[8-K] Moderna, Inc. Reports Material Event

Rhea-AI Filing Summary

Moderna, Inc. entered into a new Credit and Guaranty Agreement with Ares Capital Corporation and other lenders, providing a $1,500,000,000 term loan facility. At closing, $600,000,000 is funded as an initial term loan, with an additional $900,000,000 available as delayed draw term loans. The first $400,000,000 of delayed draws is available until November 2027, and a further $500,000,000 becomes available until November 2028 if key regulatory milestones tied to the late-stage clinical pipeline are achieved.

Loans bear interest at Term SOFR plus a 5.50% margin or at a base rate plus a 4.50% margin, and mature on November 24, 2030. The facility is guaranteed by specified subsidiaries in the United States, Canada, the United Kingdom, Switzerland and Australia and secured by an all-asset collateral package, subject to customary exceptions. A weekly minimum liquidity covenant requires at least $500,000,000 of cash and cash equivalents, increasing to $750,000,000 if draws exceed $1,000,000,000, with testing suspended when the trailing 30‑day average market capitalization is above $5,000,000,000.

Insights

Credit & capital structure analyst

Moderna adds a sizeable term loan facility with tight liquidity covenants.

Moderna has arranged a term loan facility totaling $1,500,000,000 with Ares Capital Corporation and other lenders. This includes an initial funded tranche of $600,000,000 and up to $900,000,000 in delayed draw term loans, part of which depends on achieving regulatory milestones in its late-stage clinical pipeline. The term loans mature on November 24, 2030 and carry margins of 5.50% over Term SOFR or 4.50% over a defined base rate.

The facility is guaranteed by subsidiaries in several key jurisdictions and secured by an all-asset collateral grant, which is typical for a large leveraged credit. A notable feature is the minimum liquidity covenant: at least $500,000,000 of cash and cash equivalents is required weekly, rising to $750,000,000 if more than $1,000,000,000 is drawn. This covenant is not tested when the trailing 30‑day average market capitalization exceeds $5,000,000,000, and there is a customary equity cure provision. The overall impact on the company’s profile depends on actual draw usage and adherence to these liquidity thresholds.

0001682852false00016828522025-11-192025-11-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 19, 2025

MODERNA, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-38753

81-3467528

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

 

325 Binney Street
Cambridge, MA						02142
(Address of principal executive offices)						(Zip code)

Registrant’s telephone number, including area code: (617) 714-6500

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

MRNA

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company      ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.       ☐

Item 1.01.    Entry into a Material Definitive Agreement.

On November 19, 2025, Moderna, Inc. (the “Company”) entered into a Credit and Guaranty Agreement (the “Credit Agreement”), among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Ares Capital Corporation, as administrative agent and collateral agent.

The Credit Agreement provides for a $1,500,000,000 credit facility of which $600,000,000 will be funded as an initial term loan and $900,000,000 will be available as delayed draw term loans. The first $400,000,000 of the delayed draw term loans will be available from closing until November 2027 and the additional $500,000,000 of the delayed draw term loans will be, contingent on the achievement of key regulatory milestones aligned with the Company’s late-stage clinical pipeline, available until November 2028.

The loans under the Credit Agreement will accrue interest at a forward-looking term interest rate based on the Secured Overnight Funding Rate (“Term SOFR”) plus an applicable margin or at the base rate plus an applicable margin. The applicable margin is a percentage per annum of 5.50% for Term SOFR and 4.50% for the base rate. The base rate is calculated as the highest of (a) the Wall Street Journal prime rate, (b) the federal funds rate plus one half of one percent and (c) Term SOFR plus one percent. The term loans under the Credit Agreement have a maturity date of November 24, 2030.

The loans under the Credit Agreement are guaranteed by the Company’s United States, Canadian, United Kingdom, Swiss and Australian subsidiaries and secured by an all asset collateral grant, in each case subject to customary exceptions and limitations.

The Credit Agreement is subject to compliance with customary representations and warranties, events of default, affirmative covenants and restrictive covenants including a minimum liquidity covenant (the “Financial Covenant”) requiring minimum cash and cash equivalents (as defined in the Credit Agreement) on the last business day of each week of at least $500,000,000, increasing to $750,000,000 if over $1,000,000,000 is drawn under the Credit Agreement. The Financial Covenant is not required to be tested at any time in which the trailing 30 day average market capitalization of the Company exceeds $5,000,000,000 and is subject to a customary equity cure.

The above summary of the Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.						Description
10.1						Credit and Guaranty Agreement, dated as of November 19, 2025, by and among Moderna, certain subsidiary guarantors, Ares Capital Corporation and the lenders.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 24, 2025						MODERNA, INC.
			By:			/s/ James M. Mock
						James M. Mock
						Chief Financial Officer

FAQ

What new financing did Moderna (MRNA) secure in this 8-K?

Moderna entered into a Credit and Guaranty Agreement for a $1.5 billion term loan facility with Ares Capital Corporation and other lenders, including an initial $600 million funded loan and $900 million in delayed draw term loans.

How much of Modernas new credit facility is immediately available?

At closing, $600 million is funded as an initial term loan, while the remaining $900 million is available as delayed draw term loans, subject to availability periods and conditions.

What conditions apply to the delayed draw term loans in Modernas facility?

The first $400 million of delayed draw loans is available until November 2027, and an additional $500 million is available until November 2028, contingent on achieving specified regulatory milestones tied to Modernas late-stage clinical pipeline.

What interest rates apply to Modernas new term loans?

The loans accrue interest at a forward-looking Term SOFR rate plus a 5.50% margin, or at a base rate plus a 4.50% margin, with the base rate defined using the Wall Street Journal prime rate, federal funds rate plus 0.5%, or Term SOFR plus 1%.

When do Modernas new term loans mature?

All term loans under the new Credit Agreement have a stated maturity date of November 24, 2030.

What liquidity covenant is included in Modernas Credit Agreement?

Moderna must maintain at least $500 million in cash and cash equivalents each week, increasing to $750 million if more than $1 billion is drawn, with testing suspended when the trailing 30-day average market capitalization exceeds $5 billion.

Which Moderna entities guarantee and secure the new credit facility?

The loans are guaranteed by certain United States, Canadian, United Kingdom, Swiss, and Australian subsidiaries and are secured by an all-asset collateral grant, subject to customary exceptions and limitations.