SEC Form 10-Q filed by Moderna Inc.

5/1/26 4:10:14 PM ET

Biotechnology: Biological Products (No Diagnostic Substances)

Health Care

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mrna-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


FORM			10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ to _

Commission File Number: 001-38753

Moderna, Inc.

(Exact Name of Registrant as Specified in Its Charter)


Delaware		81-3467528
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification No.)

325 Binney Street
Cambridge,	Massachusetts	02142
(Address of Principal Executive Offices)		(Zip Code)

(617) 714-6500

(Registrant’s Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	MRNA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer o

Non-accelerated filer o

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

As of April 24, 2026, there were 396,786,259 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (Form 10-Q) contains express or implied forward-looking statements. All statements other than those of historical facts contained in this Form 10-Q are based on our management’s beliefs and assumptions and on information currently available to our management. Forward-looking statements in this Form 10-Q include, but are not limited to, statements about:

•our ability to drive use of our commercial products and expectations regarding a return to sales growth in 2026;

•our ability to execute on our prioritized research and development portfolio;

•our ability to deliver cost efficiency across our business;

•our expectations regarding the size and durability of the respiratory vaccine market;

•the availability of mCOMBRIAX across the EU, subject to national regulatory and access procedures;

•our long-term strategic partnerships with government entities;

•anticipated near-term regulatory actions for our product candidates, including potential filings, reviews and approvals;

•anticipated milestones for our pipeline programs, including potential data readouts and other near-term catalysts;

•our ability to obtain and maintain regulatory approval of our product candidates across our portfolio;

•our ability to successfully launch and commercialize our products and the timing of launches;

•the potential of our oncology portfolio;

•our ability and the ability of third parties with whom we contract to successfully manufacture, supply and distribute our commercial products and any future commercial products at scale, as well as drug substances, delivery vehicles, development candidates, and investigational medicines for preclinical and clinical use;

•financing and funding options we may consider as part of our research and development strategy;

•our ability to successfully contract with third-party suppliers, distributors and manufacturers;

•internal and external costs associated with manufacturing our products and the impact on our cost of sales, and our anticipated cost of sales as a percentage of net product sales;

•the scope of protection we are able to establish and maintain for intellectual property rights, including those covering our commercial products, product candidates and technology, and our expectations regarding pending legal proceedings related to our intellectual property;

•the timing of initiation, progress, completion, results and cost of our clinical trials, preclinical studies and research and development programs, as well as those of our collaborators;

•participant enrollment in our clinical trials, including timing;

•potential advantages of mRNA as compared to traditional medicine;

•the implementation of our business model and strategic plans for our business, products, product candidates and technology;

•the pricing and reimbursement of our products, if approved;

•the build out of our manufacturing and commercial operations;

•estimates of our future expenses, revenues and capital requirements;

•our operation and funding requirements, including our forecast of the period of time through which our financial resources will be adequate to support our operations;

•the potential benefits of strategic collaboration agreements and our ability to enter into strategic collaborations or other agreements with collaborators with development, regulatory and commercialization expertise;

•our financial performance;

•our tax positions and related tax liabilities;

•legal and regulatory developments in the United States and foreign countries;

•our ability to produce our products or product candidates with advantages in turnaround times or manufacturing cost; and

•developments relating to our competitors and our industry.

Forward-looking statements often contain words such as “will,” “may,” “should,” “could,” “expects,” “intends,” “plans,” “aims,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Although we believe that the expectations reflected in these forward-looking statements are reasonable, these statements relate to future events or our operational or financial performance, and involve risks, uncertainties, and other factors that may cause our actual results to differ materially from any future results expressed or implied by these forward-looking statements. Accordingly, you should not place undue reliance on these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section entitled “Risk Factors” and elsewhere in this Form 10-Q and under Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. If one or more of these risks or uncertainties occur, or if our underlying assumptions prove to be incorrect, actual results could differ materially from those expressed or implied by the forward-looking statements.

The forward-looking statements in this Form 10-Q represent our views as of the date of this Form 10-Q. We undertake no obligation to update any forward-looking statements, except as required by applicable securities law. You should therefore not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this Form 10-Q. However, any further disclosures made on related subjects in our subsequent reports filed with the Securities and Exchange Commission should be consulted.

TRADEMARKS

This Form 10-Q contains references to our trademarks and to trademarks belonging to other entities. Solely for convenience, trademarks and trade names referred to may appear without the ® or ™ symbols, but such references are not intended to indicate that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. We do not intend our reference to other companies’ trade names or trademarks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.

NOTE REGARDING COMPANY REFERENCES

Unless the context otherwise requires, the terms “Moderna,” the “Company,” “we,” “us” and “our” in this Form 10-Q refer to Moderna, Inc. and its consolidated subsidiaries.

ADDITIONAL INFORMATION

Our website, www.modernatx.com, including the Investor Relations section, www.investors.modernatx.com; and corporate blog www.modernatx.com/moderna-blog, and our Statements and Perspectives webpage, https://investors.modernatx.com/Statements--Perspectives/default.aspx; as well as our social media channels: Facebook, www.facebook.com/modernatx; X, www.x.com/moderna_tx (@moderna_tx); LinkedIn, www.linkedin.com/company/modernatx; Instagram (@moderna_tx); and Threads (@moderna_tx) contain a significant amount of information about us, including financial and other information for investors. We encourage investors to visit these websites and social media channels as information is frequently updated and new information is shared. Information contained on our website, corporate blog and social media channels shall not be deemed incorporated into, or be a part of, this Form 10-Q.

Table of Contents


PART I.		Page
Item 1.	Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets as of March 31 , 202 6 and December 31, 2025	5
	Condensed Consolidated Statements of Operations for the three months ended March 31 , 202 6 and 2025	6
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended Ma rch 31, 202 6 and 2025	7
	Condensed Consolidated Statements of Stockholders' Equity for the three months ended March 31 , 202 6 and 2025	8
	Condensed Consolidated Statements of Cash Flows for the three months ended Marc h 31 , 202 6 and 2025	9
	Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	37
Item 4.	Controls and Procedures	37
PART II.
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39
Item 5.	Other Information	39
Item 6.	Exhibits	39
SIGNATURES		40


	March 31,		December 31,
	2026		2025
Assets
Current assets:
Cash and cash equivalents	$	1,908	$	2,595
Investments	3,297		3,204
Accounts receivable, net	71		184
Inventory	146		153
Prepaid expenses and other current assets	348		408
Total current assets	5,770		6,544
Investments, non-current	2,251		2,336
Property, plant and equipment, net	2,086		2,134
Right-of-use assets, operating leases	706		719


Other non-current assets	675		605
Total assets	$	11,488	$	12,338
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable	$	161	$	317
Accrued liabilities	1,912		1,386
Deferred revenue	102		99

Other current liabilities	220		185
Total current liabilities	2,395		1,987
Deferred revenue, non-current	154		153
Operating lease liabilities, non-current	645		653
Financing lease liabilities, non-current	13		20
Long-term debt	590		590
Other non-current liabilities	283		285
Total liabilities	4,080		3,688
Commitments and contingencies (Note 1 2)
Stockholders’ equity:
Preferred stock, par value $0.0001; 162 shares authorized as of March 31, 2026 and December 31, 2025; no shares issued or outstanding at March 31, 2026 and December 31, 2025	—		—
Common stock, par value $0.0001; 1,600 shares authorized as of March 31, 2026 and December 31, 2025; 397 and 394 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	—		—
Additional paid-in capital	1,503		1,382
Accumulated other comprehensive income	25		45
Retained earnings	5,880		7,223
Total stockholders’ equity	7,408		8,650
Total liabilities and stockholders’ equity	$	11,488	$	12,338


	Three Months Ended March 31,
	2026		2025
Revenue:
Net product sales	$	352	$	86
Other revenue	37		22




Total revenue	389		108
Operating expenses:
Cost of sales	955		90
Research and development	649		856
Selling, general and administrative	173		212
Total operating expenses	1,777		1,158
Loss from operations	(1,388)		(1,050)
Interest income	72		90
Other expense, net	(18)		(4)
Loss before income taxes	(1,334)		(964)
Provision for income taxes	9		7
Net loss	$	(1,343)	$	(971)

Net loss per share
Basic and diluted	$	(3.40)	$	(2.52)


Weighted average common shares used in calculation of net loss per share
Basic and diluted	395		386


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive Income		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2025	394	$	—	$	1,382	$	45	$	7,223	$	8,650
Vesting of restricted common stock units	2	—		—		—		—		—
Exercise of options to purchase common stock	1	—		19		—		—		19
Tax payments related to net share settlements on equity awards	—	—		(2)		—		—		(2)

Stock-based compensation	—	—		104		—		—		104
Other comprehensive loss, net of tax	—	—		—		(20)		—		(20)

Net loss	—	—		—		—		(1,343)		(1,343)
Balance at March 31, 2026	397	$	—	$	1,503	$	25	$	5,880	$	7,408


	Common Stock			Additional Paid-In Capital		Accumulated Other Comprehensive (Loss) Income		Retained Earnings		Total Stockholders’ Equity
	Shares	Amount
Balance at December 31, 2024	386	$	—	$	866	$	(10)	$	10,045	$	10,901

Vesting of restricted common stock	1	—		—		—		—		—
Exercise of options to purchase common stock	—	—		2		—		—		2
Tax payments related to net share settlements on equity awards	—	—		(1)		—		—		(1)

Stock-based compensation	—	—		115		—		—		115
Other comprehensive income, net of tax	—	—		—		20		—		20

Net loss	—	—		—		—		(971)		(971)
Balance at March 31, 2025	387	$	—	$	982	$	10	$	9,074	$	10,066


	Unrealized Gains (losses) on Available-for-Sale Debt Securities		Pension and Postretirement Obligation Adjustments		Gains (Losses) on Foreign Currency Translation		Total
Accumulated other comprehensive income, balance at December 31, 2025	$	38	$	4	$	3	$	45
Other comprehensive loss	(17)		—		(3)		(20)
Accumulated other comprehensive income, balance at March 31, 2026	$	21	$	4	$	—	$	25


	Returns and other fees
Balance at December 31, 2025	$	(509)
Provision related to sales made in current period	(9)
Provision related to sales made in prior periods	—
Payments and returns related to sales made in current period	—
Payments and returns related to sales made in prior year	48
Balance at March 31, 2026	$	(470)


	March 31, 2026
	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Non- Current Marketable Securities
Cash and cash equivalents	$	1,908	$	—	$	—	$	1,908	$	1,908	$	—	$	—
Available-for-sale:
Certificates of deposit	61		—		—		61		—		61		—
U.S. treasury bills	610		—		—		610		—		610		—
U.S. treasury notes	2,230		1		(5)		2,226		—		1,233		993
Corporate debt securities	2,599		2		(6)		2,595		—		1,391		1,204
Government debt securities	56		—		—		56		—		2		54
Total	$	7,464	$	3	$	(11)	$	7,456	$	1,908	$	3,297	$	2,251

	December 31, 2025
	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value		Cash and Cash Equivalents		Current Marketable Securities		Non- Current Marketable Securities
Cash and cash equivalents	$	2,595	$	—	$	—	$	2,595	$	2,595	$	—	$	—
Available-for-sale:
Certificates of deposit	91		—		—		91		—		86		5
U.S. treasury bills	653		—		—		653		—		653		—
U.S. treasury notes	2,188		5		(3)		2,190		—		1,185		1,005
Corporate debt securities	2,535		6		(1)		2,540		—		1,250		1,290
Government debt securities	66		—		—		66		—		30		36
Total	$	8,128	$	11	$	(4)	$	8,135	$	2,595	$	3,204	$	2,336


	March 31, 2026
	Amortized Cost		Estimated Fair Value
Due in one year or less	$	3,297	$	3,297
Due after one year through five years	2,259		2,251
Total	$	5,556	$	5,548


	Less than 12 Months				12 Months or More				Total
	Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value		Gross Unrealized Losses		Estimated Fair Value
As of March 31, 2026:

U.S. treasury bills	$	—	$	1,023	$	—	$	—	$	—	$	1,023
U.S. treasury notes	(3)		960		(2)		236		(5)		1,196
Corporate debt securities	(6)		1,562		—		35		(6)		1,597
Government debt securities	—		56		—		—		—		56
Total	$	(9)	$	3,601	$	(2)	$	271	$	(11)	$	3,872

As of December 31, 2025:

U.S. treasury bills	$	—	$	111	$	—	$	—	$	—	$	111
U.S. treasury notes	(1)		176		(2)		235		(3)		411
Corporate debt securities	—		608		(1)		40		(1)		648
Government debt securities	—		36		—		8		—		44
Total	$	(1)	$	931	$	(3)	$	283	$	(4)	$	1,214


	Fair value at March 31, 2026		Fair Value Measurement Using
			Level 1		Level 2
Assets:
Money market funds	$	595	$	595	$	—
Certificates of deposit	61		—		61
U.S. treasury bills	1,141		—		1,141
U.S. treasury notes	2,226		—		2,226
Corporate debt securities	2,978		—		2,978
Government debt securities	56		—		56
Equity investments(1)	2		2		—
Derivative instruments	8		—		8
Total	$	7,067	$	597	$	6,470


	March 31,		December 31,
	2026		2025
Raw materials	$	94	$	91
Work in progress	38		29
Finished goods	14		33
Total inventory	$	146	$	153

Inventory, non-current(1)	$	117	$	114


	March 31,		December 31,
	2026		2025
Land and land improvements	$	77	$	78
Building and building improvements	1,216		1,183
Manufacturing and laboratory equipment	543		542
Leasehold improvements	408		403
Furniture, fixtures and other	40		39
Computer equipment and software	196		196

Construction in progress	268		298
Right-of-use assets, financing (Note 10)	132		132
Total	2,880		2,871
Less: Accumulated depreciation	(794)		(737)
Property, plant and equipment, net	$	2,086	$	2,134


Fiscal Year		Operating Leases		Financing Leases
2026	(remainder of the year)	$	47	$	26
2027		78		20
2028		81		—
2029		82		—
2030		80		—
Thereafter		679		—
Total minimum lease payments		1,047		46
Less amounts representing interest or imputed interest		(383)		(2)
Present value of lease liabilities		$	664	$	44


	Fair value at December 31, 2025		Fair Value Measurement Using
			Level 1		Level 2
Assets:
Money market funds	$	963	$	963	$	—
Certificates of deposit	91		—		91
U.S. treasury bills	1,445		—		1,445
U.S. treasury notes	2,190		—		2,190
Corporate debt securities	3,163		—		3,163
Government debt securities	66		—		66

Equity Investments(1)	6		6		—
Derivative instruments	1		—		1
Total	$	7,925	$	969	$	6,956
Liabilities:
Derivative instruments	$	4	$	—	$	4


	December 31, 2025		Additions		Deductions		March 31, 2026
Other revenue	$	145	$	53	$	(37)	$	161
Net product sales	107		—		(12)		95




Total deferred revenue	$	252	$	53	$	(49)	$	256


	Three Months Ended March 31,				Change 2026 vs. 2025
	2026		2025		$		%
Revenue:
Net product sales	$	352	$	86	$	266	309%
Other revenue	37		22		15		68%




Total revenue	389		108		281		260%
Operating expenses:
Cost of sales	955		90		865		961%
Research and development	649		856		(207)		(24)%
Selling, general and administrative	173		212		(39)		(18)%
Total operating expenses	1,777		1,158		619		53%
Loss from operations	(1,388)		(1,050)		(338)		32%
Interest income	72		90		(18)		(20)%
Other expense, net	(18)		(4)		(14)		350%
Loss before income taxes	(1,334)		(964)		(370)		38%
Provision for income taxes	9		7		2		29%
Net loss	$	(1,343)	$	(971)	$	(372)	38%


Exhibit No.						Exhibit Index











10.1*†#						Settle ment Agreement, d ated Marc h 3, 2026, by and between Arbutus Biopharma Corp., Genevant Sciences GmbH , Genevant Sciences Ltd., Moderna, Inc. and Moderna TX, Inc.
31.1*						Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*						Certification of Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1+						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*						XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*						XBRL Taxonomy Extension Schema Document
101.CAL*						XBRL Taxonomy Extension Calculation Document
101.DEF*						XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*						XBRL Taxonomy Extension Label Linkbase Document
101.PRE*						XBRL Taxonomy Extension Presentation Link Document
104*						Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.)




+			The certification furnished in Exhibit 32.1 hereto is deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certification will not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Registrant specifically incorporates it by reference.
†			Certain portions of this exhibit (indicated by [***]) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.
#			Annexes, schedules and/or exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules or similar attachments upon request by the SEC.


		MODERNA, INC.

Date:	By:	/s/ Stéphane Bancel
May 1, 2026
		Stéphane Bancel
		Chief Executive Officer and Director
		(Principal Executive Officer)

Date:	By:	/s/ James M. Mock
May 1, 2026
		James M. Mock
		Chief Financial Officer
		(Principal Financial Officer)

Date	Price Target	Rating	Analyst
1/28/2026	$25.00	Equal Weight	Barclays
1/7/2026	$34.00	Neutral	UBS
12/12/2025	$30.00	Hold	Jefferies
3/13/2025	$40.00	Neutral	Citigroup
2/18/2025	$111.00 → $45.00	Overweight → Equal Weight	Barclays
1/29/2025	$99.00 → $51.00	Buy → Neutral	Goldman
12/18/2024		Buy → Hold	Argus
12/10/2024	$41.00	Underperform	BofA Securities

SEC Form 10-Q filed by Moderna Inc.

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