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Moderna, Inc.

For the period ended Sep 30, 2026. Filed Nov 6, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 6, 2026

MRNA$254.19+5.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-07-31.

0001682852-26-000150

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-06.

0001682852-26-000197

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 91 previous paragraphs and 91 current paragraphs.

44 unchanged; 27 reworded; 20 added; 18 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (20)

Current report

In addition to our commercial products, we are advancing a diverse pipeline of development candidates across infectious disease vaccines, oncology therapeutics, and rare disease therapeutics. Within our oncology therapeutics modality, we and Merck & Co., Inc. (Merck) are jointly developing intismeran autogene (mRNA-4157), a novel investigational mRNA-based individualized neoantigen therapy. We and Merck are advancing a robust clinical development program for intismeran, which currently consists of nine total Phase 2 and Phase 3 clinical trials across multiple tumor types and stages of disease.

Current report

Positive Phase 3 Results for Intismeran Autogene in Adjuvant Melanoma

Current report

In August 2026, we and Merck announced positive topline results from the Phase 3 INTerpath-001 trial evaluating adjuvant treatment with intismeran in combination with KEYTRUDA (pembrolizumab), Merck's anti-PD-1 therapy, in patients with completely resected stage IIB-IV melanoma. At a pre-specified interim analysis, the trial met its primary endpoint of recurrence-free survival (RFS) and a key secondary endpoint of distant metastasis-free survival (DMFS), with the combination demonstrating statistically significant and clinically meaningful improvements in RFS and DMFS compared with KEYTRUDA alone. RFS measures the time until disease recurrence or death, and DMFS measures the time until distant metastasis or death.

Current report

In October 2026, we and Merck presented detailed positive RFS and DMFS results during Presidential Symposium I at the European Society for Medical Oncology (ESMO) Congress 2026. After a median follow-up of 24.6 months, intismeran in combination with KEYTRUDA significantly reduced the risk of recurrence or death by 42% (HR=0.58 [95% CI, 0.45–0.75]; two-sided p<0.001). Intismeran plus KEYTRUDA also significantly reduced the risk of distant metastasis or death by 38% (HR=0.62 [95% CI, 0.45–0.85]; two-sided p=0.002) compared to KEYTRUDA alone. The improvements observed in RFS and DMFS were generally consistent across pre-specified patient subgroups. Overall survival (OS) data are not yet mature, but a favorable trend in OS with intismeran plus KEYTRUDA has been observed. The study remains ongoing to further evaluate OS and other key endpoints. The safety profile of intismeran plus KEYTRUDA was generally consistent with previously reported studies of the combination, with no new safety signals observed.

Current report

The efficacy of the intismeran immunization plus KEYTRUDA in the first six months was comparable with KEYTRUDA alone for risk of recurrence or death (HR=0.99 [95% CI, 0.66–1.49]) and risk of distant metastasis or death (HR=1.01 [95% CI, 0.58–1.79]). At six months, following the intismeran immunization regimen, a pre-specified sensitivity analysis of the primary endpoint showed the addition of intismeran plus KEYTRUDA reduced the risk of recurrence or death by 58% (HR=0.42 [95% CI, 0.30–0.58]) and reduced the risk of distant metastasis or death by half (HR=0.50 [95% CI, 0.34–0.73]) compared to KEYTRUDA alone.

Current report

In August 2026, the U.S. Food and Drug Administration (FDA) approved mFLUSIVA (mRNA-1010), our seasonal influenza vaccine, for use in adults 50 years of age and older. The approval for adults 50 through 64 years of age was based on results from a randomized, observer-blind, active-controlled Phase 3 clinical trial that enrolled 40,805 adults across 11 countries. The primary objectives of the study were to evaluate the safety and reactogenicity of mFLUSIVA and its relative vaccine efficacy compared with a standard-dose influenza vaccine against reverse transcription polymerase chain reaction (RT-PCR)-confirmed protocol-defined influenza-like illness caused by influenza A or B strains. For adults 65 years of age and older, accelerated approval was based on results from a separate randomized, observer-blind, active-controlled clinical trial that enrolled 2,992 adults in the United States. The primary objective of this study was to evaluate the immunogenicity of mFLUSIVA compared with a high-dose inactivated influenza vaccine. Effectiveness in this population was also supported by a descriptive analysis of relative vaccine efficacy from the Phase 3 efficacy study described above. Clinical benefit in adults 65 years of age and older will be further assessed in a postmarketing confirmatory clinical trial. The Phase 3 program demonstrated an acceptable safety profile, with no new safety concerns identified.

Current report

We launched commercial sales of mFLUSIVA in the United States in September 2026 for the 2026–2027 respiratory virus season. We have also received approval for mFLUSIVA in Canada. mRNA-1010 is also under regulatory review in the European Union, Australia and Taiwan.

Current report

In September 2026, we issued $3.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the 2032 Notes) and received net proceeds of approximately $3.0 billion. The 2032 Notes mature in March 2032, unless earlier converted, redeemed or repurchased, do not bear regular interest and, upon conversion, may be settled in cash, shares of our common stock or a combination of cash and shares, at our election. In connection with the issuance of the 2032 Notes, we entered into capped call transactions at an aggregate cost of $329 million, with the transactions expected generally to reduce potential dilution to our common stock upon conversion of the 2032 Notes and/or offset potential cash payments in excess of the principal amount of converted notes, subject to a cap. We intend to use the remaining net proceeds for general corporate purposes, which may include investments in the growth of our oncology business and repayment of debt. See Note 11 to our condensed consolidated financial statements for additional information.

Current report

•COVID vaccines: In August 2026, we announced that the FDA has approved the supplemental Biologics License Applications (sBLA) for the 2026-2027 formulas for Spikevax and mNEXSPIKE, containing the JN.1-lineage XFG subvariant of SARS-CoV-2 to help prevent COVID-19.

Current report

•Seasonal flu + COVID vaccine: We received regulatory approval in Canada for mCOFLU, our seasonal flu + COVID combination vaccine. The vaccine is also approved in the EU under the brand name mCOMBRIAX. The vaccine remains under regulatory review in additional markets, including Japan, the UK and Australia. We continue to await further guidance from the FDA regarding refiling in the United States.

Current report

•Norovirus vaccine: Following the Phase 3 interim analysis, which did not meet the statistical criteria for early success, we do not plan to initiate an additional cohort this season. We intend to engage with health authorities to determine the programs path forward.

Current report

•Bundibugyo ebolavirus vaccine: In August 2026, we announced initiation of a Phase 1 clinical trial of mRNA-1469, our investigational vaccine against bundibugyo ebolavirus. The trial will evaluate safety and immune response for a strain of Ebola virus disease with no licensed vaccines indicated, and is being conducted in Canada as part of our expanded collaboration with the Coalition for Epidemic Preparedness Innovations (CEPI). In November 2026, we announced that mRNA-1469 has been recommended to advance into a Phase 2/3 efficacy study in the Democratic Republic of Congo (DRC), supported by encouraging preclinical and Phase 1 clinical data.

Current report

•mRNA-2808: An abstract was accepted for oral presentation at the American Society of Hematology (ASH) Annual Meeting in December 2026.

Current report

Net cash used in operating activities decreased by $88 million, or 3%, during the nine months ended September 30, 2026, compared to the same period in 2025, primarily attributable to a change in accrued liabilities and accounts payable of $313 million as the reduction in spending was less pronounced than in the prior year, together with favorable changes in inventory, prepaid expenses and other assets, deferred revenue and other liabilities, primarily due to timing of purchases, payments and customer advances. These changes were partially offset by an increase in accounts receivable, net of $481 million driven by higher product sales.

Current report

Net cash provided by financing activities for the nine months ended September 30, 2026 was $2.8 billion, primarily related to net proceeds from the issuance of convertible notes of $2.6 billion, after payments for the related capped call transactions.

Current report

In September 2026, we issued $3.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the 2032 Notes). We received net proceeds of approximately $3.0 billion from the issuance of the 2032 Notes, and used $329 million of the proceeds to fund related capped call transactions. The 2032 Notes have a zero-coupon interest rate and therefore do not require periodic cash interest payments. Upon conversion, we may elect to settle the 2032 Notes in cash, shares of our common stock, or a combination of cash and shares. We may, however, be required to make cash payments in connection with a redemption or repurchase of the 2032 Notes under certain circumstances. Unless earlier converted, redeemed or repurchased, the $3.0 billion principal amount of the 2032 Notes is payable at maturity in March 2032. See Note 11 to our condensed consolidated financial statements for additional information.
Removed paragraphs (18)

Previous report

In April 2026, we received marketing authorization from the European Commission (EC) for mCOMBRIAX (mRNA-1083), our mRNA combination vaccine for the prevention of influenza disease and COVID-19 in individuals 50 years of age and older. The marketing authorization follows a positive opinion from the European Medicines Agency's (EMA) Committee for Medicinal Products for Human Use (CHMP) and is valid in all 27 European Union (EU) member states, as well as Iceland, Liechtenstein and Norway. mCOMBRIAX is our fourth authorized product and further strengthens our respiratory portfolio and commitment to the EU. The vaccine builds on advances from the clinical development of mNEXSPIKE and mRNA-1010, our investigational seasonal influenza vaccine. mCOMBRIAX will be made available across the EU, subject to national regulatory and access procedures, and we are working with national authorities to support local access and implementation.

Previous report

FDA Advisory Committee Positive Recommendation for mRNA-1010

Previous report

In June 2026, the U.S. Food and Drug Administration's (FDA) Vaccines and Related Biological Products Advisory Committee (VRBPAC) voted unanimously that the benefits of mRNA-1010 outweigh its risks for the prevention of influenza disease in adults 50 through 64 years of age and in adults 65 years of age and older. The recommendation was based on data from our Phase 3 clinical development program and supports the FDA's ongoing review of our Biologics License Application (BLA) for mRNA-1010. The FDA has assigned a Prescription Drug User Fee Act (PDUFA) goal date of August 5, 2026.

Previous report

In June 2026, we expanded our strategic collaboration with the Coalition for Epidemic Preparedness Innovations (CEPI) to advance the development of a potential vaccine against Bundibugyo ebolavirus (BDBV), a cause of Ebola virus disease for which there are currently no licensed vaccines indicated. Under the agreement, CEPI has committed up to $50 million to support preclinical development and Phase 1 clinical evaluation of our investigational BDBV vaccine candidate, as well as parallel manufacturing activities to enable doses to be produced while clinical evaluation is underway and support rapid advancement into Phase 2/3 clinical trials, if warranted. The program builds on our existing research and development efforts in filoviruses, including Ebola-related viruses, and expands our longstanding strategic collaboration with CEPI to accelerate the development of vaccines and other countermeasures against epidemic and pandemic threats.

Previous report

•Seasonal flu + COVID vaccine: We received EC marketing authorization for mCOMBRIAX in the EU and our mRNA-1083 regulatory filings are under review in Japan, Canada and Australia. We are awaiting further guidance from the FDA on refiling the submission for our flu plus COVID combination vaccine.

Previous report

•Seasonal flu vaccine: Our mRNA-1010 regulatory filings are under review in Europe, Canada and Australia, and potential approvals are expected to begin in 2026. The FDA has assigned a PDUFA date for mRNA-1010 of August 5, 2026.

Previous report

•Norovirus vaccine: Our Phase 3 safety and efficacy study of mRNA-1403 did not meet statistical criteria for early success at the Phase 3 interim analysis. The trial is ongoing and remains blinded as we work toward enrolling an additional cohort.

Previous report

Fully enrolled studies include a Phase 3 adjuvant melanoma, a Phase 2 adjuvant renal cell carcinoma, and a Phase 2 adjuvant muscle invasive bladder cancer. We expect Phase 3 adjuvant melanoma data potentially in 2026.

Previous report

We recently presented positive five-year Phase 2b adjuvant melanoma data at the 2026 American Society of Clinical Oncology (ASCO) Annual Meeting. The data showed a sustained benefit with intismeran in combination with KEYTRUDA, reducing the risk of recurrence or death by 49% compared to KEYTRUDA alone.

Previous report

•mRNA-4359. Our Phase 1/2 study of mRNA-4359, an investigational wholly-owned cancer antigen therapy, is ongoing. The Phase 2 portion of the study includes cohorts in first-line metastatic melanoma, second-line+ metastatic melanoma and first-line metastatic NSCLC.

Previous report

•Propionic acidemia (PA) therapeutic: Our investigational therapeutic for PA (mRNA-3927) is in a registrational study and target enrollment has been reached. We expect potential data in 2026.

Previous report

•Methylmalonic acidemia (MMA) therapeutic: We deferred our decision on a pivotal trial for mRNA-3705 until PA registrational data readout.

Previous report

For the three months ended June 30, 2026, total revenue increased by $3 million, or 2%, compared to the same period in 2025. Net product sales decreased by $20 million, or 18%, primarily due to lower COVID vaccine sales in the United States and South America, partially offset by product deliveries in the United Kingdom. The decrease in net product sales was offset by higher stand-ready manufacturing revenue from related facilities and higher collaboration revenue, primarily related to our collaboration with Recordati for our investigational propionic acidemia therapeutic, mRNA-3927.

Previous report

Net cash used in operating activities decreased by $800 million, or 41%, during the six months ended June 30, 2026, compared to the same period in 2025, primarily attributable to a change in accrued liabilities and accounts payable of $945 million, largely driven by the $950 million litigation settlement accrual, partially offset by an increase in net loss of $329 million.
Reworded paragraphs (27)

Previous wording

We are a biotechnology company advancing a new class of medicines made of messenger RNA (mRNA). mRNA medicines are designed to direct the body’s cells to produce intracellular, membrane or secreted proteins that have a therapeutic or preventive benefit with the potential to address a broad spectrum of diseases. Our platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, providing us the capability to pursue in parallel a robust pipeline of new development candidates. We are developing medicines across infectious disease vaccines, oncology therapeutics and rare disease therapeutics.

Current wording

We are a biotechnology company advancing a new class of medicines made of messenger RNA (mRNA). mRNA medicines are designed to direct the body’s cells to produce intracellular, membrane or secreted proteins that have a therapeutic or preventive benefit with the potential to address a broad spectrum of diseases. Our platform builds on continuous advances in basic and applied mRNA science, delivery technology and manufacturing, providing us the capability to pursue in parallel a robust pipeline of new development candidates.

Previous wording

Since our founding in 2010, we have transformed from a research-stage company advancing programs in the field of mRNA to a commercial enterprise with a diverse clinical portfolio of vaccines and therapeutics across several modalities, a broad intellectual property portfolio and integrated manufacturing capabilities that allow for rapid clinical and commercial production at scale. We currently have four approved products—Spikevax® and mNEXSPIKE®, our COVID vaccines; mRESVIA®, our vaccine against respiratory syncytial virus (RSV); and mCOMBRIAX®, our flu plus COVID combination vaccine, which was approved in Europe for individuals 50 years of age and older. We also have a diverse development pipeline of 26 development candidates across our 36 development programs currently in clinical studies.

Current wording

Since our founding in 2010, we have transformed from a research-stage company advancing programs in the field of mRNA to a commercial enterprise with a diverse clinical portfolio of vaccines and therapeutics across several modalities, a broad intellectual property portfolio and integrated manufacturing capabilities that allow for rapid clinical and commercial production at scale. We currently have five approved products—Spikevax® and mNEXSPIKE®, our COVID vaccines; mRESVIA®, our vaccine against respiratory syncytial virus (RSV); our flu plus COVID combination vaccine, which was authorized for individuals 50 years of age and older in Europe (marketed as mCOMBRIAX®) and in Canada (marketed as mCOFLU®); and mFLUSIVA®, our influenza vaccine, which was approved in the United States and Canada for individuals 50 years of age and older.

Previous wording

For the second quarter of 2026, we recognized total revenue of $145 million, compared to $142 million for the second quarter of 2025. Net loss per share was $(1.97) for the second quarter of 2026, compared to net loss per share of $(2.13) for the second quarter of 2025.

Current wording

For the third quarter of 2026, we recognized total revenue of $1.3 billion, compared to $1.0 billion for the third quarter of 2025. Diluted earnings per share was $0.38 for the third quarter of 2026, compared to loss per share of $(0.51) for the third quarter of 2025.

Previous wording

•Intismeran autogene: We are advancing mRNA-4157 in collaboration with Merck, with nine total Phase 2 and Phase 3 clinical trials underway across multiple tumor types, including melanoma, non-small cell lung cancer (NSCLC), bladder cancer and renal cell carcinoma. This includes the Phase 3 study of intismeran as monotherapy and in combination with KEYTRUDA QLEX for the treatment of high-risk Stage 1 NSCLC.

Current wording

•Intismeran autogene: We are advancing mRNA-4157 in collaboration with Merck evaluating the safety and efficacy of intismeran in combination with KEYTRUDA and other anti-cancer therapies, and as a monotherapy. The INTerpath program currently consists of nine total Phase 2 and Phase 3 clinical trials underway across multiple tumor types and stages of disease, including three ongoing Phase 3 trials in non-small cell lung cancer (NSCLC). Additional studies include a Phase 2b trial in adjuvant melanoma and Phase 1 study exploring adjuvant pancreatic ductal adenocarcinoma, perioperative gastric carcinoma and perioperative NSCLC.

Previous wording

The following chart shows our current pipeline of 36 development programs across our several modalities.

Current wording

The following chart shows our current pipeline of development programs across our several modalities.

Current wording

As of September 30, 2026, we have five approved products, our COVID vaccines, Spikevax and mNEXSPIKE, our RSV vaccine, mRESVIA, our flu and COVID combination vaccine, mCOMBRIAX, which has received European Commission marketing authorization in the EU, and our influenza vaccine, mFLUSIVA, which has been approved in the United States. We launched commercial sales of mNEXSPIKE in the third quarter of 2025. As of September 30, 2026, mCOMBRIAX had not been commercialized. In August 2026, mFLUSIVA was approved by the FDA for the prevention of influenza disease in adults 50 years of age and older, and we launched commercial sales of mFLUSIVA in September 2026. Net product sales of mFLUSIVA were immaterial for the quarter, reflecting the timing of the approval and launch relative to the 2026–2027 influenza contracting season, as well as uncertainty regarding uptake of mFLUSIVA during the season.

Previous wording

We sell our COVID vaccines, Spikevax and mNEXSPIKE, to the commercial market as well as to 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. 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.

Current wording

We sell our vaccines to the commercial market as well as to governments and international organizations. In the U.S., our vaccines are sold primarily to wholesalers and distributors, and to a lesser extent, directly to retailers, healthcare providers and government entities. Net product sales are recognized net of estimated chargebacks, fulfillment fees, prompt-pay discounts, provisions for sales returns and government rebates, and other related deductions.

Previous wording

Certain agreements may include upfront payments for our vaccine supply, initially recorded as deferred revenue. As of June 30, 2026, we had deferred revenue of $265 million related to product sales, of which $207 million is expected to be realized in less than one year.

Current wording

Certain agreements may include upfront payments for our vaccine supply, initially recorded as deferred revenue. As of September 30, 2026, we had deferred revenue of $218 million related to product sales, of which $160 million is expected to be realized in less than one year.

Previous wording

For the six months ended June 30, 2026, total revenue increased by $284 million, or 114%, compared to the same period in 2025. Net product sales increased by $246 million, or 123%, primarily due to higher COVID vaccine sales in international markets, driven by deliveries under long-term strategic partnerships with government entities. Other revenue also increased, primarily reflecting higher stand-ready manufacturing revenue, including from facilities that became operational during the second half of 2025, and higher collaboration revenue.

Current wording

For the three months ended September 30, 2026, total revenue increased by $297 million, or 29%, compared to the same period in 2025, primarily driven by a $300 million, or 31%, increase in net product sales. For the nine months ended September 30, 2026, total revenue increased by $581 million, or 46%, compared to the same period in 2025, primarily driven by a $547 million, or 47%, increase in net product sales. The increase in net product sales in both periods was mainly due to higher COVID vaccine sales in international markets, driven by deliveries under long-term strategic partnerships with government entities. Net product sales in the U.S. were generally consistent with the corresponding periods in 2025. Other revenue remained relatively consistent for the three months ended September 30, 2026 compared to the same period in 2025. For the nine months ended September 30, 2026, other revenue increased by $34 million, or 36%, compared to the same period, primarily due to higher stand-ready manufacturing revenue, including from facilities that became operational during the second half of 2025, and higher collaboration revenue, mainly related to our collaboration with Recordati for our investigational propionic acidemia therapeutic, mRNA-3927.

Previous wording

Cost of sales for the three months ended June 30, 2026 was $93 million, which included inventory write-downs of $41 million, unutilized manufacturing capacity costs of $23 million, and third-party royalties of $11 million. Cost of sales for the six months ended June 30, 2026 was $1.0 billion, which included third-party royalties of $906 million, inventory write-downs of $79 million, and unutilized manufacturing capacity costs of $25 million. Third-party royalties included $6 million and $884 million for the three and six months ended June 30, 2026, respectively, related to the litigation settlement with Arbutus and Genevant and amortization of the associated intangible asset. Please refer to Note 12, Commitments and Contingencies, to our condensed consolidated financial statements for additional information. Inventory write-downs in 2026 primarily related to our finished and semi-finished vaccine inventory and raw materials relative to updated demand forecasts, shelf-life expiration and other adjustments. Please refer to Note 7 to our condensed consolidated financial statements for inventory related charges.

Current wording

Cost of sales for the three months ended September 30, 2026 was $318 million, which included third-party royalties of $65 million, inventory write-downs of $54 million, and unutilized manufacturing capacity costs of $29 million. Cost of sales for the nine months ended September 30, 2026 was $1.4 billion, which included third-party royalties of $971 million, inventory write-downs of $133 million, and unutilized manufacturing capacity costs of $54 million. Third-party royalties included $6 million and $890 million for the three and nine months ended September 30, 2026, respectively, related to the litigation settlement with Arbutus and Genevant and amortization of the associated intangible asset. Please refer to Note 12, Commitments and Contingencies, to our condensed consolidated financial statements for additional information. Inventory write-downs in 2026 primarily related to our finished and semi-finished vaccine inventory and raw materials relative to updated demand forecasts, shelf-life expiration and other adjustments. Please refer to Note 7 to our condensed consolidated financial statements for inventory related charges.

Previous wording

Cost of sales for the three months ended June 30, 2026 decreased by $26 million, or 22%, compared to the same period in 2025. Cost of sales as a percentage of net product sales and stand-ready manufacturing revenue for the three months ended June 30, 2026 was 74%, compared to 91% for the same period in 2025. The decreases were primarily due to lower unutilized manufacturing capacity costs. Cost of sales for the six months ended June 30, 2026 increased by $839 million, or 401%, compared to the same period in 2025. Cost of sales as a percentage of net product sales and stand-ready manufacturing revenue for the six months ended June 30, 2026 was 206%, compared to 91% for the same period in 2025. The increase was primarily driven by litigation settlement-related expenses. Excluding these expenses, cost of sales and cost of sales as a percentage of net product sales and stand-ready manufacturing revenue for the six months ended June 30, 2026 decreased by 59% and 65 percentage points, respectively, compared to the same period in 2025, primarily due to lower unutilized manufacturing capacity costs and losses on firm purchase commitments, partially offset by higher sales volume.

Current wording

Cost of sales for the three months ended September 30, 2026 increased by $111 million, or 54%, compared to the same period in 2025. Cost of sales as a percentage of net product sales and stand-ready manufacturing revenue for the three months ended September 30, 2026 was 24%, compared to 21% for the same period in 2025. The increases were primarily due to higher product sales volume and higher unutilized manufacturing costs. Cost of sales for the nine months ended September 30, 2026 increased by $950 million, or 228%, compared to the same period in 2025. Cost of sales as a percentage of net product sales and stand-ready manufacturing revenue for the nine months ended September 30, 2026 was 75%, compared to 34% for the same period in 2025. The increase was primarily driven by litigation settlement-related expenses. Excluding these expenses, cost of sales increased by 14%, while cost of sales as a percentage of net product sales and stand-ready manufacturing revenue for the nine months ended September 30, 2026 decreased by eight percentage points compared to the same period in 2025. The increase in cost of sales was primarily due to higher product sales volume, partially offset by lower inventory write-downs and the absence of losses on firm purchase commitments recorded in the prior year. The decrease in cost of sales as a percentage of net product sales and stand-ready manufacturing revenue primarily reflected sales growth outpacing the increase in underlying cost of sales.

Previous wording

Research and development expenses decreased by $49 million, or 7%, for the three months ended June 30, 2026, compared to the same period in 2025. This reduction was primarily due to lower clinical trial expenses of $76 million, personnel-related costs and stock-based compensation of $27 million, and outside services of $18 million, partially offset by a $62 million benefit recognized in the second quarter of 2025 under the Blackstone research and development funding arrangement, due to revisions of prior period estimates. For the six months ended June 30, 2026, research and development expenses decreased by $256 million, or 16%, compared to the same period in 2025. This decrease primarily reflected lower clinical trial expenses of $119 million, personnel-related costs and stock-based compensation of $77 million, and outside services of $49 million. The lower clinical trial expenses for both periods were primarily driven by the wind-down of several late-stage programs, including the Company's flu plus COVID combination vaccine, as well as its congenital CMV and norovirus programs. The decrease in personnel-related costs and stock-based compensation for both periods primarily reflected portfolio reprioritization and associated resource realignment.

Current wording

Research and development expenses decreased by $218 million, or 27%, for the three months ended September 30, 2026, compared to the same period in 2025. This reduction was primarily due to lower clinical trial expenses of $127 million, including a $33 million benefit recognized under the Blackstone research and development funding arrangement resulting from a revision to prior-period estimates, and lower personnel-related costs and stock-based compensation of $75 million. For the nine months ended September 30, 2026, research and development expenses decreased by $474 million, or 20%, compared to the same period in 2025. This decrease primarily reflected lower clinical trial expenses of $246 million, personnel-related costs and stock-based compensation of $152 million, and outside services of $58 million. The lower clinical trial expenses for both periods were primarily driven by reduced spending on several late-stage studies, including those related to our flu plus COVID combination vaccine, congenital CMV, RSV and norovirus programs. For the nine-month period, these reductions were partially offset by higher spending on oncology programs and COVID postmarketing commitments. The decrease in personnel-related costs and stock-based compensation for both periods primarily reflected portfolio reprioritization and associated resource realignment.

Previous wording

We anticipate a modest reduction in research and development expenses in 2026 compared to 2025, primarily driven by the wind-down of several late-stage programs, continued disciplined cost management, and a focused approach to pipeline execution. We remain committed to advancing our pipeline and late-stage programs, including our oncology and rare disease programs, while continuing to manage research and development investment levels in line with our long-term objectives.

Current wording

We anticipate a reduction in research and development expenses in 2026 compared to 2025, primarily driven by the wind-down of several late-stage programs, continued disciplined cost management, and a focused approach to pipeline execution. We remain committed to advancing our pipeline and late-stage programs, including our oncology and rare disease programs, while continuing to manage research and development investment levels in line with our long-term objectives.

Previous wording

Selling, general and administrative expenses decreased by $14 million, or 6%, for the three months ended June 30, 2026, compared to the same period in 2025. The decrease was primarily driven by continued cost discipline across the organization, including reduced commercial and marketing-related spending, lower employee-related costs and other operating expenses. For the six months ended June 30, 2026, selling, general and administrative expenses decreased by $53 million, or 12%, compared to the same period in 2025. This decrease for the six-month period primarily reflected lower employee-related costs and stock-based compensation of $25 million, reduced commercial and marketing-related spending of $15 million, and lower other operating expenses. The decreases in both periods reflected continued cost discipline and efficiencies across the organization.

Current wording

Selling, general and administrative expenses increased by $14 million, or 5%, for the three months ended September 30, 2026, compared to the same period in 2025. The increase was primarily due to higher legal expenses, partially offset by reduced commercial and marketing-related spending, lower employee-related costs and other operating expenses. For the nine months ended September 30, 2026, selling, general and administrative expenses decreased by $39 million, or 5%, compared to the same period in 2025. This decrease for the nine-month period primarily driven by lower employee-related costs of $27 million, reduced commercial and marketing-related spending of $24 million, and lower other operating expenses, partially offset by higher legal expense. The reduction in commercial and marketing-related spending and other operating expenses reflected continued cost discipline and efficiencies across the organization.

Previous wording

For the three months ended June 30, 2026, interest income decreased by $14 million, or 17%, compared to the same period in 2025. For the six months ended June 30, 2026, interest income decreased by $32 million, or 19%, compared to the same period in 2025. The decrease in each period was primarily due to lower average investment balances and interest rates.

Current wording

For the three months ended September 30, 2026, interest income decreased by $11 million, or 15%, compared to the same period in 2025. For the nine months ended September 30, 2026, interest income decreased by $43 million, or 18%, compared to the same period in 2025. The decrease in each period was primarily due to lower average investment balances and interest rates.

Previous wording

For the three and six months ended June 30, 2026, we recorded total other expense, net of $19 million and $37 million, respectively, compared to total other income, net of $8 million and $4 million for the same periods in 2025. The increase in other expense, net for the three and six months ended June 30, 2026, was largely driven by higher interest expense and lower net gains on foreign currency transactions. Interest expense is primarily related to our long-term debt issued in November 2025 and finance leases related to certain contract manufacturing service agreements. Please refer to Note 10 and Note 11 to our condensed consolidated financial statements for additional information.

Current wording

For the three and nine months ended September 30, 2026, we recorded total other expense, net of $21 million and $58 million, respectively, compared to total other income, net of an immaterial amount and $4 million for the same periods in 2025. The increase in other expense, net for the three and nine months ended September 30, 2026, was largely driven by higher interest expense. Interest expense is primarily related to our term loan issued in November 2025, our convertible notes issued in September 2026, and finance leases related to certain contract manufacturing service agreements. Please refer to Note 10 and Note 11 to our condensed consolidated financial statements for additional information.

Previous wording

Provision for income taxes increased by $8 million and $10 million, or 114% and 71%, for the three and six months ended June 30, 2026, compared to the same periods in 2025, primarily because certain of our foreign subsidiaries generated higher taxable income while we incurred a consolidated pre-tax loss. The effective tax rate continues to reflect the maintenance of our global valuation allowance, which limits our ability to recognize tax benefits from the losses. Please refer to Note 14 to our condensed consolidated financial statements for additional details.

Current wording

Provision for income taxes was $9 million and $33 million for the three and nine months ended September 30, 2026, respectively, compared to $13 million and $27 million for the same periods in 2025. The provision primarily resulted from taxable income generated by certain of our foreign subsidiaries. The effective tax rate continues to reflect the maintenance of our global valuation allowance, which limits our ability to recognize tax benefits associated with our expected full-year loss. Please refer to Note 14 to our condensed consolidated financial statements for additional details.

Previous wording

Our cash, cash equivalents and investments are invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Investments, consisting primarily of government and corporate debt securities, are stated at fair value. Cash, cash equivalents and investments as of June 30, 2026 decreased by $1.2 billion, or 15%, compared to December 31, 2025. The decrease in cash, cash equivalents and investments was primarily due to a net cash outflow from operating activities of $1.2 billion and purchases of property and equipment of $99 million during the six months ended June 30, 2026.

Current wording

Our cash, cash equivalents and investments are invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Investments, consisting primarily of government and corporate debt securities, are stated at fair value. Cash, cash equivalents and investments as of September 30, 2026 decreased by $159 million, or 2%, compared to December 31, 2025. The decrease in cash, cash equivalents and investments was primarily due to a net cash outflow from operating activities of $2.7 billion, partly offset by net proceeds of $2.6 billion from the issuance of convertible notes, after payments for the related capped call transactions, during the nine months ended September 30, 2026.

Previous wording

Working capital, defined as current assets less current liabilities, decreased by $1.3 billion, or 28%, as of June 30, 2026, compared to December 31, 2025. This was primarily driven by a decrease in cash, cash equivalents and current investments of $661 million to fund operations, an increase in accrued liabilities of $523 million, largely driven by the $950 million litigation settlement accrual partially offset by lower spend in the period, and a $196 million increase in deferred revenue primarily associated with advance payments for products, partially offset by a decrease in accounts payable of $150 million.

Current wording

Working capital, defined as current assets less current liabilities, increased by $759 million, or 17%, as of September 30, 2026, compared to December 31, 2025. This was primarily driven by an increase in accounts receivable, net of $1.2 billion, driven by product sales in the quarter, partly offset by a decrease in cash, cash equivalents and current investments of $628 million to fund operations.

Previous wording

We derive cash flows from operations primarily from cash collected from customer advance payments and accounts receivable related to our product sales, as well as other revenue and funding arrangements. Our cash flows from operating activities are significantly affected by our use of cash for operating expenses and working capital to support the business. We sell our COVID and RSV vaccines to the commercial market as well as to governments and international organizations. Certain supply agreements include upfront payments, which are initially recorded as deferred revenue. 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. In addition, we receive customer advance payments related to certain other revenue arrangements. As of June 30, 2026, we had $442 million in deferred revenue related to customer advance payments received or billable.

Current wording

We derive cash flows from operations primarily from cash collected from customer advance payments and accounts receivable related to our product sales, as well as other revenue and funding arrangements. Our cash flows from operating activities are significantly affected by our use of cash for operating expenses and working capital to support the business. We sell our vaccines to the commercial market as well as to governments and international organizations. Certain supply agreements include upfront payments, which are initially recorded as deferred revenue. In the U.S., our vaccines are sold primarily to wholesalers and distributors, and to a lesser extent, directly to retailers, healthcare providers and government entities. Wholesalers and distributors typically do not make upfront payments to us. In addition, we receive customer advance payments related to certain other revenue arrangements. As of September 30, 2026, we had $407 million in deferred revenue related to customer advance payments received or billable.

Previous wording

Net cash used in operating activities for the six months ended June 30, 2026 was $1.2 billion and consisted of net loss of $2.1 billion, non-cash adjustments of $337 million, and a net change in assets and liabilities of $632 million. Non-cash items primarily included stock-based compensation of $224 million and depreciation and amortization of $122 million. The net change in assets and liabilities was mainly due to an increase in accrued liabilities and accounts payable of $347 million, driven by the $950 million litigation settlement accrual, partially offset by lower spend during the period, an increase in deferred revenue of $195 million driven by customer advance payments, and a decrease in accounts receivable, net of $167 million due to timing of collections, partially offset by an increase in inventory of $126 million driven by increased production for the upcoming season.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2026 was $2.7 billion and consisted of net loss of $2.0 billion, non-cash adjustments of $527 million, and a net change in assets and liabilities of $1.3 billion. Non-cash items primarily included stock-based compensation of $351 million and depreciation and amortization of $190 million. The net change in assets and liabilities was mainly due to an increase in accounts receivable, net of $1.2 billion, driven by sales in the quarter and timing of collections, and an increase in inventory of $159 million driven by increased production for the 2026/2027 respiratory season, partially offset by an increase in deferred revenue of $160 million driven by customer advance payments.

Previous wording

Net cash provided by investing activities for the six months ended June 30, 2026 was $253 million, driven primarily by proceeds from maturities and sales of marketable securities of $2.3 billion, partially offset by purchases of marketable securities of $1.9 billion, and purchases of property and equipment of $99 million.

Current wording

Net cash used in investing activities for the nine months ended September 30, 2026 was $1.5 billion, driven primarily by purchases of marketable securities of $5.1 billion, and purchases of property and equipment of $146 million, partially offset by proceeds from maturities and sales of marketable securities of $3.9 billion.

Previous wording

Net investing cash flows decreased by $1.0 billion, or 80%, during the six months ended June 30, 2026, compared to the same period in 2025, primarily due to a decrease in proceeds from maturities and sales of marketable securities of $2.2 billion, partially offset by a decrease in purchases of marketable securities of $1.2 billion, and a decrease in purchases of plant, property and equipment of $21 million.

Current wording

Net investing cash flows decreased by $3.5 billion, or 173%, during the nine months ended September 30, 2026, compared to the same period in 2025, primarily due to a decrease in proceeds from maturities and sales of marketable securities of $2.5 billion and an increase in purchases of marketable securities of $928 million.

Previous wording

Net cash provided by financing activities increased by $18 million, or 138%, during the six months ended June 30, 2026, compared to the same period in 2025, mainly due to an increase in proceeds from issuance of common stock through equity plans of $25 million.

Current wording

Net cash provided by financing activities increased by $2.8 billion, during the nine months ended September 30, 2026, compared to the same period in 2025, mainly due to net proceeds of $2.6 billion from the issuance of convertible notes, after payments for the related capped call transactions, and an increase in proceeds from issuance of common stock through equity plans of $153 million.

Previous wording

Our principal sources of funding as of June 30, 2026 consisted of cash and cash equivalents, investments, and cash we may generate from operations. We reported a net loss of $2.1 billion for the six months ended June 30, 2026 and net losses of $2.8 billion and $3.6 billion for the years 2025 and 2024, respectively. Historically, from our inception to the end of 2020, we incurred significant losses from operations due to our significant research and development expenses. Following the authorization of our first commercial product in December 2020, we generated significant net income in both 2022 and 2021. We have retained earnings of $5.1 billion as of June 30, 2026.

Current wording

Our principal sources of funding as of September 30, 2026 consisted of cash and cash equivalents, investments, and cash we may generate from operations. We reported a net loss of $2.0 billion for the nine months ended September 30, 2026 and net losses of $2.8 billion and $3.6 billion for the years 2025 and 2024, respectively. Historically, from our inception to the end of 2020, we incurred significant losses from operations due to our significant research and development expenses. Following the authorization of our first commercial product in December 2020, we generated significant net income in both 2022 and 2021. We have retained earnings of $5.3 billion as of September 30, 2026.

Previous wording

We have significant future capital requirements including expected operating expenses to conduct research and development activities, operate our organization, and meet capital expenditure needs. We anticipate maintaining substantial expenses across all areas of our ongoing activities, particularly as we continue research and development of our development candidates and clinical activities for our investigational medicines. This also extends to our manufacturing costs, including our arrangements with our supply and manufacturing partners. Our ongoing work on our intismeran autogene, norovirus, and flu plus COVID combination vaccine candidates, our other oncology programs, development of any new COVID vaccines against variants of SARS-CoV-2, late-stage clinical development, investments in digital capabilities and artificial intelligence technologies, and buildout of global commercial, regulatory, sales and marketing infrastructure and manufacturing facilities will require significant cash outflows in future periods, most of which will not be reimbursed or otherwise paid for by our collaborators or alliances. We may also incur additional costs related to postmarketing commitments, though the timing and scope of such commitments remain uncertain. In addition, we have substantial facility, lease and purchase obligations, as well as the $950 million litigation settlement obligation accrued as of June 30, 2026, which was paid in July 2026. We have entered into various collaboration and licensing agreements, as well as research and development funding arrangements with third parties. These arrangements collectively encompass the funding of specific research and development activities, with the distinction that under the research and development funding arrangement, we receive funding. However, for all these arrangements, we may be obligated to make potential future milestone and royalty payments.

Current wording

We have significant future capital requirements including expected operating expenses to conduct research and development activities, operate our organization, and meet capital expenditure needs. We anticipate maintaining substantial expenses across all areas of our ongoing activities, particularly as we continue research and development of our development candidates and clinical activities for our investigational medicines. This also extends to our manufacturing costs, including our arrangements with our supply and manufacturing partners. Our ongoing work on intismeran autogene, our other oncology programs, norovirus, development of any new COVID vaccines against variants of SARS-CoV-2, late-stage clinical development, investments in digital capabilities and artificial intelligence technologies, and buildout of global commercial, regulatory, sales and marketing infrastructure and manufacturing facilities will require significant cash outflows in future periods, most of which will not be reimbursed or otherwise paid for by our collaborators or alliances. We are also incurring, and expect to continue to incur, costs related to postmarketing requirements and commitments for certain approved products, including ongoing clinical and safety studies. The scope, timing and duration of these activities remain subject to regulatory requirements and may evolve over time. In addition, we have substantial facility, lease and purchase obligations. We have entered into various collaboration and licensing agreements, as well as research and development funding arrangements with third parties. These arrangements collectively encompass the funding of specific research and development activities, with the distinction that under the research and development funding arrangement, we receive funding. However, for all these arrangements, we may be obligated to make potential future milestone and royalty payments.

Previous wording

We believe that our cash, cash equivalents, and investments as of June 30, 2026, together with cash expected to be generated from product sales and available borrowings under our credit facility, will be sufficient to enable us to fund our projected operations and capital expenditures through at least the next 12 months from the issuance of these financial statements included in this Form 10-Q. In July 2026, we paid the $950 million litigation settlement that was accrued as of June 30, 2026. We are subject to all the risks related to the development and commercialization of novel medicines, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors, which may adversely affect our business. For example, we experienced a decline in customer demand for our COVID vaccine in 2023 and 2024, and this trend continued in 2025 as the market transitions to a more competitive and commercially driven environment, with broader external factors continuing to affect market dynamics. We foresee that our commitment to investing in our business for future product launches may lead to continued negative cash flows from operations in upcoming periods. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.

Current wording

We believe that our cash, cash equivalents, and investments as of September 30, 2026, together with cash expected to be generated from product sales and available borrowings under our credit facility, will be sufficient to enable us to fund our projected operations and capital expenditures through at least the next 12 months from the issuance of these financial statements included in this Form 10-Q. We are subject to all the risks related to the development and commercialization of novel medicines, and we may encounter unforeseen expenses, difficulties, complications, delays, and other unknown factors, which may adversely affect our business. For example, we experienced a decline in customer demand for our COVID vaccine in 2023 and 2024, and this trend continued in 2025 as the market transitions to a more competitive and commercially driven environment, with broader external factors continuing to affect market dynamics. We foresee that our commitment to investing in our business for future product launches may lead to continued negative cash flows from operations in upcoming periods. Our forecast of the period of time through which our financial resources will be adequate to support our operations is a forward-looking statement and involves risks and uncertainties, and actual results could vary as a result of a number of factors. We have based this estimate on assumptions that may prove to be wrong, and we could utilize our available capital resources sooner than we currently expect.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

As of June 30, 2026, we have four approved products, our COVID vaccines, Spikevax and mNEXSPIKE, our RSV vaccine, mRESVIA, and our flu and COVID combination vaccine, mCOMBRIAX, which has received EC marketing authorization in the EU. We launched commercial sales of mNEXSPIKE in the third quarter of 2025. As of June 30, 2026, mCOMBRIAX had not been commercialized.

Previous report — wording carried elsewhere

Net cash provided by financing activities for the six months ended June 30, 2026 was $31 million, primarily related to proceeds from issuance of common stock through equity plans.