Every 8-K that Moderna, Inc. (MRNA) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow MRNA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MRNA filings page.
Moderna, Inc. (MRNA) appointed Juan Andres Chief Operating Officer, effective October 5, 2026. He will report to CEO Stéphane Bancel, serve on the Executive Committee and lead the manufacturing organization. Jerh Collins, Chief Technical Operations and Quality Officer, will retire.
Andres’s initial annual base salary is $800,000. He is eligible for an annual cash bonus, beginning with a prorated 2026 bonus, with a target equal to 90% of base salary; company and individual goals apply, with achievement determined at the Compensation Committee’s sole discretion. He is eligible for a $5 million new-hire equity award with four-year vesting, and no more than 75% of its value may be RSUs. Future annual equity awards have a target value of $4 million to $5 million, subject to committee approval and adjustment. Moderna said the appointment comes as it prepares for the potential launch and scale-up of intismeran autogene following positive Phase 3 results.
Moderna, Inc. (MRNA) completed a private offering of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032, including the full exercise of the initial purchasers’ option. The notes are senior unsecured, bear no regular interest and mature on March 1, 2032, unless earlier converted, redeemed or repurchased.
The notes are initially convertible at 4.7487 shares per $1,000 (conversion price about $210.58), a 47.5% premium to the $142.77 MRNA share price on August 27, 2026. Based on this rate, they are convertible into 14,246,100 shares, and in limited cases up to 21,012,600 shares.
Moderna received net proceeds of approximately $2,957.3 million and spent $328.8 million on related capped call transactions with an initial cap price of about $392.62 per share. Remaining proceeds are for general corporate purposes, including potential oncology growth investments and debt repayment. The notes allow conditional conversion and optional redemption after September 6, 2029, and include standard “fundamental change” repurchase protections.
Moderna reported second quarter 2026 revenue of $145 million, slightly above the prior year, with $87 million from the U.S. and $58 million from international markets. Cost of sales were $93 million, including $41 million of inventory write-downs and $23 million of unutilized manufacturing capacity costs. Research and development expenses fell 7% to $651 million and selling, general and administrative expenses declined 6% to $216 million. Net loss was $782 million, or $1.97 per share, a $43 million improvement from a year earlier. Cash, cash equivalents and investments totaled $6.9 billion as of June 30, 2026.
For 2026, Moderna targets up to 10% revenue growth versus 2025, with roughly half of revenue from the U.S. and half from international markets and about 55% of second-half revenue recognized in the third quarter. The company now expects 2026 cost of sales of approximately $1.7 billion, research and development expenses of approximately $2.9 billion, and selling, general and administrative expenses of approximately $1.0 billion. Capital expenditures are projected at $0.2 to $0.3 billion, and year-end 2026 cash and investments are projected at $4.7 to $5.2 billion, excluding any use of the remaining $0.9 billion under its credit facility.
Pipeline and regulatory updates include a unanimous VRBPAC recommendation and August 5 PDUFA date for mFLUSIVA, which could become Moderna's fifth approved product. The company reported new approvals and contracts for mRESVIA and mNEXSPIKE, progress on its mRNA-1010 flu program, an interim miss but continued enrollment for the mRNA-1403 norovirus Phase 3 trial, and advancing oncology and rare disease programs such as intismeran and mRNA-3927.
Moderna, Inc. is adding experienced financial executive Michael McDonnell to its Board of Directors, effective July 8, 2026. He will serve as a Class II director until the 2029 annual meeting and join the Board’s Audit Committee.
McDonnell brings more than 35 years of financial leadership, including service as Chief Financial Officer of Biogen Inc. from August 2020 to February 2025 and prior CFO roles at multiple public companies. David Rubenstein is transitioning off the Audit Committee to the Nominating and Corporate Governance Committee. McDonnell will receive compensation under Moderna’s Amended and Restated Non-Employee Director Compensation Policy, and his appointment was also announced in a press release furnished as Exhibit 99.1.
Moderna, Inc. reported governance updates from its May 6, 2026 board actions and annual stockholder meeting. The board amended the company’s Second Amended and Restated By-Laws to designate the federal district courts of the United States as the exclusive forum for Securities Act of 1933 claims, unless the company agrees otherwise in writing.
At the 2026 Annual Meeting, stockholders elected Class II directors Sandra Horning, M.D. and Abbas Hussain for three-year terms. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers and voted to hold future say-on-pay votes every year. In addition, stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026.
Moderna, Inc. reported first quarter 2026 revenue of $389 million, up from $108 million a year earlier, with $311 million from international markets as COVID vaccine sales rose under long-term government partnerships.
The company posted a GAAP net loss of $1.343 billion, or $(3.40) per share, largely due to a $0.9 billion non-recurring litigation settlement charge recorded in cost of sales. Research and development expenses fell 24% to $649 million and selling, general and administrative expenses decreased 18% to $173 million, reflecting wind-down of large respiratory programs and cost discipline. Cash, cash equivalents and investments totaled $7.5 billion as of March 31, 2026, and Moderna is targeting up to 10% revenue growth for 2026 while projecting year-end cash and investments of $4.5 to $5.0 billion.
Moderna, Inc. entered a major settlement with Arbutus Biopharma and Genevant to resolve all worldwide patent litigation tied to Spikevax, mRESVIA and other infectious disease vaccines using SM-102 lipid nanoparticles. Moderna will pay a $950 million noncontingent lump sum by July 8, 2026.
Depending on the outcome of its appeal over the applicability of 28 U.S.C. § 1498 to certain U.S. government–supplied doses, Moderna may also owe a contingent lump sum of up to $1.3 billion, subject to proration and potential repayment with interest. In return, Moderna receives a fully paid-up, royalty-free, irrevocable worldwide license and covenant not to sue covering its infectious disease vaccine portfolio, with no future royalties owed.
Moderna reported fourth quarter and full-year 2025 results showing sharply lower COVID vaccine revenue but reduced losses and a strong cash balance. Fourth quarter revenue was $678 million with a GAAP net loss of $826 million, or $(2.11) per share. For 2025, revenue was $1.9 billion, down 40% from 2024, and the GAAP net loss narrowed to $2.8 billion, or $(7.26) per share. Operating expenses fell meaningfully, with full-year research and development down 31% to $3.1 billion and selling, general and administrative costs down 13% to $1.0 billion, reflecting cost discipline and the wind-down of large Phase 3 respiratory programs. Cash, cash equivalents and investments totaled $8.1 billion as of December 31, 2025, including a $600 million draw on a $1.5 billion credit facility. For 2026, Moderna targets up to 10% revenue growth from 2025, expects cost of sales of about $0.9 billion, research and development expenses of about $3.0 billion and selling, general and administrative expenses of about $1.0 billion, with projected year-end cash and investments of $5.5 to $6.0 billion. The company highlighted late-stage pipeline milestones, including regulatory reviews for its seasonal flu and flu/COVID vaccines outside the U.S., a U.S. Refusal-to-File letter for its flu programs with a requested Type A meeting, fully enrolled Phase 3 norovirus and multiple oncology trials, and a registrational rare disease program with key data readouts expected in 2026.
Moderna, Inc. reported that the U.S. Food and Drug Administration’s Center for Biologics Evaluation and Research issued a Refusal-to-File letter for the biologics license application for its investigational seasonal influenza vaccine, mRNA-1010, and will not initiate a review. The letter cited Moderna’s use of a licensed standard-dose influenza vaccine comparator rather than what the agency described as the “best-available standard of care,” and did not raise specific safety or efficacy concerns about mRNA-1010. Moderna notes this position differs from prior written FDA feedback on its Phase 3 design, and has requested a Type A meeting to clarify the path forward. The company’s mRNA-1010 applications have been accepted for review in the EU, Canada and Australia, and Moderna states it does not expect an impact on its 2026 financial guidance, while still targeting potential approvals beginning in late 2026 or early 2027 outside the U.S.
Moderna, Inc. provided preliminary, unaudited figures for its fiscal year ended December 31, 2025 in connection with a presentation at the 44th Annual J.P. Morgan Healthcare Conference. The company expects approximately $1.9 billion in revenue for 2025 and GAAP operating expenses of $5.0–$5.2 billion, indicating that reported operating costs are expected to significantly exceed revenue. Moderna also currently expects to have about $8.1 billion in cash, cash equivalents and investments in marketable securities as of December 31, 2025, highlighting a substantial liquidity position. All figures are preliminary, unaudited, and may change as the 2025 year-end audit is completed.
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.
Moderna, Inc. (MRNA) filed a Form 8-K to report that on November 20, 2025 it issued a press release highlighting its pipeline progress and business strategy updates, timed with its Analyst Day held the same day. The press release is provided as Exhibit 99.1 and is furnished under Regulation FD, meaning it is shared for informational purposes and is not treated as filed financial reporting. No specific financial results or major transactions are described in this report.
Moderna, Inc. reported the results of its Special Meeting, where shareholders approved a one-time stock option exchange program for non‑Executive Committee employees. The Option Exchange Proposal passed with 231,049,158 votes For, 6,167,159 Against, and 250,409 Abstain. A proposal to permit adjournment of the meeting, if necessary, also passed with 223,991,059 For, 13,198,386 Against, and 277,281 Abstain. A quorum was present, and there were no broker non‑votes.
Moderna, Inc. (MRNA) filed an 8-K announcing it furnished third-quarter 2025 results. The company issued a press release covering financial results for the quarter ended September 30, 2025, and attached it as Exhibit 99.1. The information under Item 2.02, including the press release, is being furnished and is not deemed filed under the Exchange Act, except as incorporated by specific reference. The exhibit list also includes the Inline XBRL cover page (Exhibit 104).