Moderna MRNA · USD

3. Net Product SalesNet product sales by customer geographic location were as follows for the periods presented (in millions): Years Ended December 31,202520242023United States$1,165 $1,726 $1,720 Europe50 573 1,353 Rest of world603 810 3,598 Total $1,818 $3,109 $6,671 Net product sales by product were as follows (in millions):Years Ended December 31,202520242023COVID(1)$1,810 $3,084 $6,671 RSV8 25 — Total $1,818 $3,109 $6,671 _______(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.The following table summarizes product sales provision for the periods presented (in millions): Years Ended December 31,202520242023Gross 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 _______(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.

12. Commitments and ContingenciesLegal ProceedingsWe 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.

14. Income TaxesLoss before income taxes for the years ended December 31, 2025, 2024, and 2023 consisted of the following (in millions):Years Ended December 31,202520242023United 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 31,202520242023Current:Federal$11 $(57)$(225)State4 (1)72 Foreign29 13 24 Total current$44 $(45)$(129)Deferred:Federal$— $— $888 State— — 8 Foreign10 (1)5 Total deferred10 (1)901 Total provision for (benefit from) income taxes$54 $(46)$772 The reconciliation of the federal statutory income tax amount and rate to our effective tax rate for the year ended December 31, 2025 was as follows (in millions, except percentages):Year Ended December 31, 2025Federal statutory tax rate$(581)21.0 %State and local income tax, net of federal income tax effect3 (0.2)%Foreign tax effects62 (2.1)%Tax credits(11)0.4 %Changes in valuation allowances509 (18.4)%Nontaxable or nondeductible items2 (0.1)%Stock-based compensation windfall/shortfall43 (1.6)%Changes in unrecognized tax benefits10 (0.4)%Other17 (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 31,20242023Federal statutory tax rate21.0 %21.0 %Change in valuation allowance(23.5)%(52.6)%Foreign-derived intangible income— %0.2 %Stock-based compensation windfall/shortfall0.2 %2.4 %Federal research and development credits5.5 %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 rate1.3 %(19.6)%Our effective tax rate for the year ended December 31, 2025 was (2.

13. Stock-Based Compensation and Share Repurchase ProgramsEquity PlansIn 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.

10. LeasesWe 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 CenterOur 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 CenterThe 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.

Our Board of Directors oversees Moderna’s overall risk management strategy. The Board exercises oversight of risks from cybersecurity threats primarily through its Audit Committee, which oversees our risk management processes for information security and technology risks. Our cybersecurity risk management processes are integrated into our overall risk management strategy, which is overseen by the Audit Committee. At least annually, the Audit Committee discusses our risk management program, including information security and technology risks and findings from any audits, with our internal audit staff. The Audit Committee receives cyber-related updates from management, including our CISO at committee meetings. During meetings, our CISO updates the committee on Moderna’s cybersecurity posture, potential threats and risk mitigation strategies, and the progress of the Company’s cybersecurity initiatives, as appropriate. The Chair of the Audit Committee and management provide regular briefings on such matters to the full Board of Directors, as appropriate. At the management level, our CISO is primarily responsible for leading our cybersecurity strategy for assessing and managing material risks from cybersecurity threats. Our current CISO has over 25 years of cybersecurity experience across a wide array of industries, most recently serving in leadership positions at two different public companies and previous roles of increasing responsibility at multinational technology companies. Our CISO reports directly to our Chief People and Digital Technology Officer, who is a member of our Executive Committee and reports to our Chief Executive Officer. We have built a cybersecurity leadership team designed to align with key services, with a separate lead overseeing each service offering, all reporting to the CISO. We also maintain relationships with law enforcement and industry groups to support our cybersecurity intelligence and risk management efforts.

7. InventoryInventory, as of December 31, 2025 and 2024 consisted of the following (in millions):December 31,20252024Raw materials$91 $63 Work in progress 29 26 Finished goods33 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.

15. Loss per ShareThe 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 31,202520242023Numerator:Net loss$(2,822)$(3,561)$(4,714)Denominator:Basic and diluted weighted-average common shares outstanding389 384 382 Basic and diluted EPS$(7.26)$(9.28)$(12.