# Moderna (MRNA) – Recent Events, through the Third Quarter of 2026

## Filings that contain financial statements

Each of these Form 8-K filings furnishes an Exhibit 99.1 earnings release with condensed consolidated statements. Moderna also filed its Form 10-Q for the quarter ended September 30, 2026 (accession 0001682852-26-000197).

- **0001682852-26-000194** (filed November 6, 2026): third quarter 2026. Statements of operations for the three and nine months ended September 30, 2026 and 2025; balance sheet at September 30, 2026 and December 31, 2025; nine-month cash flow statement.
- **0001682852-26-000147** (filed July 31, 2026): second quarter 2026 results release with a statement of operations (three and six months).
- **0001682852-26-000057** (filed May 1, 2026): first quarter 2026 results release with a statement of operations.
- **0001682852-26-000015** (filed February 13, 2026): fourth quarter and full-year 2025 results release.

## Earnings and guidance

- **November 6, 2026 – Third quarter 2026 results and raised guidance** (8-K 0001682852-26-000194). Revenue was $1,313 million, up 29% from $1,016 million. Net income was $162 million (diluted EPS $0.38), against a net loss of $200 million (EPS of $(0.51)) a year earlier. Nine-month revenue was $1,847 million and the nine-month net loss was $1,963 million. Cash, cash equivalents and investments were $8.0 billion at September 30, 2026, against $6.9 billion at June 30, 2026. The increase reflected $2.6 billion of net proceeds from the convertible notes and capped calls, partly offset by the $950 million litigation settlement payment.
  - Guidance raised: 2026 revenue growth of 15% to 25% (previously up to 10%). R&D expense is expected at about $2.7 billion (previously about $2.9 billion). Year-end cash and investments are expected at $8.1 billion to $8.3 billion (previously $4.7 billion to $5.2 billion). The company said that outlook excludes further draws on the roughly $0.9 billion left under its credit facility.
  - Cost of sales for 2026 is expected at about $1.7 billion, including the roughly $0.9 billion litigation settlement charge. SG&A is expected at about $1.0 billion, unchanged. Capital expenditures are expected at about $0.2 billion.
- **July 31, 2026 – Second quarter 2026 results** (8-K 0001682852-26-000147). Revenue was $145 million against $142 million a year earlier; six-month revenue was $534 million. The company reiterated up to 10% revenue growth for 2026, improved its operating expense outlook by about $0.2 billion, and guided to year-end cash of $4.7 billion to $5.2 billion. The norovirus vaccine candidate mRNA-1403 did not meet the statistical criteria for early success at the Phase 3 interim analysis, and the company said it was preparing to enroll an additional cohort. The Q3 release later said the company no longer plans to add a cohort this season.
- **May 1, 2026 – First quarter 2026 results** (8-K 0001682852-26-000057). Revenue was $389 million against $108 million a year earlier, with about 80% from international markets. The quarter carried a $0.9 billion non-recurring litigation settlement charge. The company reiterated up to 10% revenue growth for 2026.
- **February 13, 2026 – Fourth quarter and full-year 2025 results** (8-K 0001682852-26-000015). Full-year 2025 revenue was $1,944 million (2024: $3,236 million). Fourth quarter revenue was $678 million. The company reiterated up to 10% revenue growth in 2026.
- **January 12, 2026 – Preliminary 2025 figures at the J.P. Morgan conference** (8-K 0001682852-26-000007). Unaudited: 2025 revenue of about $1.9 billion, GAAP operating expenses of $5.0 billion to $5.2 billion, and year-end cash and investments of about $8.1 billion.
- **November 20, 2025 – Analyst Day** (8-K 0001628280-25-053318). The company targeted up to 10% revenue growth in 2026, improved 2026 and 2027 GAAP operating expense expectations by about $0.5 billion each year, and targeted cash breakeven in 2028.

## Financing and capital actions

- **September 1, 2026 – $3.0 billion convertible notes issued** (8-K 0001193125-26-378505). Moderna completed a private offering of $3,000 million of 0.00% Convertible Senior Notes due March 1, 2032, including the initial purchasers' option exercised in full ($400 million). Pricing was announced August 28, 2026: the base offer was upsized from $2.0 billion to $2.6 billion. The notes pay no regular interest. The initial conversion price is about $210.58 per share, a premium of about 47.5% over the August 27, 2026 closing price, and conversion could involve 14,246,100 shares, or up to 21,012,600 in limited circumstances. Moderna may not redeem the notes before September 6, 2029.
  - Net proceeds were about $2,957.3 million, of which $328.8 million paid for capped call transactions with a cap price of about $392.62 (a 175.0% premium). The remainder is for general corporate purposes, which may include oncology investment and debt repayment.
- **November 24, 2025 – $1.5 billion secured credit facility** (8-K 0001628280-25-053816). Moderna entered a Credit and Guaranty Agreement with Ares Capital Corporation as agent, dated November 19, 2025. It provides a $600 million initial term loan and $900 million of delayed-draw term loans. The first $400 million is available until November 2027, and the other $500 million is conditional on regulatory milestones and available until November 2028. Interest is Term SOFR plus 5.50%, and the loans mature November 24, 2030. They are guaranteed by subsidiaries and secured by substantially all assets. A minimum liquidity covenant requires at least $500 million of cash (rising to $750 million if more than $1.0 billion is drawn), and it is not tested while the 30-day average market capitalization exceeds $5.0 billion.
- **November 12, 2025 – Stockholder approval of a one-time stock option exchange program** for non-Executive Committee employees (8-K 0001628280-25-052055, filed November 13, 2025).

## Business development and licensing

- **January 2026 – Recordati license of mRNA-3927 (propionic acidemia)** (10-Q 0001682852-26-000197, Note 5, Collaboration Agreements). Moderna entered a collaboration agreement with Recordati S.p.A. in January 2026 and granted Recordati an exclusive, royalty-bearing worldwide license to develop and commercialize mRNA-3927. The transaction closed on March 16, 2026, and Moderna received a $50 million upfront payment in the second quarter of 2026. Moderna is eligible for up to $110 million in development and regulatory milestones, plus commercial and sales milestones and tiered royalties.

## Legal and regulatory

- **October 28, 2026 – GSK patent settlement.** Moderna and GSK Biologicals agreed to settle all pending disputes in the U.S. and Europe, with patent cross-licenses in infectious disease and no payments. This is disclosed in the third quarter release (8-K 0001682852-26-000194) and the 10-Q (0001682852-26-000197), not in a separate 8-K.
- **March 3, 2026 – Arbutus/Genevant settlement** (8-K 0001682852-26-000047, filed March 5, 2026). Moderna settled all worldwide patent litigation over Spikevax and mRESVIA, with a fully paid-up license and no future royalties. It agreed to a $950 million lump-sum payment, which the 10-Q says was paid in July 2026.
  - The 8-K also describes a possible further $1.3 billion contingent payment, which depends on how the Federal Circuit rules on Moderna's appeal of the 28 U.S.C. § 1498 defense (prorated if the defense succeeds only in part).
- **September 2026 – European patent revoked.** The 10-Q reports that the European Patent Office's Technical Board of Appeal revoked Moderna's European Patent No. 3 590 949 in all contracting states. The patent had been asserted against Pfizer and BioNTech. Proceedings in Germany and the UK remain pending (10-Q 0001682852-26-000197).
- **February 10, 2026 – FDA refusal-to-file for the flu vaccine mRNA-1010** (8-K 0001682852-26-000012). CBER notified Moderna on February 3, 2026 that it would not review the application, citing the comparator choice. Moderna requested a Type A meeting and said it did not expect any impact on 2026 guidance. The Q3 release later reported FDA approval in August 2026 of mFLUSIVA (the seasonal flu vaccine) for adults 50 to 64, with accelerated approval for adults 65 and older, and called it the company's fifth approved product globally. It also reported Canadian approval of mFLUSIVA and of the flu/COVID combination vaccine (mCOFLU).

## Management and governance

- **September 30, 2026 – New Chief Operating Officer** (8-K 0001193125-26-408289). Juan Andres returns as Chief Operating Officer effective October 5, 2026, reporting to CEO Stéphane Bancel. His base salary is $800,000 with a 90% target bonus. Jerh Collins, Chief Technical Operations and Quality Officer, will retire.
- **July 8, 2026 – Board appointment** (8-K 0001682852-26-000134). Michael McDonnell, former Biogen CFO, joined the board as a Class II director and Audit Committee member.
- **May 6, 2026 – Annual meeting and bylaw change** (8-K 0001682852-26-000101, filed May 11, 2026). Stockholders elected two Class II directors, ratified Ernst & Young LLP, and chose an annual say-on-pay vote. The board added a federal-forum provision for Securities Act claims.

## Clinical updates in the filings

- **October 2026 – Intismeran autogene (mRNA-4157) Phase 3 melanoma data.** Moderna and Merck presented positive Phase 3 results from the INTerpath-001 study of intismeran plus KEYTRUDA in resected high-risk melanoma. It reduced the risk of recurrence or death by 42% (HR 0.58) versus KEYTRUDA alone (8-K 0001682852-26-000194).

## Not found in the SEC filings reviewed

No acquisition or divestiture, share buyback or dividend appears in these filings. A Moderna Analyst Day is scheduled for November 12, 2026.