AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 18/10/2026
Moat25
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 1/4 · Approvals, licensing receipts and government manufacturing agreements have commercial value, but competitor terms, minimal RSV sales and third-party patent costs show weak protection of economic returns.
durability · 1/4 · Long-term government relationships provide some visibility, but demand declined across three years and patent dependence limits demonstrated durability. A broader approved portfolio has not yet established enduring returns.
customer dependency · 1/4 · Assessed indirectly from demand and adoption. Government deliveries and new vaccine uptake demonstrate use, but declining COVID demand and minimal RSV sales indicate fragile customer dependence; switching friction is not demonstrated.
erosion resilience · 1/4 · New approvals and improved manufacturing costs are positives, but weak demand, unused capacity, competitor terms and substantial settlement expenses show limited resilience to erosion.
Pricing power31
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 2/4 · Higher average selling prices partially offset the 2023 volume decline, demonstrating some realized pricing ability. More attractive competitor terms and absent recent price bridges prevent a strong assessment. Government-driven sales growth does not establish price increases.
retention · 1/4 · Indirect operating evidence is fragile: customer demand fell during 2023–2025, RSV sales remained minimal and second-quarter 2026 product sales declined. Government-linked first-half growth and mNEXSPIKE uptake are offsets, but do not establish repeat-customer retention.
margin resilience · 1/4 · Underlying first-quarter costs improved excluding settlement expenses, but subsequent inventory write-downs and unused capacity costs, together with settlement-related royalties, show fragile economics. These costs do not by themselves establish price cuts.
contractual freedom · 1/4 · Disclosed foreign price approval requirements and EU controls constrain pricing freedom, while competitors have offered better terms. Government contracts provide revenue visibility, but their repricing provisions are not supplied.
Predictability26
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 25.00
- Revenue growth volatility (pp)
- 26.02
- Positive FCF years (%)
- 40.00
- FCF margin volatility (pp)
- 75.57
Financial strength—
Missing required inputs: debtFcfGrade, netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- interestCoverageGrade
- 0.00
- currentRatioGrade
- 100.00
- Current ratio (x)
- 3.29
- cashInterestPaid
- 10.00
- cashInterestCoverage
- -187.30
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -0.41
- 3-year average SBC / revenue (%)
- 14.19
- cashConversionGrade
- 0.00
Management50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Reported operating expense reductions and suspended repurchases show adjustment. Earlier inventory and cancellation charges, continuing losses and share issuance temper that evidence. The first-half cash-use improvement largely reflected an unpaid settlement accrual rather than equivalent underlying savings.
incentive alignment · 2/4 · An adopted owned-share requirement and performance equity weighting support alignment, and low realizable CEO pay accompanied poor shareholder returns. Bonus funding at 170% of target despite weak shareholder performance makes the outcome mixed. Individual ownership compliance and detailed performance hurdles are not established.
execution · 2/4 · Four approved products, reported early mNEXSPIKE adoption, expense reductions and government-linked deliveries demonstrate execution. Minimal RSV sales, persistent demand weakness and unused capacity temper those achievements. Commercial execution is partly assessed from indirect operating evidence.
governance · 2/4 · Separated leadership roles, an independent compensation committee, a completed external board evaluation and actual audit-service pre-approval establish functioning oversight practices. These procedural disclosures do not demonstrate exceptional governance effectiveness or durable accountability outcomes.
Evidence
As of June 30, 2026, we had 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.
Business overview: approved products as of June 30, 2026 · Filed 31/07/2026
Under the terms of the agreement, we received an upfront payment of $50 million, which included a $20 million prepayment creditable against future royalties.
Licensing and royalty revenue: upfront payment · Filed 20/02/2026
Additionally, we are entitled to receive low double-digit royalties on the net sales of the company’s COVID product.
Licensing and royalty revenue: royalty entitlement · Filed 20/02/2026
In accordance with the terms of the agreement, the $20 million was fully recognized by the end of the first quarter of 2025.
Licensing and royalty revenue: recognition of prepaid royalties · Filed 20/02/2026
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.
Stand-ready manufacturing revenue: long-term government agreements · Filed 20/02/2026
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.
MD&A: first-half 2026 product sales growth · Filed 31/07/2026
mNEXSPIKE achieved strong early adoption, representing approximately 24 percent of all U.S.
Proxy summary: reported mNEXSPIKE early adoption · Filed 16/03/2026
retail vaccinations in 2025 and nearly one-third of vaccinations among adults aged 65 years and older (Source: IQVIA).
Proxy summary: retail vaccination adoption and attributed data source · Filed 16/03/2026
Seasonal vaccines We largely compete against Pfizer and BioNTech for sales of our COVID vaccines, whose vaccine is also based on mRNA technology.
Competition: COVID vaccines · Filed 20/02/2026
We also compete against other vaccines, including Sanofi and Novavax’s.
Competition: other COVID vaccine suppliers · Filed 20/02/2026
With respect to our RSV vaccine, we compete against Pfizer and GlaxoSmithKline, who entered the U.S.
Competition: RSV competitors · Filed 20/02/2026
market prior to us, and our RSV sales have been minimal to date.
Competition: earlier competitor entry and minimal RSV sales · Filed 20/02/2026
In some instances, our competitors have been able to offer more attractive terms than we can, and they may continue to do so in the future.
Risk factors: realized competitor advantage in commercial terms · Filed 20/02/2026
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.
MD&A: customer demand declines during 2023–2025 · Filed 31/07/2026
33 Table of Contents Operating expenses Cost of sales 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.
MD&A: second-quarter 2026 inventory write-downs and unused capacity · Filed 31/07/2026
The royalty expense recognized for the three and six months ended June 30, 2026 included $6 million and $884 million, respectively, related to the litigation settlement with Arbutus and Genevant.
Commitments and contingencies: settlement-related royalty expense · Filed 31/07/2026
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.
Intellectual property: non-exclusive NIAID patent license · Filed 20/02/2026
Net product sales decreased by $11.8 billion, or 64%, in 2023, mainly due to lower sales volume across all regions in 2023, reflecting the market's transition to a seasonal commercial market for COVID-19 vaccine.
MD&A: 2023 product sales decline and volume explanation · Filed 23/02/2024
The decline was partially offset by a higher average selling price, particularly in the United States, where commercial market sales commenced in the third quarter of 2023.
MD&A: higher realized average selling price in 2023 · Filed 23/02/2024
In addition, in certain foreign jurisdictions, proposed pricing for a drug must be approved before the product may be marketed.
Pricing and reimbursement: foreign pricing approval requirements · Filed 20/02/2026
In the EU, Member States may limit the medicinal products eligible for reimbursement under national health insurance systems and may impose direct or indirect controls on pricing or profitability.
Pricing and reimbursement: EU pricing and reimbursement controls · Filed 20/02/2026
These efforts allowed us to reduce our annual operating expenses by approximately $2.2 billion, significantly exceeding the financial cost reduction commitments we set at the start of the year.
Proxy summary: reported 2025 operating expense reduction · Filed 16/03/2026
As a result of this initiative, we incurred inventory write-downs of $903 million related to raw materials, and CMO wind down costs and cancellation fees of $513 million.
MD&A: realized inventory and manufacturing wind-down charges · Filed 23/02/2024
8 Table of Contents Common Stock Additional Paid-In Capital Accumulated Other Comprehensive Income Retained Earnings Total Stockholders’ Equity Shares Amount Balance at December 31, 2025 394 $ — $ 1,382 $ 45 $ 7,223 $ 8,650 Vesting of restricted common stock 3 — — — — — Exercise of options to purchase common stock 2 — 32 — — 32 Tax payments related to net share settlements on equity awards — — (4) — — (4) Issuance of common stock under employee stock purchase plan — — 10 — — 10 Stock-based compensation — — 224 — — 224 Other comprehensive loss, net of tax — — — (26) — (26) Net loss — — — — (2,125) (2,125) Balance at June 30, 2026 399 $ — $ 1,644 $ 19 $ 5,098 $ 6,761 Common Stock Additional Paid-In Capital Accumulated Other Comprehensive (Loss) Income Retained Earnings Total Stockholders’ Equity Shares Amount Balance at December 31, 2024 386 $ — $ 866 $ (10) $ 10,045 $ 10,901 Vesting of restricted common stock 3 — — — — — Exercise of options to purchase common stock — — 5 — — 5 Tax payments related to net share settlements on equity awards — — (1) — — (1) Issuance of common stock under employee stock purchase plan — — 12 — — 12 Stock-based compensation — — 245 — — 245 Other comprehensive income, net of tax — — — 33 — 33 Net loss — — — — (1,796) (1,796) Balance at June 30, 2025 389 $ — $ 1,127 $ 23 $ 8,249 $ 9,399 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
Stockholders' equity: first-half 2026 loss and share issuance · Filed 31/07/2026
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.
Cash flows: operating cash use improvement and settlement accrual · Filed 31/07/2026
There were no shares repurchased during the three and six months ended June 30, 2026 or 2025.
Share repurchase programs: no first-half repurchases · Filed 31/07/2026
As amended, the Stock Ownership Policy requires that by the fifth anniversary of the original effectiveness date of the policy (i.e., December 31, 2024), or December 31st following the fifth anniversary of an individual becoming subject to the policy (whichever is later), that individual is required to hold a number of shares of Moderna stock equivalent in value to a multiple of the individual’s salary or, in the case of directors, their annual cash retainer, as follows: •CEO: 7 times annual salary •President: 6 times annual salary •Other Executive Committee members: 3 times annual salary •Non-employee Directors: 6 times annual cash retainer In February 2021, the Stock Ownership Policy was revised by the Compensation Committee to provide that only owned shares would count toward satisfaction of the ownership requirement, eliminating credit previously granted for the value of vested but unexercised stock options.
Executive compensation: adopted stock ownership policy · Filed 16/03/2026
•Maintained the weighting of performance-based restricted stock units (PSUs), with the CEO PSU mix at 50% and other executives at 33%, tying executive compensation to the long-term achievement of our financial and pipeline expansion objectives, reinforcing our commitment to creating shareholder value.
Executive compensation: maintained performance equity weighting · Filed 16/03/2026
•2025 corporate performance resulted in a funding outcome at 170% of target, reflecting exceptional performance against the Company’s corporate objectives.
Executive compensation: 2025 bonus funding outcome · Filed 16/03/2026
We looked at pay and performance alignment over two periods as follows: •3-Year Analysis (2023-2025): The Company’s total shareholder return (TSR) performance over the three-year period ending December 31, 2025 was the lowest among peer companies and the total realizable pay for our CEO over the same period was at the 20th percentile.
Executive compensation: three-year realizable pay and shareholder return comparison · Filed 16/03/2026
Board Leadership Structure The role of Chairman of the Board is separated from the role of Chief Executive Officer.
Governance: separation of chairman and CEO roles · Filed 16/03/2026
48 Moderna 2026 Proxy statement Executive Compensation Governance of Executive Compensation Program Role of the Compensation Committee and the Board The Compensation Committee, which is comprised entirely of independent directors, is responsible for discharging our Board of Directors’ responsibilities relating to compensation of our directors and executives, overseeing our overall compensation structure, policies and programs, and reviewing our processes and procedures for the consideration and determination of director and executive compensation.
Governance: independent compensation committee · Filed 16/03/2026
In 2025, the Board’s self-evaluation utilized an independent third party who conducted a survey and individual interviews with each director regarding the Board’s operations before reporting back to full Board of Directors.
Governance: completed externally facilitated 2025 board evaluation · Filed 16/03/2026
Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm During 2025 and 2024, all audit and non-audit services by our independent registered public accounting firm were pre-approved by our Audit Committee.
Audit governance: actual pre-approval of audit and non-audit services · Filed 16/03/2026
Excluding these expenses, cost of sales and cost of sales as a percentage of net product sales and stand-ready manufacturing revenue decreased by 14% and 72 percentage points, respectively, compared to the same period in 2025, primarily due to lower unutilized manufacturing capacity costs, losses on firm purchase commitments and inventory write-downs, partially offset by higher sales volume.
MD&A: first-quarter 2026 cost improvement excluding settlement expenses · Filed 01/05/2026
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.
MD&A: second-quarter 2026 product sales decline · Filed 31/07/2026
We believe the manufacturing requirements of different mRNA medicines are similar and that at commercial scale, a portfolio of mRNA medicines will benefit from shared capital expenditures.
Business strategy: management expectation of shared manufacturing capital benefits · Filed 20/02/2026
