Welcome to our dedicated page for Moderna SEC filings (Ticker: MRNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Moderna, Inc. (NASDAQ: MRNA) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures, including current reports, proxy statements and other key documents filed with the U.S. Securities and Exchange Commission. For a commercial-stage biotechnology company focused on mRNA medicines, these filings offer detailed insight into its financial condition, governance, pipeline priorities and material agreements.
Investors can review Form 8-K current reports where Moderna describes significant events such as quarterly and semiannual financial results, new credit facilities and major business updates. For example, the company has used Form 8-K to report its entry into a $1.5 billion Credit and Guaranty Agreement, to furnish quarterly earnings press releases and to highlight pipeline and strategy updates presented at its Analyst Day.
The page also includes proxy materials such as the DEF 14A, where Moderna explains proposals submitted to shareholders, outlines compensation and incentive structures, and discusses governance matters. A recent definitive proxy statement describes a one-time stock option exchange program for non-Executive Committee employees, including its rationale, design features and potential impact on shareholders.
Through these filings, users can examine Moderna’s capital structure and liquidity arrangements, including the terms of its credit facility, guarantees by subsidiaries and financial covenants such as minimum liquidity requirements. They can also see how the company communicates its strategic priorities, cost-efficiency plans and cash breakeven targets in official documents.
Stock Titan enhances this information by organizing filings chronologically and by type, and by pairing them with AI-powered summaries that highlight the main points from lengthy documents. This helps readers quickly understand the significance of Moderna’s 8-Ks, proxy statements and other SEC reports without having to parse every page, while still allowing full access to the underlying filings for deeper analysis.
Moderna, Inc. filed Amendment No. 1 to its Schedule TO related to an employee stock option exchange. The company is conducting an issuer tender offer that allows certain non-executive officer employees to exchange eligible outstanding options to purchase common stock for replacement options, under the terms described in the Offer to Exchange Eligible Options for Replacement Options dated November 13, 2025.
This amendment mainly updates the list of exhibits supporting the exchange offer, including communications such as announcement emails, website screenshots, informational session slides, terms of election, reminder communications, and tax-related communications and FAQs distributed November 18, 2025, as well as references to existing stock plans and award agreements.
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. launched an issuer tender offer to exchange certain employee stock options for new replacement options, as described in its Offer to Exchange dated November 13, 2025. The offer applies to non‑executive employee holders of options granted under the 2018 Stock Option and Incentive Plan.
Options are eligible if granted before December 12, 2024 and have an exercise price per share equal to or greater than $80.00. As of November 6, 2025, eligible options covered options to purchase 5,513,938 shares of common stock. Executive officers and directors are not eligible to participate. Upon consummation, replacement options will be granted using stated exchange ratios, with share counts rounded down to the nearest whole share, all subject to the terms and conditions of the offer.
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.