10-K – 2026-02-20 – mrna-20251231.htm

Research and development costs are expensed as incurred. Research and development expenses consist of costs incurred in performing research and development activities, including salaries and benefits, facilities costs, overhead costs, contract services, and other outside costs. The value of goods and services received from contract research organizations and contract manufacturing organizations in the reporting period are estimated based on the level of services performed, and progress in the period in cases when we have not received an invoice from the supplier. Research and development costs also include costs and shared cost associated with third-party collaboration arrangements, including upfront fees and milestones paid to third-parties in connection with technologies that had not reached technological feasibility and did not have an alternative future use.

Assets that are acquired or constructed for research and development activities and that have alternative future uses, in research and development projects or otherwise, are capitalized and depreciated over their useful lives. However, the costs of equipment or facilities that are acquired or constructed and intangibles that are purchased from others for a particular research and development project, and that have no alternative future uses and therefore no separate economic values, are considered research and development costs and expensed when incurred.

Advertising Costs

Costs associated with advertising are expensed as incurred and are included in selling, general and administrative expense in the consolidated statements of operations . Advertising expenses were $ 133  million in 2025, $ 146  million in 2024, and $ 204 million in 2023.

Stock-Based Compensation

We issue stock-based awards to employees and non-employees, generally in the form of stock options, restricted stock units (RSUs), and performance stock units (PSUs). We account for our stock-based compensation awards in accordance with ASC 718 (Compensation—Stock Compensation) . Most of our stock-based awards have been made to employees. We measure compensation cost for equity awards at their grant-date fair value and recognize compensation expense over the requisite service period, which is generally the vesting period, on a straight-line basis. The grant date fair value of stock options is estimated using the Black-Scholes option pricing model, which requires management to make assumptions with respect to the fair value of our common stock on the grant date, including the expected term of the award, the expected volatility of our stock, calculated based on a period of time generally commensurate with the expected term of the award, risk-free interest rates and expected dividend yields of our stock.

Prior to 2025, we estimated the expected term of our stock options using the simplified method, whereby, the expected term equals the average of the vesting term and the original contractual term of the option. During 2025, we used historical exercise data in estimating the expected term of stock options, utilizing a methodology that combines historical settlement data with a hypothetical settlement pattern for outstanding options, based on estimated time to arrival at-the-money and adjusted for employee departure rates. The change in methodology used during 2025 did not have a material impact on stock-based compensation and our financial statements. However, during the fourth quarter of 2025, in connection with our stock option exchange program (see Note 13 ), which resulted in changes to our stock option population, we determined that we no longer have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term, as such data is no longer indicative of future exercise patterns. Accordingly, beginning in 2026, we will estimate the expected term of stock options using the simplified method. We will continue to apply this process until a sufficient amount of historical information regarding the expected term becomes available and we believe that historical experience is relevant to our expectations for current grants. The expected volatility is based on our stock price volatility and incorporates both historical volatility of our stock price and implied volatility derived from the price of exchange traded options on our stock.

The grant date fair value of RSUs is estimated based on the fair value of our underlying common stock. For performance-based stock awards, we recognize stock-based compensation expense over the requisite service period using the accelerated attribution method when achievement is probable. We classify stock-based compensation expense in our consolidated statements of operations in the same manner in which the award recipient’s salary and related costs are classified or in which the award recipient’s service payments are classified. We made an accounting policy election to recognize forfeitures of stock-based awards as they occur.

Income Taxes

We account for income taxes based on an asset and liability approach. We recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. These differences are measured using the enacted statutory tax rates and laws that will be in effect when the differences are expected to reverse. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We periodically reassess the need for valuation allowances on our deferred tax assets, considering both positive and negative
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evidence to evaluate whether it is more likely than not that all or a portion of such assets will not be realized. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. We recognize tax benefits from uncertain tax positions if we believe the position is more likely than not to be sustained on examination by the taxing authorities based on the technical merits of the position. We make adjustments to these tax reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate. The provision for income taxes includes the effects of any reserves for uncertain tax positions, as well as the related net interest and penalties.

Earnings (Loss) per Share

We calculate diluted net earnings (loss) per share attributable to common stockholders by dividing net earnings (loss) by the weighted average number of common shares outstanding after giving consideration to the dilutive effect of restricted stock units, performance stock units, stock options, and shares under the employee stock purchase plan that are outstanding during the period. For periods in which we have generated a net loss, the basic and diluted net loss per share attributable to common stockholders are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive.

Comprehensive Income (Loss)

Comprehensive income (loss) includes net income (loss) and other comprehensive income (loss) for the period. Other comprehensive income (loss) consists of unrealized gains and losses on our investments, derivatives designated as hedging instruments, and foreign currency translation, as well as, pension and postretirement obligation adjustments. Total comprehensive income (loss) for all periods presented has been disclosed in the consolidated statements of comprehensive income (loss).

The components of accumulated other comprehensive loss for the years ended December 31, 2025 and 2024 were as follows (in millions):  

Unrealized Gains on Available-for-Sale Securities
Pension and Postretirement Obligation Adjustments
Losses (gains) on Foreign Currency Translation
Total
Accumulated other comprehensive loss, balance at December 31, 2023 $ ( 114 ) $ ( 9 ) $ —   $ ( 123 )
Other comprehensive income 124   ( 3 ) ( 8 ) 113  
Accumulated other comprehensive loss, balance at December 31, 2024 10   ( 12 ) ( 8 ) ( 10 )
Other comprehensive income 28   16   11   55  
Accumulated other comprehensive income, balance at December 31, 2025 $ 38   $ 4   $ 3   $ 45  

Share Repurchases

Shares of our common stock repurchased pursuant to our repurchase programs are retired. The purchase price of such repurchased shares of common stock is recorded as a reduction to additional paid-in-capital. If the balance in additional paid-in-capital is exhausted, the excess is recorded as a reduction to retained earnings.

Recently Issued Accounting Standards

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies and adopted by us as of the specified effective date. Except as noted below, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our consolidated financial statements and disclosures.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . This ASU requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as additional information on income taxes paid. The standard requires entities to disclose federal, state, and foreign income taxes in their rate reconciliation tables and elaborate on reconciling items that exceed a quantitative threshold. Additionally, it requires an annual disclosure of income taxes paid, net of refunds, categorized by jurisdiction based on a quantitative threshold. The ASU is effective on a prospective basis for annual periods beginning after December 15, 2024, and early adoption is permitted. We adopted this ASU prospectively in the fourth quarter of 2025, and the required disclosures are included in Note 14 , Income Taxes.

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In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses . This ASU requires entities to disclose, on an annual and interim basis, disaggregated information in the footnotes related to certain expense categories included in income statement line items. Specifically, entities are expected to provide tabular disclosures for prescribed categories such as inventory purchases, employee compensation, depreciation, and intangible asset amortization for each relevant expense caption. The standard also requires disclosure of total selling expenses and a definition of those expenses in annual filings. Any remaining amounts not quantitatively disclosed are expected to be described qualitatively. This ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. Early adoption permitted, and the standard may be applied on a prospective or retrospective basis. We are currently assessing the impact that this new accounting standard will have on our consolidated financial statement disclosures.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software. This ASU makes targeted amendments to the accounting for and disclosure of software costs under ASC 350-40. The amendments modernize the guidance to reflect current software development practices, including nonlinear development approaches, and remove references to “development stages.” Under the ASU, the following two criteria must be met for entities to begin capitalizing software costs: (1) management, with the relevant authority, implicitly or explicitly authorizes and commits to funding a computer software project, and (2) it is probable that the project will be completed and the software will be used to perform the function intended (referred to as the “probable-to-complete recognition threshold”). The ASU clarifies that this threshold would not be met when there is “significant uncertainty associated with the development activities of the software (referred to as ‘significant development uncertainty’).” The ASU is effective for all entities for annual reporting periods beginning after December 15, 2027, and for interim reporting periods within those fiscal years. Early adoption is permitted, and entities may apply the amendments prospectively, retrospectively, or using a modified prospective transition approach. We are currently evaluating the impact that this new accounting standard will have on our consolidated financial statements and disclosures.

In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration From a Customer in a Revenue Contract . This ASU expands the scope exceptions in the derivatives guidance to exclude certain non-exchange-traded contracts with underlyings based on the operations or activities of one of the parties to the contract, including the occurrence or nonoccurrence of an event specific to those operations or activities. The ASU also clarifies that share-based noncash consideration received from a customer in exchange for goods or services should be accounted for as noncash consideration under ASC 606 unless and until the entity’s right to receive or retain such consideration becomes unconditional. The ASU is effective for annual reporting periods beginning after December 15, 2026, including interim periods within those annual reporting periods. Early adoption is permitted. We are currently evaluating the impact that adoption of this new accounting standard will have on our consolidated financial statements and disclosures.

In December 2025, the FASB issued ASU No. 2025-10, Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities . This ASU establishes guidance on the recognition, measurement, presentation, and disclosure of government grants received by business entities. The guidance defines a government grant as a transfer of a monetary asset or a tangible nonmonetary asset from a government to a business entity other than in an exchange transaction and excludes transactions within the scope of other U.S. GAAP. Under the ASU, government grants are classified as either grants related to an asset or grants related to income, and recognition is permitted only when it is probable that the entity will comply with the conditions attached to the grant and that the grant will be received. The ASU permits alternative presentation approaches depending on the nature of the grant and requires disclosures regarding the nature of the grant, affected financial statement line items, and significant terms and conditions. The ASU is effective for public business entities for annual reporting periods beginning after December 15, 2028, including interim periods within those annual reporting periods. Early adoption is permitted, and the standard may be applied on a modified prospective, modified retrospective, or full retrospective basis. We are currently evaluating the impact of this new accounting standard and do not expect its adoption to have a material impact on our consolidated financial statements and disclosures.

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3. Net Product Sales

Net product sales by customer geographic location were as follows for the periods presented (in millions):
Years Ended December 31,
2025 2024 2023
United States $ 1,165   $ 1,726   $ 1,720  
Europe 50   573   1,353  
Rest of world
603   810   3,598  
Total $ 1,818   $ 3,109   $ 6,671  

Net product sales by product were as follows (in millions):

Years Ended December 31,
2025 2024 2023
COVID (1)
$ 1,810   $ 3,084   $ 6,671  
RSV 8   25   —  

Total $ 1,818   $ 3,109   $ 6,671  

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(1) Includes sales of Spikevax and mNEXSPIKE.

As of December 31, 2025, we have three commercial products, our COVID vaccines, Spikevax and mNEXSPIKE, and our RSV vaccine, mRESVIA. mRESVIA was approved by the FDA in May 2024 for adults aged 60 years and older, and in June 2025, the approved use was expanded to include adults aged 18 through 59 years who are at increased risk for lower respiratory tract disease (LRTD) caused by RSV. We launched commercial sales of mRESVIA in the third quarter of 2024. In May 2025, mNEXSPIKE was approved for use in adults aged 65 years and older, as well as individuals aged 12 through 64 years with at least one underlying risk factor. We launched commercial sales of mNEXSPIKE in the third quarter of 2025.

We sell our COVID and RSV vaccines to the commercial market as well as to foreign governments and international organizations. In the U.S., our COVID and RSV vaccines are sold primarily to wholesalers and distributors, and to a lesser extent, directly to retailers and healthcare providers. Wholesalers and distributors typically do not make upfront payments to us. Net product sales are recognized net of estimated wholesaler chargebacks, invoice discounts for prompt payments and pre-orders, provisions for sales returns and government rebates, and other related deductions.

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The following table summarizes product sales provision for the periods presented (in millions):

Years Ended December 31,
2025 2024 2023
Gross product sales $ 3,304   $ 4,517   $ 8,203  
Product sales provision:

Wholesaler chargebacks, discounts and fees
( 1,037 ) ( 1,141 ) ( 976 )
Returns, rebates and other fees (1)
( 449 ) ( 267 ) ( 556 )
Total product sales provision
$ ( 1,486 ) $ ( 1,408 ) $ ( 1,532 )
Net product sales $ 1,818   $ 3,109   $ 6,671  

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(1) Includes an adjustment of approximately $ 216  million in 2024, reflecting a reduction in prior year provision estimates, primarily related to returns and chargebacks for the previous COVID vaccine season. Adjustments recorded in 2025 related to prior year provision estimates were not material.

The following table summarizes the activities related to product sales provision recorded as accrued liabilities for the year ended December 31, 2025 (in millions):

Returns, rebates and other fees

Balance at December 31, 2024 $ ( 370 )
Provision related to sales made in current period ( 436 )
Provision related to sales made in prior periods
( 13 )
Payments and returns related to sales made in current period 28  
Payments and returns related to sales made in prior periods 282  
Balance at December 31, 2025 $ ( 509 )

4. Other Revenue

The following table summarizes other revenue for the periods presented (in millions):

Years Ended December 31,
2025 2024 2023
Grant revenue $ 22   $ 37   $ 94  
Collaboration revenue ( Note 5 )
13   48   83  
Licensing and royalty revenue 11   42   —  
Stand-ready manufacturing revenue
80   $ —   $ —  
Total other revenue $ 126   $ 127   $ 177  

Grant Revenue

In April 2020, we entered into an agreement with the Biomedical Advanced Research and Development Authority (BARDA), a division of the Administration for Strategic Preparedness and Response (ASPR) within the U.S. Department of Health and Human Services (HHS), for an award of up to $ 483  million to accelerate development of our original COVID vaccine, mRNA-1273. The agreement has been subsequently amended to provide for additional commitments to support various late-stage clinical development efforts of our original COVID vaccine, including a 30,000 participant Phase 3 study, pediatric clinical trials, adolescent clinical trials and pharmacovigilance studies. The maximum award from BARDA, inclusive of all amendments, was approximately $ 1.8  billion. All contract options have been exercised. The BARDA contract concluded on June 15, 2025, upon completion of all contractual deliverables. We accrued and recognized revenue through that date for eligible costs incurred in accordance with the agreement. As of December 31, 2025, the remaining available funding, net of revenue earned, was approximately $ 62  million. While this funding remains available, we do not expect to recognize material additional revenue, as the contract has concluded and all obligations have been fulfilled. Final billing and closeout activities are ongoing and may result in immaterial adjustments to the recognized revenue amount.
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The following table summarizes grant revenue for the periods presented (in millions):

Years Ended December 31,
2025 2024 2023
BARDA $ 9   $ 34   $ 88  
Other grant revenue 13   3   6  
Total grant revenue $ 22   $ 37   $ 94  

Collaboration Revenue

We have entered into collaboration agreements with strategic collaborators to accelerate the discovery and advancement of potential mRNA medicines across therapeutic areas. As of December 31, 2025, 2024 and 2023, we had collaboration agreements with Merck & Co., Inc (Merck), Vertex Pharmaceuticals Incorporated and Vertex Pharmaceuticals (Europe) Limited (together, Vertex), and others. See Note 5 to for further description of these collaboration agreements.

The following table summarizes our total consolidated net revenue from our strategic collaborators for the periods presented (in millions):

Years Ended December 31,
Collaboration Revenue by Strategic Collaborator: 2025 2024 2023
Vertex $ 13   $ 23   $ 82  

Other —   25   1  
Total collaboration revenue $ 13   $ 48   $ 83  

Licensing and Royalty Revenue

In April 2024, we entered a non-exclusive out-licensing agreement with a pharmaceutical company based in Japan for mRNA COVID-related intellectual property for the territory of Japan. Under the terms of the agreement, we received an upfront payment of $ 50  million, which included a $ 20  million prepayment creditable against future royalties. Additionally, we are entitled to receive low double-digit royalties on the net sales of the company’s COVID product. Upon execution of the agreement, we recognized $ 30  million of the upfront payment as other revenue in our consolidated statements of operations. The remaining $ 20  million was recorded as deferred revenue in our consolidated balance sheets and recognized as royalty revenue as the underlying sales occurred. In accordance with the terms of the agreement, the $ 20  million was fully recognized by the end of the first quarter of 2025.

Stand-Ready Manufacturing Revenue

Stand-ready manufacturing revenue relates to amounts recognized under long-term strategic agreements with government entities for maintaining mRNA manufacturing capacities and support pandemic readiness.

5. Collaboration Agreements and Research and Development Funding Arrangement

Merck – Personalized mRNA Cancer Vaccines (Intismeran Autogene)

In June 2016, we entered into a Collaboration and License Agreement, which was subsequently amended in 2018, with Merck for the development and commercialization of personalized mRNA cancer vaccines (PCV), also known as Individualized Neoantigen Therapy (INT), which has been assigned the generic name intismeran autogene. This agreement was subsequently amended in 2018. Under the PCV Agreement, we received an upfront payment of $ 200 million from Merck and we were responsible for designing and researching intismeran, providing manufacturing capacity and manufacturing intismeran and conducting Phase 1 and Phase 2 clinical trials for intismeran, alone and in combination with KEYTRUDA (pembrolizumab), Merck’s anti-PD-1 therapy, all in accordance with an agreed upon development plan and budget. We concluded that the collaboration arrangement was governed by the revenue recognition standard ASC 606.

In September 2022, Merck exercised its option for intismeran, including mRNA-4157, under the terms of the agreement and in October 2022 paid us an option exercise fee of $ 250  million. Following this exercise, the Merck Participation Term commenced, under which we and Merck collaborate on development and potential commercialization of PCV, with costs and any profits or losses generally shared equally on a worldwide basis, subject to certain exceptions as outlined in the agreement. During the development phase, we are primarily responsible for process development and the manufacture of intismeran materials, while Merck generally leads clinical trials. We concluded that the collaboration arrangement under the Merck Participation Term is within the scope of ASC 808. For the years ended December 31, 2025, 2024 and 2023 , we recognized expenses, net of Merck's reimbursements, of $ 407  million,
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$ 390  million, and $ 184  million, respectively, related to the PCV collaboration under the Merck Participation Term. Additionally, the net cost recovery for capital expenditures during the same periods were $ 24  million, $ 109  million, and $ 102  million, respectively, which were applied to reduce the capitalized cost of the assets.

Development and Commercialization Funding Arrangement with Blackstone Life Sciences (Blackstone)

In March 2024, we entered into a development and commercialization funding arrangement with Blackstone, under which Blackstone has committed to providing up to $ 750  million in funding to us. This funding supports the development of our investigational mRNA-based influenza vaccine. Contingent upon regulatory approval in the U.S. and only if the approval is dependent on data from the funded activities, Blackstone will be entitled to receive low single-digit percentage royalties and up to $ 750  million in sales milestone payments. These payments are based on net sales of our future influenza and combination vaccines, with sales milestone payments contingent upon achieving specified cumulative net sales targets.

Given the substantive transfer of financial risk to Blackstone, we account for this arrangement as an obligation to conduct research and development activities. The funding is recognized as a reduction to the expenses of our mRNA-based influenza program. This reduction is recognized proportionally as the related costs are incurred, based on an input method. For the year ended December 31, 2025 and 2024, we recorded research and development expense reductions of $ 340  million and $ 267  million, respectively. As of December 31, 2025 and 2024, we had a research and development funding liability of $ 43  million and $ 58  million, respectively, related to the advance funding received from Blackstone.

Vertex – Strategic Alliance in Cystic Fibrosis

In July 2016, we entered into a Strategic Collaboration and License Agreement (Vertex Agreement), with Vertex Pharmaceuticals Incorporated, and Vertex Pharmaceuticals (Europe) Limited, together, Vertex. The Vertex Agreement, which was amended in July 2019 (2019 Vertex Amendment), is aimed at the discovery and development of potential mRNA medicines for the treatment of cystic fibrosis (CF) by enabling cells in the lungs of people with CF to produce functional cystic fibrosis transmembrane conductance regulator (CFTR) proteins. Pursuant to the Vertex Agreement, we lead discovery efforts during an initial research period, leveraging our platform technology and mRNA delivery expertise along with Vertex’s scientific experience in CF biology and the functional understanding of CFTR. Vertex is responsible for conducting development and commercialization activities for candidates and products that arise from the strategic alliance, including the costs associated with such activities. Subject to customary “back-up” supply rights granted to Vertex, we exclusively manufacture (or have manufactured) mRNA for preclinical, clinical and commercialization purposes. This collaboration arrangement is accounted for under ASC 606 and currently ongoing.

Immatics – Strategic Multi-Platform Collaboration to Develop Oncology Therapeutics

In September 2023, we entered into a strategic collaboration with Immatics to jointly discover and develop T cell-redirecting cancer immunotherapies. Upon effectiveness of the agreement in October 2023, we made an upfront payment of $ 120  million, recognized as research and development expense. Immatics is also eligible for research funding, milestone payments, tiered royalties on global net sales of TCER ® products and certain vaccine products that are commercialized under the agreement. Additionally, Immatics has an option to enter into a global profit and loss share arrangement for the most advanced TCER ® .

In addition to the collaborative arrangements mentioned above, we have other collaborative and licensing arrangements that we do not consider to be individually significant to our business at this time. Pursuant to these agreements, we may be required to make upfront payments and payments upon achievement of various development, regulatory and commercial milestones, which in the aggregate could be significant. Future milestone payments, if any, will be reflected in our consolidated financial statements when the corresponding events become probable. In addition, we may be required to pay significant royalties on future sales if products related to these arrangements are commercialized.

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6. Financial Instruments and Fair Value Measurements
Cash and Cash Equivalents and Investments

The following tables summarize our cash, cash equivalents, and available-for-sale securities by significant investment category at December 31, 2025 and 2024 (in millions):

December 31, 2025
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
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  

December 31, 2024
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Fair Value Cash and
Cash
Equivalents
Current
Marketable
Securities
Non-
Current
Marketable
Securities

Cash and cash equivalents $ 1,927   $ —   $ —   $ 1,927   $ 1,927   $ —   $ —  
Available-for-sale:
Certificates of deposit 52   —   —   52   —   52   —  
U.S. treasury bills 786   —   —   786   —   786   —  
U.S. treasury notes 3,048   3   ( 15 ) 3,036   —   1,958   1,078  
Corporate debt securities 3,590   3   ( 13 ) 3,580   —   2,172   1,408  
Government debt securities 138   —   —   138   —   130   8  
Total $ 9,541   $ 6   $ ( 28 ) $ 9,519   $ 1,927   $ 5,098   $ 2,494  

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The amortized cost and estimated fair value of available-for-sale securities, by contractual maturity at December 31, 2025 and 2024 were as follows (in millions):

December 31, 2025
Amortized
Cost
Estimated
Fair Value

Due in one year or less
$ 3,199   $ 3,204  
Due after one year through five years
2,334   2,336  
Total $ 5,533   $ 5,540  
December 31, 2024
Amortized
Cost
Estimated
Fair Value

Due in one year or less $ 5,106   $ 5,098  
Due after one year through five years 2,508   2,494  
Total $ 7,614   $ 7,592  

In accordance with our investment policy, we place investments in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer. We evaluate securities for impairment at the end of each reporting period. We did no t record any impairment charges related to our available-for-sale securities during the years ended December 31, 2025, 2024, and 2023. We did not recognize any credit-related allowance to available-for-sale securities as of December 31, 2025 and 2024.

The following table summarizes the amount of gross unrealized losses and the estimated fair value for our available-for-sale securities in an unrealized loss position by length of time the securities have been in an unrealized loss position at December 31, 2025 and 2024 (in millions):

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 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  

As of December 31, 2024:

U.S. treasury bills $ —   $ 101   $ —   $ —   $ —   $ 101  
U.S. treasury notes ( 2 ) 729   ( 13 ) 960   ( 15 ) 1,689  
Corporate debt securities ( 4 ) 843   ( 9 ) 1,646   ( 13 ) 2,489  
Government debt securities —   —   —   37   —   37  
Total $ ( 6 ) $ 1,673   $ ( 22 ) $ 2,643   $ ( 28 ) $ 4,316  

At December 31, 2025 and 2024, we held 108 and 252 available-for-sale securities, respectively, out of our total investment portfolio that were in a continuous unrealized loss position. We neither intend to sell these investments nor conclude that we are more-likely-than-not that we will have to sell them before recovery of their carrying values. We also believe that we will be able to collect both principal and interest amounts due to us at maturity.
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Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables summarize our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2025 and 2024 (in millions):
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  

Fair value at December 31, 2024 Fair Value Measurement Using
Level 1 Level 2
Assets:
Money market funds $ 1,195   $ 1,195   $ —  
Certificates of deposit 52   —   52  
U.S. treasury bills 1,016   —   1,016  
U.S. treasury notes 3,036   —   3,036  
Corporate debt securities 3,763   —   3,763  
Government debt securities 138   —   138  
Equity investments (1)
14   14   —  
Derivative instruments
10   —   10  
Total $ 9,224   $ 1,209   $ 8,015  
Liabilities:
Derivative instruments
$ 2   $ —   $ 2  

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(1) Investments in publicly traded equity securities with readily determinable fair values are recorded at quoted market prices for identical securities, with changes in fair value recorded in other expense net, in our consolidated statements of operations.

As of December 31, 2025 and 2024, we did not have non-financial assets or liabilities measured at fair value on a recurring basis.

For the years ended December 31, 2025, 2024 and 2023, we recognized net losses of $ 8  million, $ 52  million and $ 35  million, respectively, on equity investments from changes in fair value of the securities.

Fair Value of Other Financial Instruments

We estimate the fair value of our term loan using Level 2 inputs. The fair value of the term loan approximates its carrying value as of December 31, 2025, because the instrument bears interest at a variable rate that reflects current market rates. See Note 11 for additional information.

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7. Inventory

Inventory, as of December 31, 2025 and 2024 consisted of the following (in millions):

December 31,
2025 2024
Raw materials $ 91   $ 63  
Work in progress 29   26  
Finished goods 33   28  
Total inventory $ 153   $ 117  

Inventory, non-current (1)
$ 114   $ 150  

_______
(1) Consisted of raw materials with an anticipated consumption beyond one year. Inventory, non-current is included in other non-current assets in the consolidated balance sheets.

Inventory write-downs as a result of excess, obsolescence, scrap or other reasons, and losses on firm purchase commitments are recorded as a component of cost of sales in our consolidated statements of operations. For the years ended December 31, 2025, 2024, and 2023, inventory write-downs were $ 291  million, $ 495  million, and $ 2.2  billion, respectively. For the years ended December 31, 2025, 2024, and 2023, losses on firm purchase commitments were $ 24  million, $ 60  million, and $ 141  million, respectively. Inventory write-downs were mainly related to inventory in excess of expected demand and shelf-life expiration. Losses on firm purchase commitments were primarily related to excess raw material purchase commitments that will expire before the anticipated consumption of those raw materials.

These charges in 2025 and 2024 were primarily driven by the continued operation of the COVID vaccine market as a seasonal market, along with a decline in overall customer demand and excess inventory. Forecasting demand for COVID vaccines requires advance production planning ahead of each season, including production of multiple COVID vaccine products, which resulted in excess inventory and capacity as actual demand differed from forecasted demand. The higher charges in 2023 primarily reflect our strategic initiative to resize its manufacturing cost structure in response to the transition to an endemic seasonal COVID vaccine market. In the third quarter of 2023, we completed our long-range financial planning process, incorporating revised forecasts of vaccination rates. This resulted in the reassessment of future demand for our COVID vaccine, leading to a strategic initiative to resize our manufacturing cost structure. This initiative, launched in the same quarter, involved reassessing our inventory levels and renegotiating with our suppliers to reduce our purchase commitments related to raw materials which were not expected to be consumed before expiration. This initiative resulted in a raw materials write-down of $ 903  million, included in the total inventory write-down amount for the quarter.

As of December 31, 2025 and December 31, 2024, the accrued liability for losses on firm future purchase commitments in our consolidated balance sheets was $ 5  million and $ 60  million, respectively. As of December 31, 2025 and December 31, 2024, we had inventory on hand of $ 267  million and $ 267  million, respectively, inclusive of inventory for our COVID and RSV vaccines. Our raw materials and work-in-progress inventory have variable shelf lives. We expect that the majority of this inventory will be consumed over the next three years. The shelf life of Spikevax, our original COVID vaccine, is nine to twelve months . mNEXSPIKE has a shelf life of twelve months . The shelf life of mRESVIA, our RSV vaccine, is eighteen months .

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8. Property, Plant and Equipment, Net

Property, plant and equipment, net as of December 31, 2025 and 2024 consisted of the following (in millions):
December 31,
2025 2024
Land and land improvements $ 78   $ 59  
Building and building improvements 1,183   743  
Manufacturing and laboratory equipment 542   344  
Leasehold improvements 403   207  
Furniture, fixtures and other
39   31  
Computer equipment and software
196   150  
Construction in progress
298   1,057  
Right-of-use assets, financing ( Note 10 )
132   132  
Total
2,871   2,723  
Less: Accumulated depreciation
( 737 ) ( 527 )
Property, plant and equipment, net $ 2,134   $ 2,196  

Depreciation and amortization expense for the years ended December 31, 2025, 2024, and 2023 was $ 211  million, $ 185  million, and $ 617  million, respectively.

9. Other Balance Sheet Components

Accounts Receivable, Net

Accounts receivable, net, as of December 31, 2025 and 2024 consisted of the following (in millions):

December 31,
2025 2024
Accounts receivable $ 368   $ 698  
Less: Wholesalers chargebacks, discounts and fees
( 181 ) ( 340 )

Less: Allowance for doubtful accounts
( 3 ) —  
Accounts receivable, net $ 184   $ 358  

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets, as of December 31, 2025 and 2024 consisted of the following (in millions):
December 31,
2025 2024
Prepaid services $ 169   $ 173  

Down payments and prepayments related to manufacturing and materials
61   106  
Interest receivable 42   59  
Value added tax receivable 37   45  
Prepaid income tax
33   28  
Collaboration receivable 13   58  

Income tax receivable 8   72  

Other current assets 45   58  
Prepaid expenses and other current assets
$ 408   $ 599  

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Other Non-Current Assets

Other non-current assets, as of December 31, 2025 and 2024 consisted of the following (in millions):
December 31,
2025 2024
Income tax receivable, non-current
$ 161   $ 97  
Inventory, non-current (1)
114   150  
Down payments and prepayments, non-current
100   139  
Deferred tax assets
81   81  
Goodwill
52   52  
Finite-lived intangible asset
45   40  
Equity investments 6   14  

Other 46   21  
Other non-current assets $ 605   $ 594  
_______
(1) Consisted of raw materials with an anticipated consumption beyond one year.

Accrued Liabilities

Accrued liabilities, as of December 31, 2025 and 2024 consisted of the following (in millions):
December 31,
2025 2024
Provisions related to product sales ( Note 3 )
$ 509   $ 370  
Compensation-related 420   312  
Manufacturing 140   109  
Development operations 106   120  
Other external goods and services 57   131  
Property, plant and equipment 45   99  
Royalties 31   46  
Raw materials 30   41  
Commercial 23   45  
Clinical trials 20   94  
Loss on future firm purchase commitments (1)
5   60  

Accrued liabilities $ 1,386   $ 1,427  

______
(1) Related to losses that are expected to arise from firm, non-cancellable, commitments for future raw material purchases ( Note 7 ).

Other Current Liabilities

Other current liabilities, as of December 31, 2025 and 2024 consisted of the following (in millions):

December 31,
2025 2024
Estimated reimbursements to wholesalers and distributors $ 84   $ 103  
Research and development funding liability ( Note 5 )
43   58  
Lease liabilities - financing ( Note 10 )
25   23  
Lease liabilities - operating ( Note 10 )
17   14  

Other 16   23  
Other current liabilities $ 185   $ 221  

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Other Non-Current Liabilities

Other non-current liabilities, as of December 31, 2025 and 2024 consisted of the following (in millions):

December 31,
2025 2024
Tax liabilities
$ 249   $ 231  
Other
36   36  
Other non-current liabilities
$ 285   $ 267  

Deferred Revenue

The following table summarizes the activities in deferred revenue during the year ended December 31, 2025 (in millions):

December 31, 2024 Additions Deductions December 31, 2025
Net product sales
$ 188   $ 108   $ ( 189 ) $ 107  

Other revenue
23   212   ( 90 ) 145  
Total deferred revenue $ 211   $ 320   $ ( 279 ) $ 252  

10. Leases

We have entered into various long-term, non-cancelable lease arrangements for our facilities and equipment, expiring at various times through 2039. Certain of these arrangements have free rent periods or escalating rent payment provisions. We recognize lease costs under such arrangements on a straight-line basis over the life of the lease. We have two main campuses in Massachusetts, our Moderna Science Center (MSC), located in Cambridge, which serves as our headquarters, and our Moderna Technology Center (MTC), located in Norwood. In addition, we own and lease facilities, including office, laboratory, and manufacturing sites, in various locations globally to support our research, development, manufacturing, and business operations.

Moderna Science Center

Our Cambridge campus previously included multiple leased properties at Technology Square and the MSC, a facility comprising approximately 462,000 square feet, that serves as our principal executive office, along with additional office and laboratory spaces. The MSC lease commenced during the third quarter of 2023 and has a term of 15 years, with options for two additional seven-year extensions. During the fourth quarter of 2023, we amended the expiration dates of our Technology Square leases to conclude in January 2025, as we transitioned operations to the MSC. As of December 31, 2024, we substantially exited our leased spaces at Technology Square, completing the consolidation of our Cambridge operations into the MSC.

Moderna Technology Center

The MTC is a multiple-building campus spanning approximately 722,000 square feet. that previously operated under long-term finance leases expiring in 2042, with options for three five-year extensions. The MTC has been a critical facility for our manufacturing, laboratory, and office operations. In December 2024, we completed the acquisition of the MTC campus, including the underlying land and buildings, for a total purchase price of $ 385  million. Upon acquisition, we derecognized the right-of-use assets and lease liabilities associated with the Norwood leases. The purchase price, after adjustments related to lease terminations, was allocated to land and buildings, with approximately $ 231  million recorded as property, plant, and equipment on our consolidated balance sheets as of December 31, 2024.
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Operating and financing lease right-of-use assets and lease liabilities as of December 31, 2025 and 2024 were as follows (in millions):
December 31,
2025 2024
Assets:
Right-of-use assets, operating, net (1) (2)
$ 719   $ 759  
Right-of-use assets, financing, net (3) (4)
42   65  
Total $ 761   $ 824  

Liabilities:
Current:
Operating lease liabilities (5)
$ 17   $ 14  
Financing lease liabilities (5)
25   23  
Total current lease liabilities 42   37  
Non-current:
Operating lease liabilities, non-current 653   671  
Financing lease liabilities, non-current 20   39  
Total non-current lease liabilities 673   710  
Total $ 715   $ 747  

_______
(1) These assets are real estate related assets, which include land, office, manufacturing, and laboratory spaces.
(2) Net of accumulated amortization.
(3) These assets are related to contract manufacturing service agreements.
(4) Included in property, plant and equipment in the consolidated balance sheets, net of accumulated depreciation.
(5) Included in other current liabilities in the consolidated balance sheets.

The components of the lease costs were as follows for the periods presented (in millions):

Years ended December 31,
2025 2024 2023
Operating lease costs $ 89   $ 103   $ 88  
Financing lease costs:
   Amortization of right-of-use assets, financing leases 24   22   500  
   Interest expense for financing lease liabilities 3   24   38  
Total financing lease costs $ 27   $ 46   $ 538  
Short term lease costs $ —   $ 13   $ 2  
Variable lease costs $ 22   $ 42   $ 113  

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Supplemental cash flow information relating to our leases was as follows for the periods presented (in millions):

December 31,
2025 2024 2023
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows used in operating leases $ ( 71 ) $ ( 78 ) $ ( 93 )
Operating cash flows used in financing leases ( 3 ) ( 19 ) ( 39 )
Financing cash flows used in financing leases
( 23 ) ( 12 ) ( 292 )

Operating lease non-cash items:
Decrease in right-of-use assets related to lease modifications and reassessments
$ ( 10 ) $ ( 4 ) $ ( 67 )
Right-of-use assets obtained in exchange for operating lease liabilities —   100   714  

Finance lease non-cash items:
Decrease in right-of-use assets related to lease modifications and reassessments
$ —   $ ( 425 ) $ ( 213 )
Right-of-use assets obtained in exchange for financing lease liabilities —   75   —  
Changes in financing lease liabilities ( 5 ) 2   3  
Lease liability derecognized upon purchase of underlying leased asset
—   579   —  

Weighted average remaining lease terms and discount rates as of December 31, 2025 and 2024 were as follows:
December 31,
2025 2024
Remaining lease term:
Operating leases 12 years 13 years
Finance leases 2 years 3 years
Discount rate:
Operating leases 7.6   % 7.6   %
Finance leases 5.9   % 5.9   %

Future minimum lease payments under non-cancelable lease agreements as of December 31, 2025, were as follows (in millions):
Fiscal Year Operating Leases Financing Leases

2026 $ 65   $ 27  
2027 78   20  
2028 81   —  
2029 82   —  
2030 80   —  
Thereafter 680   —  
Total minimum lease payments 1,066   47  
Less amounts representing interest ( 396 ) ( 2 )
Present value of lease liabilities $ 670   $ 45  

11. Credit Agreement

In November 2025, we entered into a Credit and Guaranty Agreement (the Credit Agreement) with lenders led by Ares Capital Corporation, as administrative agent. The Credit Agreement provides for a senior secured term loan facility with aggregate term loan commitments of $ 1.5 billion, consisting of a $ 600 million initial term loan, which was funded at closing, and $ 900 million of delayed draw term loan commitments. The initial term loan matures on November 24, 2030. The delayed draw term loan commitments consist of (1) a $ 400 million delayed draw term loan facility (DDTL-1), which is available, subject to customary conditions, through November 24, 2027, and (2) a $ 500 million delayed draw term loan facility (DDTL-2), which is available, subject to customary conditions and the achievement of specified regulatory approval milestones for certain product candidates, through November 24, 2028.

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Borrowings under the Credit Agreement bear interest at a variable rate equal to, at our option, (i) Term SOFR plus a margin of 5.50 % or (ii) a base rate plus a margin of 4.50 %. The base rate is calculated as the highest of (a) the Wall Street Journal prime rate, (b) the federal funds rate plus one half of one percent and (c) Term SOFR plus one percent. We are also required to pay commitment fees on the undrawn portions of DDTL-1 and DDTL-2. The interest rate applicable to the initial term loan was approximately 9.38 % as of December 31, 2025.

The obligations under the Credit Agreement are guaranteed by certain of our subsidiaries and are secured by a first-priority lien on substantially all of our assets, in each case subject to customary exceptions and limitations. The Credit Agreement is subject to compliance with customary representations and warranties, affirmative covenants, restrictive covenants and events of default. The restrictive covenants, subject to specified limitations and exceptions, limit, among other things, our ability to incur additional indebtedness and liens, make certain investments, engage in certain fundamental changes, dispose of assets and make restricted payments. Events of default under the Credit Agreement include, among others, nonpayment of principal, interest or other amounts when due, failure to comply with covenants (subject to applicable notice and cure periods), breaches of certain representations and warranties, the occurrence of certain significant adverse events and certain insolvency-related events. The Credit Agreement also includes a financial covenant requiring us to maintain minimum cash and cash equivalents (as defined in the Credit Agreement, which primarily consist of our cash, cash equivalents, and available-for-sale securities) as of the last business day of each week of at least $ 500  million, increasing to $ 750  million if more than $ 1.0  billion is drawn under the Credit Agreement. The financial covenant is not required to be tested at any time that the trailing 30 -day average market capitalization of the Company exceeds $ 5.0  billion and is subject to a customary equity cure. As of December 31, 2025, we were in compliance with the applicable terms and covenants under the Credit Agreement.

As of December 31, 2025, the initial term loan had an outstanding principal balance of $ 600 million and a carrying amount of $ 590 million, net of unamortized original issue discount and debt issuance costs, which was classified as long-term debt in our consolidated balance sheet. No amounts had been drawn under DDTL-1 or DDTL-2. The principal amount of $ 600 million is due in full at maturity, and no principal payments are required prior to that date.

12. Commitments and Contingencies

Legal Proceedings

We are a party to various legal proceedings and claims. Accruals are recognized for legal matters when a loss is both probable and reasonably estimable. As of December 31, 2025, no material contingent liabilities have been recognized. If a material loss is reasonably possible and we can estimate the amount or range of the loss, we disclose such information. Unless otherwise noted, either the outcome of these matters is not expected to be material, or the potential loss cannot be reasonably estimated.

From time to time, we may be a party to litigation, arbitration, or other legal proceedings in the course of our business. The outcome of such matters is inherently uncertain and often involves significant judgment in assessing risk and estimating potential exposure. While we do not currently expect any pending proceedings to have a material adverse effect on our financial position, results of operations, or cash flows, there can be no assurance that future developments will not have a material impact.

The following summarizes our significant legal proceedings and matters outstanding as of December 31, 2025.

We have brought patent-infringement actions against Pfizer Inc. (Pfizer), BioNTech SE (BioNTech) and related entities in the U.S. District Court for the District of Massachusetts, Germany, the Netherlands, the UK, Ireland and Belgium concerning our mRNA platform technology and disease-specific vaccine designs. Pfizer and BioNTech have commenced actions or asserted defenses seeking to revoke our patents in these jurisdictions.

Arbutus Biopharma Corporation (Arbutus) and Genevant Sciences GmbH (Genevant) have brought patent-infringement actions against us in the U.S. District Court for the District of Delaware, as well as in Canada, Japan, Switzerland and the Unified Patent Court (UPC) asserting patents concerning lipid nanoparticles. Arbutus and Genevant are seeking judgment of infringement of the asserted patents and monetary damages. The U.S. case has set trial to begin March 9, 2026.

GlaxoSmithKline Biologicals SA (GSK) has filed two complaints against us in the U.S. District Court for the District of Delaware asserting certain patents owned by GSK. GSK has filed two patent-infringement lawsuits against us in the UPC and two complaints in Spain concerning liposomes and modified liposomes for RNA delivery.

Northwestern University has filed a complaint against us in the U.S. District Court for the District of Delaware asserting U.S. patents concerning lipid nanoparticle technology.

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Bayer CropSciences LLC, Monsanto Company, and Monsanto Technology, LLC have filed a complaint in U.S. District Court for the District of Delaware asserting a U.S. patent directed to methods of modifying gene sequences.

mNG Bio, LLC has filed a complaint against us in U.S District Court for the District of Massachusetts asserting a U.S. patent directed to a yellow-green fluorescent protein.

BioNTech SE has filed a complaint against us in the U.S. District Court for the District of Delaware asserting a U.S. patent directed to modified mRNA compositions encoding a spike protein fragment.

We are subject to shareholder class action and shareholder derivative litigation pending in the U.S. District Court for the District of Massachusetts related to statements about our RSV vaccine (mRNA-1345).

Indemnification Obligations

As permitted under Delaware law, we indemnify our officers, directors, and employees for certain events, occurrences while the officer, or director is, or was, serving at our request in such capacity. The term of the indemnification is for the officer’s or director’s lifetime.

We have standard indemnification arrangements in our leases for laboratory and office space that require us to indemnify the landlord against any liability for injury, loss, accident, or damage from any claims, actions, proceedings, or costs resulting from certain acts, breaches, violations, or non-performance under our leases.

We enter into indemnification provisions under our agreements with counterparties in the ordinary course of business, typically with business collaborators, contractors, clinical sites and customers. Under these provisions, we generally indemnify and hold harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of our activities. These indemnification provisions generally survive termination of the underlying agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is unlimited.

Through December 31, 2025 and 2024, we had no t experienced any significant losses related to these indemnification obligations, and no material claims were outstanding. We do not expect significant claims related to these indemnification obligations and, consequently, concluded that the fair value of these obligations is negligible, and no related reserves were established.

Purchase Commitments and Purchase Orders

We enter into agreements in the normal course of business with vendors and contract manufacturing organizations (CMOs) for raw materials and manufacturing services and with vendors for preclinical research studies, clinical trials and other goods or services. As of December 31, 2025, we had $ 411  million of non-cancelable purchase commitments related to raw materials and manufacturing agreements, which are expected to be paid through 2029. This amount includes $ 5  million of the purchase commitments related to raw materials that was recorded as an accrued liability for loss on future firm purchase commitments. As of December 31, 2025, we had $ 1.0  billion of non-cancelable purchase commitments related to research and development and other goods and services which are expected to be paid through 2032. These amounts represent our minimum contractual obligations, including termination fees.

In addition to purchase commitments, we have agreements with third parties for various services, including services related to clinical operations and support and contract manufacturing, for which we are not contractually able to terminate for convenience and avoid any and all future obligations to the vendors. Certain agreements provide for termination rights subject to termination fees or wind-down costs. Under such agreements, we are contractually obligated to make certain payments to vendors, mainly, to reimburse them for their unrecoverable outlays incurred prior to cancellation. At December 31, 2025, we had cancelable open purchase orders of approximately $ 1.8 billion, reflecting amounts associated with our significant vendor arrangements, under such agreements for our clinical operations and support and contract manufacturing. These amounts represent only our estimate of those items for which we had a contractual commitment to pay at December 31, 2025, assuming we would not cancel these agreements. The actual amounts we pay in the future to the vendors under such agreements may differ from the purchase order amounts.

Licenses to Patented Technology

In 2017, we entered into sublicense agreements with Cellscript, LLC and its affiliate, mRNA RiboTherapeutics, Inc. to sublicense certain patent rights. Pursuant to each agreement, we are required to pay certain license fees, annual maintenance fees, minimum royalties on future net sales and milestone payments contingent on achievement of certain development, regulatory and commercial milestones for specified products, on a product-by-product basis. Commercial milestone payments and royalties based on annual net sales of licensed products for therapeutic and prophylactic products are accounted for as additional expense of the related net product sales in the period in which the corresponding sales occur.
132

In December 2022, we entered into a non-exclusive patent license agreement with the National Institute of Allergy and Infectious Diseases (NIAID), an Institute or Center of the National Institutes of Health (NIH) to license certain patent rights concerning stabilizing prefusion coronavirus spike proteins and the resulting stabilized proteins for use in COVID vaccine products. Pursuant to the agreement, we have agreed to pay low single-digit royalties on future net sales, a minimum annual royalty payment, and certain contingent development, regulatory and commercial milestone payments on a licensed product-by-licensed product basis.

In January 2025, we entered into a non-exclusive patent license agreement with NIAID to license certain patent rights related to the development of mRNA-based vaccines for the prevention or treatment of RSV infection. Upon execution of the agreement, we made a total payment of $ 10  million, which was capitalized as an intangible asset and is amortized to cost of sales on a straight-line basis over the estimated useful life of the licensed patents. In addition, we are obligated to pay low single-digit royalties on future net sales of licensed products.

For the years ended December 31, 2025, 2024, and 2023 we recognized $ 88  million, $ 155  million, and $ 301  million, respectively, of royalties and commercial milestone payments associated with our net product sales, which was recorded to cost of sales in our consolidated statements of operations.

Additionally, we have other in-license agreements with third parties which require us to make future development, regulatory and commercial milestone payments for specified products associated with the agreements. The achievement of these milestones have not yet occurred as of December 31, 2025.

13. Stock-Based Compensation and Share Repurchase Programs

Equity Plans

In connection with our initial public offering (IPO), we adopted the 2018 Stock Option and Incentive Plan (the 2018 Equity Plan) in November 2018. The 2018 Equity Plan became effective on the date immediately prior to the effective date of the IPO and replaced our 2016 Stock Option and Incentive Plan (the 2016 Equity Plan). The 2018 Equity Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Equity Plan and the 2016 Equity Plan will be added back to the shares of common stock available for issuance under the 2018 Equity Plan.

The Board of Directors may grant to employees, non-employee directors, consultants and independent advisors equity-based awards during their period of service, generally in the form of stock options, restricted stock units, and performance stock units. The terms and conditions of stock-based awards are defined at the sole discretion of our Board of Directors. We issue service-based awards, vesting over a defined period of service, and performance-based awards, vesting upon achievement of defined conditions. Service based awards generally vest over a four-year period, with the first 25 % of such awards vesting following twelve months of continued employment or service. The remaining awards vest in twelve quarterly installments over the following twelve quarters. Stock options granted under the 2018 Equity Plan and the 2016 Equity Plan expire ten years from the date of grant and the exercise price must be at least equal to the fair market value of common stock on the grant date.

As of December 31, 2025, we had a total of  62 million shares reserved for future issuance under our Equity Plans, of which 38 million shares were reserved for equity awards previously granted, and  24 million shares were available for future grants under the 2018 Equity Plan. No additional awards will be granted under the 2016 Equity Plan as it was replaced by the 2018 Equity Plan.

Stock Option Exchange Program

On November 13, 2025, we commenced an offer to exchange certain eligible stock options held by eligible employees of the Company for new stock options (the “Exchange Offer”). Executive officers and members of our Board of Directors were not eligible to participate. The Exchange Offer expired on December 12, 2025.

Under the Exchange Offer, 2,864 eligible employees elected to exchange, and we accepted for cancellation, eligible stock options to purchase an aggregate of 4,289,694 shares of our common stock, representing approximately 80 % of the total shares of common stock underlying eligible options. Immediately following the expiration of the Exchange Offer, we granted replacement stock options to purchase an aggregate of 1,653,121 shares of our common stock. The exercise price of the replacement stock options was $ 29.46 per share, which was the closing price of our common stock on December 12, 2025. The replacement stock options are subject to new vesting schedules based on continued service.

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The exchange of stock options resulted in an immaterial incremental stock-based compensation expense, calculated using a lattice option pricing model, which will be recognized together with any unrecognized compensation cost remaining on the exchanged options over the remaining requisite service period of the modified awards.

Options

We have granted options generally through the 2018 Equity Plan and 2016 Equity Plan. The following table summarizes our option activity during the year ended December 31, 2025:
Number of
Options
(in millions) Weighted
Average
Exercise
Price per
Share Weighted-
Average
Remaining
Contractual
Term Aggregate
Intrinsic
Value (1)
(in millions)

Outstanding at December 31, 2024 26.20   $ 59.64   5.1 years $ 359  
Granted
8.91   30.47  
Exercised
( 1.22 ) 14.06  
Canceled/forfeited
( 6.71 ) 114.24  
Outstanding at December 31, 2025 27.18   38.63   4.8 years 153  
Exercisable at December 31, 2025 19.54   38.22   3.3 years 151  
Expected to vest at December 31, 2025 7.64   $ 39.67   8.7 years $ 2  

_______
(1) Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those options in the money as of December 31, 2025.

The total intrinsic value of options exercised was $ 19 million, $ 122 million, and $ 413 million for the years ended December 31, 2025, 2024, and 2023, respectively. The aggregate intrinsic value represents the difference between the exercise price and the selling price received by option holders upon the exercise of stock options during the period. The excess tax benefits realized from tax deductions from option exercises were $ 2  million, $ 24  million, and $ 84  million during the years ended December 31, 2025, 2024, and 2023, respectively. The total consideration recorded as a result of stock option exercises was approximately $ 17 million, $ 42 million, and $ 25  million, respectively, for the years ended December 31, 2025, 2024, and 2023.

Restricted Common Stock Units (RSUs) and Performance Stock Units (PSUs)

We have granted RSUs and PSUs generally through the 2018 Equity Plan. The following table summarizes our RSU and PSU activity during the year ended December 31, 2025:
Number of Units
(in millions) Weighted Average
Grant Date Fair Value per Unit

Outstanding, non-vested at December 31, 2024 7.86   $ 91.60  
Issued
12.67   30.77  
Vested
( 6.81 ) 63.70  
Canceled/forfeited
( 2.52 ) 60.43  
Outstanding, non-vested at December 31, 2025 11.20   46.11  

The total grant date fair value of RSUs and PSUs vested during the years ended December 31, 2025, 2024, and 2023, was $ 434 million, $ 228 million, and $ 99 million, respectively. The total intrinsic value of RSUs and PSUs vested during the years ended December 31, 2025, 2024, and 2023, was $ 186  million, $ 161  million and $ 120  million, respectively.

During 2025, 2024 and 2023, we granted an immaterial amount of PSUs, respectively, primarily to certain senior executives with vesting that is contingent upon the achievement of specified preestablished goals over the performance period, generally three years . The actual number of common shares ultimately issued is calculated by multiplying the number of PSUs by a payout percentage ranging from 0 % to 200 %. The estimated fair value of PSUs is based on the grant date fair value.

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Valuation and Stock-Based Compensation Expense

Stock-based compensation for options granted under our Equity Plans (excluding options issued in connection with the Exchange Offer) is determined using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of options granted for the years ended December 31, 2025, 2024, and 2023 were as follows:
Weighted Average
Years Ended December 31,
2025 2024 2023
Options:

    Risk-free interest rate
4.04   % 4.28   % 4.13   %
    Expected term
5.54 years 6.10 years 6.07 years
    Expected volatility
66   % 50   % 48   %
    Expected dividends
—   % —   % —   %
    Weighted average fair value per share
$ 18.64   $ 49.76   $ 57.87  

Stock-Based Compensation Expense

The following table presents the components and classification of stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 (in millions):
Years Ended December 31,
2025 2024 2023
Options
$ 152   $ 163   $ 136  
RSUs
314   254   144  
PSUs
8   5   17  
Employee stock purchase plan
9   7   8  
Total
$ 483   $ 429   $ 305  

Cost of sales $ 26   $ 25   $ 37  
Research and development
291   264   157  
Selling, general and administrative 166   140   111  
Total
$ 483   $ 429   $ 305  

Stock-based compensation expenses related to non-employee awards were immaterial for the years ended December 31, 2025, 2024, and 2023.

As of December 31, 2025, there were $ 633 million of total unrecognized compensation cost related to non-vested stock-based compensation with respect to options, RSUs and PSUs granted. That cost is expected to be recognized over a weighted-average period of 2.1 years at December 31, 2025.

Share Repurchase Programs

On February 22, 2022, our Board of Directors authorized a share repurchase program of our common stock for up to $ 3.0  billion, with no expiration date. On August 1, 2022, our Board of Directors authorized an additional $ 3.0  billion under the repurchase program, with no expiration date (collectively with the February 22, 2022 authorization, the 2022 Repurchase Programs). As of December 31, 2025, $ 1.7  billion of our Board of Directors’ authorization for repurchases of our common stock remains outstanding under the 2022 Repurchase Programs, with no expiration date. The timing and actual number of shares repurchased under the 2022 Repurchase Programs will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities, and shares may be repurchased through open market purchases through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

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The following table summarizes activity related to our share repurchase programs (in millions, except per share data):

Years Ended December 31,
2025 2024 2023
Number of shares repurchased —   —   8
Average price per share (1)
$ —   $ —   $ 143.26  
Aggregate purchase price $ —   $ —   $ 1,153  
Remaining authorization at end of period $ 1,667   $ 1,667   $ 1,667  

_______
(1) Average price paid per share includes related expenses and excise tax, applicable beginning January 1, 2023.

14. Income Taxes

Loss before income taxes for the years ended December 31, 2025, 2024, and 2023 consisted of the following (in millions):

Years Ended December 31,

2025 2024 2023
United States
$ ( 2,655 ) $ ( 3,697 ) $ ( 4,056 )
Foreign
( 113 ) 90   114  
Loss before income taxes $ ( 2,768 ) $ ( 3,607 ) $ ( 3,942 )

The provision for income taxes for the years ended December 31, 2025, 2024, and 2023 consisted of the following components (in millions):

Years Ended December 31,

2025 2024 2023
Current:

Federal $ 11   $ ( 57 ) $ ( 225 )
State 4   ( 1 ) 72  
Foreign 29   13   24  
Total current $ 44   $ ( 45 ) $ ( 129 )
Deferred:

Federal $ —   $ —   $ 888  
State —   —   8  
Foreign 10   ( 1 ) 5  
Total deferred 10   ( 1 ) 901  
Total provision for (benefit from) income taxes
$ 54   $ ( 46 ) $ 772  

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The reconciliation of the federal statutory income tax amount and rate to our effective tax rate for the year ended December 31, 2025 was as follows (in millions, except percentages):

Year Ended December 31,

2025
Federal statutory tax rate $ ( 581 ) 21.0   %
State and local income tax, net of federal income tax effect
3   ( 0.2 ) %
Foreign tax effects
62   ( 2.1 ) %

Tax credits
( 11 ) 0.4   %

Changes in valuation allowances
509   ( 18.4 ) %
Nontaxable or nondeductible items
2   ( 0.1 ) %
Stock-based compensation windfall/shortfall 43   ( 1.6 ) %
Changes in unrecognized tax benefits
10   ( 0.4 ) %
Other
17   ( 0.6 ) %
Effective tax rate $ 54   ( 2.0 ) %

The effective tax rate reconciliation for the year ended December 31, 2025 is presented in accordance with ASU 2023-09, while the effective tax rate reconciliations for the years ended December 31, 2024 and 2023 have not been recast and continue to be presented under the prior guidance. As a result of the adoption of ASU 2023-09, certain items in the effective tax rate reconciliation may have been reclassified between categories compared to prior periods; however, such reclassifications did not have a material impact on any individual line items or the overall effective tax rate.

The reconciliation of the federal statutory income tax rate to our effective tax rate for the years ended December 31, 2024 and 2023 was as follows:

Years Ended December 31,

2024 2023
Federal statutory tax rate 21.0   % 21.0   %
Change in valuation allowance
( 23.5 ) % ( 52.6 ) %
Foreign-derived intangible income —   % 0.2   %
Stock-based compensation windfall/shortfall
0.2   % 2.4   %
Federal research and development credits
5.5   % 4.6   %
State taxes, net of federal benefits ( 0.7 ) % 5.7   %
Non-deductible items ( 0.4 ) % ( 0.4 ) %
Other
( 0.8 ) % ( 0.5 ) %
Effective tax rate
1.3   % ( 19.6 ) %

Our effective tax rate for the year ended December 31, 2025 was ( 2.0 )% and was higher than the federal statutory tax rate, primarily due to our global valuation allowance, which limits our ability to recognize tax benefits from the loss. The higher effective tax rate was also impacted by certain of our foreign subsidiaries that have taxable income, while we incurred a net loss before income taxes in other jurisdictions. For the year ended December 31, 2024, the effective tax rate was lower than the federal statutory tax rate as a result of an increase in valuation allowance against deferred tax assets, which limited the recognition of tax benefits on our pre-tax loss. The tax benefits from research and development credits provided a partial offset. For the year ended December 31, 2023, despite being in a pre-tax loss position, our effective tax rate exceeded the federal statutory tax rate, primarily due to the establishment of a valuation allowance against the majority of the deferred tax assets, which resulted in a net tax expense rather than a benefit. This was partially offset by tax benefits from research and development credits and stock-based compensation.

For the year ended December 31, 2025, income taxes paid, net of refunds, by jurisdiction were immaterial both individually and in the aggregate and, accordingly, have not been separately disclosed.

137

Deferred income taxes reflect the tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting and the amounts used for income tax purposes, tax credit carryforwards and the tax effect of net operating loss carryforwards. Significant components of our deferred tax assets and tax liabilities as of December 31, 2025 and 2024 were as follows
(in millions):
December 31,
2025 2024
Deferred tax assets:

Net operating loss carryforwards $ 1,156   $ 424  
Stock-based compensation 129   131  
Capitalized licenses, research and development and start-up costs 1,693   1,794  
Tax credit carryforwards 308   251  

Operating lease liabilities 134   138  

Other comprehensive income 3   4  
Inventory reserve and capitalization 152   205  
Wholesaler chargebacks, discounts and fees
26   43  
Returns and other fees
116   86  
Outside basis difference
84   125  
Other 213   160  
Total deferred tax assets 4,014   3,361  
Less: valuation allowance
( 3,738 ) ( 3,084 )
Net deferred tax assets $ 276   $ 277  
Deferred tax liabilities:

Right-of-use assets, operating $ ( 135 ) $ ( 139 )
Property, plant and equipment ( 58 ) ( 55 )
Other ( 23 ) ( 16 )
Total deferred tax liabilities
( 216 ) ( 210 )
Net deferred tax assets
$ 60   $ 67  

The table below summarizes changes in the valuation allowance for deferred tax assets for the periods presented (in millions ):
Years Ended December 31,

2025 2024 2023
Valuation allowance at beginning of the period $ 3,084   $ 2,224   $ 155  

Increases to valuation allowance 654   860   2,069  
Valuation allowance at December 31 $ 3,738   $ 3,084   $ 2,224  

We periodically reassess the need for valuation allowances on our deferred tax assets, considering both positive and negative evidence to evaluate whether it is more likely than not that all or a portion of such assets will not be realized. During 2023, following the completion of our long-range financial planning process, we reassessed the evidence and concluded that a valuation allowance was necessary due to the preponderance of negative evidence, including:

• A pre-tax loss for the full year 2023, serving as a significant source of objectively verifiable negative evidence in accordance with ASC 740 (Income Taxes).
• A projected three-year cumulative loss resulting from our long-range financial planning process. This projection was due to a significant decrease in expected sales of our COVID vaccine as we transitioned to a seasonal market. Additionally, we anticipated substantial research and development expenses for our on-going Phase 3 clinical trials and to advance our product candidates into later-stage development. These factors contributed additional negative evidence with respect to the realizability of our deferred tax assets. The projections were based upon revenue from our approved drug product, which we believe can be reasonably estimated. In contrast, future taxable income projections from our investigational medicines are deemed inherently subjective and not objectively verifiable; they are insufficient to override negative evidence, and therefore, they were not assigned any weight in our valuation allowance analysis assessment.

138

Our evaluation also included whether there were other sources of taxable income that would allow us to realize our deferred tax assets, such as taxable income in carryback years, available tax planning strategies and the future reversals of taxable temporary differences. After assessing these strategies and all evidence, we determined it was more likely than not that we will not realize all of our deferred tax assets and therefore increased the valuation allowance by $ 2.1  billion during 2023.

In 2025 and 2024, we continued to maintain a global valuation allowan ce against the majority of our de ferred tax assets, consistent with the assessment established in 2023. The valuation allowance reflects the ongoing preponderance of negative evidence, including continued and projected losses.

Significant management judgment is required in assessing the realizability of our deferred tax assets. In the event that actual results differ from our estimates, we adjust our estimates in future periods and we may need to modify our valuation allowance, which could materially impact our financial position and results of operations.

At December 31, 2025, we had $ 4.1 billion, $ 3.3 billion, and $ 89 million of federal, state and foreign net operating loss carryforwards, respectively, of which $ 4.1 billion, $ 1.6 billion, and $ 89 million respectively, will not expire and $ 1.7 billion of state net operating loss carryforwards will begin to expire in 2032. At December 31, 2025, we also had federal and state research and development tax credit carryforwards of $ 111 million and $ 208 million, respectively, the majority of which will begin to expire in 2030.

We recognize, in our financial statements, the effect of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. A reconciliation of the beginning and ending amounts of unrecognized tax benefits during the years ended December 31, 2025, 2024, and 2023 were as follows (in millions):

Years Ended December 31,

2025 2024 2023
Unrecognized tax benefits at beginning of the period $ 240   $ 231   $ 128  
Decrease due to prior positions:
Tax positions for prior years ( 3 ) ( 10 ) —  

Settlements with tax authorities —   —   ( 27 )
Increase due to current year tax positions:
Additions based on tax positions for current year 4   19   44  
Additions based on tax positions for prior years —   —   86  
Unrecognized tax benefits at end of the period $ 241   $ 240   $ 231  

As of December 31, 2025, we had $ 241 million of net unrecognized tax benefits, which would affect our tax rate if recognized. Unrecognized tax benefits may change during the next twelve months for items that arise in the ordinary course of business. We do not anticipate a material change to our unrecognized tax benefits over the next twelve months that would have an adverse effect on our consolidated operating results. We recognize interest and penalties, if applicable, related to uncertain tax positions as a component of income tax expense.

We file income tax returns in U.S. and various state, local and foreign jurisdictions. The income tax returns of all material taxing jurisdictions remain open to tax examination for all tax years since our date of incorporation for those jurisdictions. We have federal, state, and foreign carryforward attributes generated in past years which may be adjusted upon examination. As of December 31, 2025, we are under audit in various U.S., and foreign jurisdictions; however, no adjustments to our tax positions have been proposed at this time.

139

15. Loss per Share

The computation of basic earnings (loss) per share (EPS) is based on the weighted-average number of our common shares outstanding. The computation of diluted EPS is based on the weighted-average number of our common shares outstanding and potential dilutive common shares outstanding during the period as determined by using the treasury stock method.

Basic and diluted EPS for the years ended December 31, 2025, 2024 and 2023 were calculated as follows (in millions, except per share data):

Years Ended December 31,
2025 2024 2023
Numerator:

Net loss
$ ( 2,822 ) $ ( 3,561 ) $ ( 4,714 )

Denominator:

Basic and diluted weighted-average common shares outstanding
389   384   382  

Basic and diluted EPS
$ ( 7.26 ) $ ( 9.28 ) $ ( 12.33 )

The following common stock equivalents, presented based on amounts outstanding as of December 31, 2025, 2024 and 2023, were excluded from the calculation of diluted EPS attributable to common stockholders for the periods indicated because their inclusion would have been anti-dilutive (in millions):

December 31,
2025 2024 2023
Options 27   26   26  

RSUs and PSUs 11   8   5  
Total 38   34   31  

16. Geographic Information

Geographic Revenue

We operate in one reporting segment that primarily focuses on the discovery, development and commercialization of mRNA medicines. Our chief executive officer manages our operations and evaluates our financial performance on a consolidated basis. Most of our principal operations, other than manufacturing, and our decision-making functions are located at our corporate headquarters in the United States.

Total revenue by geographic area of our customers and collaborators was as follows (in millions):

Years Ended December 31,
2025 2024 2023
United States $ 1,199   $ 1,785   $ 1,895  
Europe 53   598   1,355  
Rest of world
692   853   3,598  
Total $ 1,944   $ 3,236   $ 6,848  

Our property, plant and equipment, including financing right-of-use assets, by geographic area was as follows (in millions):

December 31,
2025 2024
United States $ 1,468   $ 1,532  
Europe 303   283  
Rest of world 363   381  
Total $ 2,134   $ 2,196  

140

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2025, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f)) to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Management assessed our internal control over financial reporting as of December 31, 2025. Management based its assessment on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their report included in this Annual Report on Form 10-K.

Changes in Internal Controls over Financial Reporting

During the three months ended December 31, 2025, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), which have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, believe that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at the reasonable assurance level. However, our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by the collusion of two or more people or by a management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
141

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Moderna, Inc.

Opinion on Internal Control Over Financial Reporting

We have audited Moderna, Inc.’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Moderna, Inc. (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes and our report dated February 20, 2026 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
Boston, Massachusetts
February 20, 2026

142

Item 9B. Other Information
10b5-1 Plans

On November 23, 2025 , Stéphane Bancel , our Chief Executive Officer , terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1(c), which had been entered into on September 3, 2025, and was scheduled to commence as early as December 17, 2025, with a termination date of August 10, 2026. The plan provided for the potential sale of up to 1,439,788 shares of common stock. No shares of common stock were sold under the plan prior to its termination.

Mr. Bancel has two different stock option awards that will reach their ten-year expiration on August 10, 2026, including an option to purchase 558,394 shares and another option to purchase 193,321 shares (the Bancel Expiring Options). Mr. Bancel intends to contribute all of the after-tax proceeds from the exercise and sale of the Bancel Expiring Options to charitable causes. On November 28, 2025 , Mr. Bancel adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Bancel 10b5-1 Plan). Between May 13,2026 and August 10, 2026 , the Bancel 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of the Bancel Expiring Options, which represent up to 751,715 shares of the Company’s common stock in the aggregate. The Bancel 10b5-1 Plan expires on August 10, 2026, or upon the earlier completion of all authorized transactions under the plan.

Stephen Hoge , our President , has two different stock option awards that will reach their ten-year expiration on August 10, 2026, including an option to purchase 223,357 shares and another option to purchase 96,660 shares (the Hoge Expiring Options). On November 13, 2025 , Dr. Hoge adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Hoge 10b5-1 Plan). Between February 23, 2026 and August 10, 2026 , the Hoge 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of the Hoge Expiring Options, which represent up to 320,017 shares of the Company’s common stock in the aggregate. The Hoge 10b5-1 Plan expires on August 10, 2026, or upon the earlier completion of all authorized transactions under the plan.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

None Applicable.
143

PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2026 Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Item 11. Executive Compensation

The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2026 Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2026 Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2026 Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

Item 14. Principal Accounting Fees and Services

Our independent public accounting firm is Ernst & Young LLP, Boston, Massachusetts, PCAOB Auditor ID 000 42 .

The information required by this Item is incorporated herein by reference to the information that will be contained in our proxy statement related to the 2026 Annual Meeting of Stockholders, which we intend to file with the Securities and Exchange Commission within 120 days of the end of our fiscal year pursuant to General Instruction G(3) of Form 10-K.

144

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a) Documents filed as part of this report.

(1)    Financial statements .

For a list of the consolidated financial statements included herein, see “Index to Consolidated Financial Statements” under Part II, Item 8 of this Annual Report on Form 10-K.

(2) Schedules.

No financial statement schedules have been submitted because they are not required or are not applicable or because the information required is included in the consolidated financial statements or the notes thereto.

(3) Exhibits.

Exhibit No. Exhibit Index
3.1 Restated Certificate of Incorporation of the Registrant. (2)

3.2
Second Amended and Restated By-laws of the Registrant. (2)

4.1 Specimen Common Stock Certificate. (1)

4.2
Description of Capital Stoc k. (9)

10.1# 2016 Stock Option and Grant Plan, as amended, and forms of award agreements thereunder. (1)

10.2# 2018 Stock Option and Incentive Plan. (1)

10.3# Form of Indemnification Agreement between the Registrant and each of its directors. (1)

10.4† Master Collaboration and License Agreement, by and between Moderna Therapeutics, Inc. and Merck Sharp & Dohme Corp., dated as of January 12, 2015, as amended by Amendment No. 1 dated as of January 8, 2016, Amendment No. 2 dated as of June 28, 2016, Amendment No. 3 dated as of June 28, 2016 and Amendment No. 4 dated as of June 28, 2016. (1)

10.5† Amended and Restated mRNA Cancer Vaccine Collaboration and License Agreement, by and between ModernaTX, Inc. and Merck Sharp & Dohme Corp., dated as of April 17, 2018. (1)

10.6† Patent Sublicense Agreement, by and among ModernaTX, Inc. and Cellscript, LLC and mRNA RiboTherapeutics, Inc. (solely with respect to certain provisions), dated as of June 26, 2017. (1)

10.7
Credit and Guaranty Agreement, dated as of No vember 19, 2025, by and among Moderna, certain subsidiary guarantors, Ares Capital Corporation and the lenders . ( 10 )

10.8#
Amended and Restated Executive Severance Plan and Form of Participation Letter, as amended on February 23, 2023. (7)

10.9#
Letter Agreement by and between the Company and Stéphane Bancel, dated as of June 13, 2018, as amended by Amendment No. 1 dated as of November 4, 2018. (1)

10.10#
Letter Agreement by and between the Company and Stephen Hoge, dated as of October 17, 2017. (1)

10.11#
Employment Letter Agreement between ModernaTX, Inc. and Shannon Klinger, dated as of March 4, 2021. (5)

10.12#
Offer Letter by and between ModernaTX, Inc. and James Mock, dated as of August 15, 2022. (6)

10.13#
Senior Executive Cash Incentive Bonus Plan. (1)

10.14#
Amended and Restated Non-Employee Director Compensation Policy, effective October 1, 2022. (6)

10.15#
Form of Indemnification Agreement between the Registrant and each of its officers. (1)

10.16#*
2018 Employee Stock Purchase Plan.

10.17#
Form of Employee Restricted Stock Unit Award Agreement. (8)

10.18#
Form of Employee Non-Qualified Stock Option Agreement. (8)

10.19#
Form of Non-Employee Director Restricted Stock Unit Award Agreement. (5)

10.20#
Form of Non-Employee Director Non-Qualified Stock Option Agreement. (5)

10.21#
Form of Performance-Based Restricted Stock Unit Award Agreement under the 2018 Stock Option and Incentive Plan. (3)

19
Moderna, Inc. Insider Trading Policy. (9)

145

21.1* Subsidiaries of the Registrant.

23.1* Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.

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

32.2+ Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97
Moderna, Inc. Policy for Recoupment of Executive Incentive Compensation. (8)

101.INS* XBRL Instance 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 Labels 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)
___________
* Filed herewith.
† Pursuant to 17 C.F.R. §§230.406 and 230.83, the confidential portions of this exhibit have been omitted and are marked accordingly.
# Indicates a management contract or any compensatory plan, contract or arrangement.
+ The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. Such certifications 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.
(1) Incorporated by reference to the Registration Statement on Form S-1 (File No. 333-228300) filed with the Securities and Exchange Commission on November 9, 2018.

(2) Incorporated by reference to the Current Report on Form 8-K (File No. 001-38753) filed with the Securities and Exchange Commission on May 9, 2024.

(3) Incorporated by reference to the Quarterly Report on Form 10-Q (File No. 001-38753) filed with the Securities and Exchange Commission on May 6, 2021.

(4) Incorporated by reference to the Quarterly Report on Form 10-Q (File No. 001-38753) filed with the Securities and Exchange Commission on November 7, 2024.

(5) Incorporated by reference to the Annual Report on Form 10-K (File No. 001-38753) filed with the Securities and Exchange Commission on February 25, 2022.

(6) Incorporated by reference to the Quarterly Report on Form 10-Q (File No. 001-38753) filed with the Securities and Exchange Commission on November 3, 2022.
(7) Incorporated by reference to the Annual Report on Form 10-K (File No. 001-38753) filed with the Securities and Exchange Commission on February 24, 2023.

(8) Incorporated by reference to the Annual Report on Form 10-K (File No. 001-38753) filed with the Securities and Exchange Commission on February 23, 2024.

(9) Incorporated by reference to the Annual Report on Form 10-K (File No. 001-38753) filed with the Securities and Exchange Commission on February 21, 2025.

(10) Incorporated by reference to the Current Report on Form 8-K (File No. 001-38753) filed with the Securities and Exchange Commission on November 24, 2025.

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Item 16. Form 10-K Summary

None.
147

SIGNATURES
Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
                                

MODERNA, INC.

Date: By: /s/ Stéphane Bancel
February 20, 2026
Stéphane Bancel
Chief Executive Officer and Director

148

POWER OF ATTORNEY AND SIGNATURES
Each individual whose signature appears below hereby constitutes and appoints each of Stéphane Bancel and James M. Mock as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities and Exchange Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature Title Date

/s/ Stéphane Bancel Chief Executive Officer and Director (Principal Executive Officer)
February 20, 2026
Stéphane Bancel

/s/ James M. Mock Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
February 20, 2026
James M. Mock

/s/ Noubar B. Afeyan, Ph.D. Chairman and Director February 20, 2026
Noubar B. Afeyan, Ph.D.

/s/ Sandra Horning, M.D.
Director February 20, 2026
Sandra Horning, M.D.

/s/ Abbas Hussain
Director February 20, 2026
Abbas Hussain

/s/ Elizabeth Nabel, M.D.
Director February 20, 2026
Elizabeth Nabel, M.D.

/s/ Francois Nader, M.D. Director February 20, 2026
Francois Nader M.D.

/s/ David M. Rubenstein
Director February 20, 2026
David M. Rubenstein

/s/ Paul Sagan Director February 20, 2026
Paul Sagan

/s/ Elizabeth Tallett Director February 20, 2026
Elizabeth Tallett

149