisions by regulatory authorities impacting labeling, manufacturing processes, and safety that could affect the availability or commercial potential of any product candidate, including the possibility that Vaxart’s product candidates may not be approved by the FDA or non-U.S. regulatory authorities; that, even if approved by the FDA or non-U.S. regulatory authorities, Vaxart’s product candidates may not achieve broad market acceptance; that a Vaxart collaborator may not attain development and commercial milestones; that Vaxart or its partners may experience manufacturing issues and delays due to events within, or outside of, Vaxart’s or its partners’ control; difficulties in production, particularly in scaling up initial production, including difficulties with production costs and yields, quality control, including stability of the product candidate and quality assurance testing, shortages of qualified personnel or key raw materials, and compliance with strictly enforced federal, state, and foreign regulations; that Vaxart may not be able to obtain, maintain, and enforce necessary patent and other intellectual property protection; that Vaxart’s capital resources may be inadequate; Vaxart’s ability to resolve pending legal matters; Vaxart’s ability to obtain sufficient capital to fund its operations on terms acceptable to Vaxart, if at all; the impact of government healthcare proposals and policies; competitive factors; and other risks and uncertainties described in the “Risk Factors” sections of Vaxart’s most recent Annual Report on Form 10-K, including amendments thereto, and Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission. Vaxart undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by applicable law.

Important Additional Information and Where to Find It

Vaxart has filed a definitive proxy statement and form of white proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with its solicitation of proxies for the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). STOCKHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO), THE ACCOMPANYING WHITE PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH, OR FURNISHED TO, THE SEC IN CONNECTION WITH THE ANNUAL MEETING CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING. Stockholders are able to obtain the Company’s proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge at the Company’s website at https://investors.vaxart.com/financials-filings/sec-filings.

I understand

The Board’s Qualified Nominees and What’s at Stake

The Right Board at the Right Time

At this critical moment for the Company, continuity, execution, and disciplined oversight matter. We are managing several key priorities that we believe have the potential to yield tremendous value.

Our Board has been intentionally curated with directors that bring the specialized qualifications and judgment to guide vaccine development, regulatory strategy, financing and commercialization planning.

This is a job that requires the right experience and the right expertise. Our directors have both of those.

James Breitmeyer, M.D., Ph.D

James Breitmeyer, M.D., Ph.D

Chief Executive Officer, Altay Therapeutics

Director since 2026

Track record advancing therapeutic candidates through complex development pathways strengthens the Board’s oversight of Vaxart’s oral vaccine platform strategy

Kevin Finney

Kevin Finney

President and Chief Executive Officer, Autobahn Therapeutics, Inc.

Director since 2025

Development leadership experience across the healthcare and life sciences sectors strengthens the Board’s oversight of commercialization strategy and capital allocation

Elaine J. Heron, PhD

Elaine J. Heron, PhD

Former Chief Executive Officer, Amplyx Pharmaceuticals, Inc.

Director since 2022

Extensive experience leading pharmaceutical R&D initiatives and commercializing early-stage innovation strengthens the Board’s oversight of clinical pipeline advancement

Steven Lo

Steven Lo

President and Chief Executive Officer, Vaxart, Inc.

Director since 2024

Commercialization and pipeline execution expertise and direct leadership of Vaxart’s operational strategy strengthens the Board’s oversight of Vaxart’s long-term growth

W. Mark Watson

W. Mark Watson*

Certified Public Accountant, formerly of Deloitte Touche Tohmatsu

Director since 2022

Background leading audit processes supports the Board’s oversight of Vaxart’s financial reporting, internal controls, enterprise risk management and regulatory compliance

*Lead Independent Director
David Wheadon, M.D.

David Wheadon, M.D.

Former Senior Vice President, Global Regulatory Affairs, Patient Safety and Quality Assurance, AstraZeneca Plc

Director since 2021

Leadership across global regulatory organizations and industry advocacy groups enhances the Board’s ability to navigate complex regulatory environments

All of our directors are shareholders too, and their interests are aligned with those of Vaxart shareholders. We firmly believe the current Board is best suited to execute the Company’s strategy and deliver value for your shares.

Your Support at Our Upcoming Annual Meeting is Critical

Our Annual Meeting has been scheduled for July 16, 2026. A small group of shareholders with no relevant experience or expertise is seeking to add themselves to the Board and replace our highly qualified directors who are integral to Vaxart’s success.

Our Nominating and Governance Committee and Board reviewed their nominees and determined that none of them are qualified to join our Board.

The unqualified candidates have:

No public company experience

No clinical-stage pharmaceutical experience

No financial management experience

No capital markets experience

No regulatory experience

Replacing any of our highly qualified directors with individuals who have never led a clinical-stage biotech company or served on the Board of a publicly traded company would be value-destructive. We need you to take action to protect your Vaxart investment by voting “FOR” ALL 6 of your Board's director nominees on the WHITE proxy card TODAY!

How to Vote