Moderna SEC Filings

Moderna, Inc. chief executive Stephane Bancel reported equity compensation activity involving company common stock. On February 11, 2026, performance-based restricted stock units granted on February 28, 2023 vested, resulting in an acquisition of 11,271 common shares at $0. On the same date, 5,450 shares were disposed of at $41.99 per share to cover tax withholding obligations related to this vesting, a non‑open‑market tax-withholding disposition. Following these transactions, Bancel directly held 6,187,791 common shares. The filing also reports indirect holdings of 9,210,686 shares through Boston Biotech Ventures and 6,564,880 shares through OCHA LLC, for which he disclaims beneficial ownership except for any pecuniary interest.

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. 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.

Baillie Gifford & Co, a Scotland-based investment adviser, reports beneficial ownership of 20,580,514 shares of Moderna, Inc. common stock, representing about 5.27% of the class. It has sole power to vote 20,033,351 shares and sole power to dispose of all 20,580,514 shares.

The shares are held by Baillie Gifford & Co and/or its investment adviser subsidiaries, including Baillie Gifford Overseas Limited, on behalf of investment advisory clients such as funds and institutional accounts. The position is certified as being held in the ordinary course of business and not for the purpose of changing or influencing control of Moderna.

FMR LLC and Abigail P. Johnson have filed Amendment No. 1 to a Schedule 13G reporting a significant stake in Moderna Inc. common stock. As of the 01/30/2026 event date, they beneficially own 41,301,468.88 shares, representing 10.6% of Moderna’s outstanding common stock.

FMR LLC reports sole voting power over 41,192,005.42 shares and sole dispositive power over 41,301,468.88 shares. Abigail P. Johnson reports sole dispositive power over 41,301,468.88 shares and no voting power. The securities are stated to be held in the ordinary course of business and not for the purpose of changing or influencing control of Moderna. One or more other persons may receive dividends or sale proceeds from these shares, but no such person has more than 5% of the class.

FMR LLC has filed a Schedule 13G reporting beneficial ownership of 27,961,310.82 shares of Moderna Inc. common stock, representing 7.2% of the class as of the stated event date. All of these shares are reported with sole dispositive power and no shared voting or dispositive power.

Abigail P. Johnson is also listed as a reporting person, with the same 27,961,310.82 shares beneficially owned through sole dispositive power and no voting or shared dispositive power. The securities are certified as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Moderna.

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. completed an employee stock option exchange, replacing underwater options with new options at a market-based price. The offer expired at 3:59 p.m. Eastern Time on December 12, 2025, with 2,865 eligible employees participating. The company accepted options covering 4,328,461 shares of common stock, which represented 79.9% of the shares underlying eligible options.

All tendered options were cancelled on December 12, 2025, and Moderna granted replacement options covering 1,668,237 shares under its 2018 Stock Option and Incentive Plan. The new options carry an exercise price of $29.46 per share, equal to the Nasdaq Global Select Market closing price on December 12, 2025. Vesting terms follow the structure described in the company’s previously distributed offer materials.

Moderna director Noubar B. Afeyan, through Flagship Pioneering, Inc., exercised stock options for 23,853 shares of Moderna common stock at $10.90 per share on December 11, 2025, and on the same day sold 23,853 shares at $29.485 per share.

After these transactions, Flagship Pioneering held 3,924 Moderna shares, while affiliated funds held 3,880,328 shares through Flagship Ventures Fund IV, L.P. and 747,897 shares through Flagship Ventures Fund IV-Rx, L.P. Afeyan also directly owned 2,224,015 shares. The options exercised were fully vested, covered 23,853 shares and had been scheduled to expire on February 23, 2026, and Afeyan disclaims beneficial ownership of the fund-held shares except to the extent of his pecuniary interest.