Moderna SEC Filings

Moderna (MRNA) reported Q3 2025 results with total revenue of $1,016 million, driven by net product sales of $973 million and other revenue of $43 million. The company posted a net loss of $200 million (basic and diluted EPS $(0.51)), compared with net income of $13 million a year ago. For the nine months, revenue was $1,266 million and net loss was $1,996 million.

U.S. sales led results, contributing $782 million in the quarter. By product, COVID vaccines accounted for $971 million and RSV for $2 million. Cost of sales was $207 million, and R&D expense was $801 million as Moderna advances its pipeline and commercial portfolio. Cash and cash equivalents were $1,132 million, with current marketable securities of $3,372 million and non‑current marketable securities of $2,143 million.

Inventory write-downs declined to $67 million in Q3 (from $214 million in Q3 2024). Deferred revenue totaled $320 million as of September 30, 2025. The company launched commercial sales of mNEXSPIKE in Q3 2025 and continues to recognize reductions to influenza program R&D from its funding arrangement with Blackstone.

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).

Moderna outlined an employee stock option exchange program for certain non‑executive employees. The proposal would allow holders of significantly underwater options to exchange them for new options exercisable for fewer shares, priced at the fair market value on the grant date and subject to new vesting terms.

The Option Exchange Program is subject to shareholder approval at a Special Meeting on November 12, 2025. It has not commenced, and even if approved, the company may decide not to implement it. If launched, Moderna will file a Schedule TO, and employees should review those materials when available.

Moderna, Inc. called a special virtual meeting for November 12, 2025 to seek shareholder approval for a one-time stock option exchange for non‑Executive Committee employees and to approve a potential adjournment if more time is needed to solicit votes.

The program would let eligible employees exchange underwater options (outstanding ≥1 year, exercise price ≥$80.00) for fewer new options priced at fair market value on the grant date, with the same expiration and new vesting. Exchange ratios range from 2:1 to 5:1, and no 1:1 exchanges will occur. New options will add at least one year of vesting; vested options exchanged will vest 50% after one year and 50% after two years.

As of September 30, 2025, 89.9% of employee options (excluding the Executive Committee) were underwater. Eligible options covered 5,647,660 shares (weighted average exercise price $124.24). If all are exchanged, Moderna would issue options for 2,209,867 shares, reducing option overhang by 3,437,793 shares. Shares outstanding were 390,580,775 as of September 30, 2025.

Moderna, Inc. (MRNA) Chief Financial Officer converted 1,453 restricted stock units into common stock on 10/03/2025, increasing direct holdings to 18,962 shares. On the same date, 703 shares were withheld to cover tax obligations at an effective price of $28.37, leaving total direct beneficial ownership of 18,259 shares after the withholding. The RSUs convert one-for-one and follow a vesting schedule that began with a 25% tranche vesting on 10/05/2023, with the remainder vesting in twelve equal quarterly installments. The filing was signed by an attorney-in-fact on 10/06/2025.

Insider transaction summary: A Form 4 shows that Hussain Abbas, a director of Moderna, Inc. (MRNA), had 1,439 restricted stock units (RSUs) vest and convert into 1,439 shares of common stock on 10/02/2025. After the vesting, he beneficially owned 2,019 shares. The reported RSU conversion carried a price of $0 on the Form, which reflects that the shares resulted from vested awards rather than a purchased transaction. The filing is signed by an attorney-in-fact on 10/06/2025.

Moderna, Inc. is seeking shareholder approval of an Option Exchange to replace underwater employee stock options with fewer, longer‑vesting replacement options intended to be "value for value," anti‑dilutive and retention‑focused. Eligible options must be >1 year old with exercise prices ≥$80.00; Executive Committee members, directors and advisors are excluded. The company says 90.8% of eligible employee options were underwater at a $25.10 share price on Aug 27, 2025. If fully subscribed, the program would reduce option overhang by 11.1% and fully diluted share count by 0.8%, and would surrender 3,437,793 options not returned to the equity pool. Moderna disclosed approximately $354M total non‑cash compensation expense related to eligible underwater options, of which $247M is already expensed and $107M remains to be expensed as of Sep 30, 2025. The new replacement options keep the original expiration dates, have a weighted average remaining life of 7.58 years, and will carry additional vesting (one to two years) to promote retention while the company seeks cash‑breakeven by 2028.