Key Points and Shareholder Highlights

• Amended 10-K/A Filing: Vaxart, Inc. has filed an Amendment No. 1 to its Annual Report on Form 10-K for the year ended December 31, 2025. The amendment is made purely to provide the Part III information (such as details on directors, executive officers, corporate governance, executive compensation, and related matters) that was not previously included. No new or amended financial statements are included in this amendment.
• OTCQX Listing and Share Data: Vaxart’s common stock trades exclusively on the OTCQX® Best Market under the symbol VXRT. As of March 6, 2026, the company had 240,634,348 shares of common stock outstanding. The public float as of June 30, 2025 (based on a \$0.45 share price) was approximately \$102.7 million.
• Issuer Status: Vaxart is an accelerated filer, a smaller reporting company, and not an emerging growth company or a shell company. It is not a well-known seasoned issuer.
• Regulatory Compliance: The company confirms compliance with Section 13 or 15(d) of the Securities Exchange Act, and all required Interactive Data File submissions. There were no corrections of errors or restatements that would trigger a recovery analysis of incentive-based compensation.
• Executive Compensation:
  • Steven Lo (President & CEO): 2025 total compensation of \$2,810,918, including a \$650,000 base salary and significant stock awards. 2024 total was \$2,085,768.
  • Sean Tucker, Ph.D. (Chief Scientific Officer): 2025 total compensation of \$1,144,358, including \$465,000 salary and \$180,000 in stock awards. 2024 total was \$446,267.

• Corporate Governance and Board Composition:
  • The board is majority independent, with independent directors having strong oversight roles.
  • All members of the company’s Audit, Compensation, and Nominating/Governance Committees are independent.
  • Key directors include Lead Director W. Mark Watson, Kevin P. Finney, and Elaine J. Heron, Ph.D.
• Governance and Compliance Policies:
  • Strict insider trading policies prohibit hedging, pledging, and trading on material non-public information.
  • A Compensation Recovery Policy (adopted October 2023) allows for clawback of certain incentive compensation if necessary.
  • No financial statement errors or restatements requiring incentive compensation clawbacks occurred in 2025.
• Director Compensation: Non-employee directors received a mix of cash and equity; for example, \$25,000 for the Lead Director, \$20,000 for the Audit Committee Chair, \$12,000 for the Compensation Committee Chair, and additional amounts for committee membership.
• Equity Awards and Incentives: The company provides stock options and restricted stock units (RSUs) as part of compensation for executives and directors. As of December 31, 2025, outstanding equity awards are detailed for each named executive officer, with unvested RSUs valued at \$0.35 per share (the closing price on that date).
• Stockholder Compliance: All Section 16(a) beneficial ownership filings were made, except for one late Form 4 each by Kevin Finney and W. Mark Watson due to administrative oversight.
• ESG and Risk Management:
  • Audit Committee oversees ESG disclosures, cyber risk, related party transactions, and whistleblower procedures.
  • Nominating/Governance Committee incorporates diversity, age, skills, and integrity in board candidate selection and oversees succession planning and sustainability matters.

Potentially Price-Sensitive or Shareholder-Relevant Items

• OTCQX Exclusive Trading: Vaxart shares now trade exclusively on the OTCQX® Best Market, which could impact trading volume, liquidity, and investor perception.
• Large Public Float and Share Count: The company has a significant number of shares outstanding, which may impact dilution risk and future capital raising.
• No Financial Statement Amendments or Restatements: The absence of error corrections or restatements is a positive signal regarding financial reporting integrity.
• Executive Compensation Structure: The sizable stock awards and incentive compensation for executives tie management interests to long-term shareholder value, but may be scrutinized if performance does not improve.
• Compensation Recovery Policy (Clawback): The adoption and disclosure of a clawback policy for incentive compensation may provide additional comfort to investors in the wake of regulatory requirements.
• Robust Governance and Risk Oversight: The company’s policies on insider trading, risk management (including cyber risk), ESG oversight, and director independence are all in line with best practices, supporting strong governance credentials.

Summary for Investors

This amended filing is primarily administrative, completing the required disclosures related to directors, executive officers, corporate governance, and executive compensation. There are no new or restated financial statements or operational changes disclosed. The most notable aspects are the details of executive compensation and governance, the shift to exclusive OTCQX trading, and the implementation of updated compliance policies.

Investors should note the company’s substantial public float, robust governance policies, and the absence of restatements. The compensation structures align management with shareholder interests but will require ongoing performance to justify equity-based rewards. The board and management have taken steps to ensure compliance, transparency, and accountability, including adopting a clawback policy and enhancing governance oversight.

While there are no immediate red flags, the shift to OTCQX trading and the relatively low share price (\$0.35 to \$0.45 per share) may affect liquidity and investor sentiment. Shareholders are encouraged to monitor future filings for any business or financial changes that may be more directly price sensitive.