Form 8-K
8-K — Moderna, Inc.
Accession: 0001682852-26-000134
Filed: 2026-07-08
Period: 2026-07-06
CIK: 0001682852
SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — mrna-20260706.htm (Primary)
EX-99.1 (exhibit991-07082026.htm)
XML — IDEA: XBRL DOCUMENT (R1.htm)
8-K
8-K (Primary)
Filename: mrna-20260706.htm · Sequence: 1
mrna-20260706
0001682852false00016828522026-07-062026-07-06
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 6, 2026
MODERNA, INC.
(Exact name of registrant as specified in its charter)
Delaware 001-38753 81-3467528
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
325 Binney Street
Cambridge, MA
02142
(Address of principal executive offices) (Zip code)
Registrant’s telephone number, including area code: (617) 714-6500
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading symbol(s) Name of each exchange on which registered
Common stock, par value $0.0001 per share MRNA The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) On July 6, 2026, the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), appointed Michael McDonnell to the Board, effective July 8, 2026. Mr. McDonnell has more than 35 years of financial leadership and public company experience, most recently serving as Chief Financial Officer of Biogen Inc. from August 2020 through February 2025. He previously served as Chief Financial Officer of IQVIA Holdings Inc., Intelsat S.A., MCG Capital Corporation, and EchoStar Communications.
Mr. McDonnell was appointed to serve as a Class II director of the Company, to hold office until the 2029 annual meeting of shareholders or until his earlier death, resignation or removal. Mr. McDonnell was also appointed to serve on the Audit Committee of the Board (the “Audit Committee”). Simultaneously with Mr. McDonnell’s appointment to serve on the Audit Committee, David Rubenstein ceased to serve as a member of the Audit Committee and was appointed to serve on the Nominating and Corporate Governance Committee.
Pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Policy”), Mr. McDonnell will be eligible to receive the non-employee director compensation as described beginning on page 30 of the Company’s proxy statement for the 2026 Annual Meeting filed with the U.S. Securities and Exchange Commission on March 16, 2026 (the “Proxy Statement”). Mr. McDonnell will receive an Initial Grant and a pro-rata portion of an Annual Grant, each as defined in the Proxy Statement.
Mr. McDonnell has entered into the Company’s standard form of indemnification agreement, which is filed as Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on November 9, 2018. There are no arrangements or understandings between Mr. McDonnell and any other person pursuant to which Mr. McDonnell was appointed as a member of the Board. There are no family relationships between Mr. McDonnell, on the one hand, and any director, executive officer or any other person nominated or chosen by the Company to become a director or executive officer, on the other. There are no transactions or relationships between the Company and Mr. McDonnell that are reportable pursuant to Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
On July 8, 2026, the Company issued a press release announcing the appointment of Mr. McDonnell to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Report on Form 8-K.
The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
99.1
Press release issued by Moderna, Inc. dated July 8, 2026
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 8, 2026
MODERNA, INC.
By: /s/ Shannon Thyme Klinger
Shannon Thyme Klinger
Chief Legal Officer
EX-99.1
EX-99.1
Filename: exhibit991-07082026.htm · Sequence: 2
Document
Exhibit 99.1
Moderna Appoints Michael McDonnell to Board of Directors
Former Biogen Chief Financial Officer brings more than 35 years of financial leadership and public company experience
CAMBRIDGE, Mass., July 8, 2026 – Moderna, Inc. (NASDAQ: MRNA) today announced the appointment of Michael McDonnell to its Board of Directors, effective July 8, 2026. Mr. McDonnell will also serve on the Board's Audit Committee.
"Mike brings exceptional financial leadership and strategic perspective developed over more than three decades advising and leading global life sciences and technology companies," said Noubar Afeyan, Ph.D., Co-Founder and Chairman of Moderna. "His experience guiding organizations through periods of growth and transformation, overseeing significant capital allocation decisions, and building high-performing finance organizations will be invaluable as Moderna continues to advance its pipeline and execute on its long-term strategy. We are pleased to welcome Mike to our Board."
"I am honored to join Moderna's Board at such an important time in the company's evolution," said Mr. McDonnell. "Moderna has established itself as a leader in mRNA science and innovation, with a broad pipeline and a compelling long-term vision. I look forward to working with the Board and management team to help create lasting value for patients and shareholders."
"We are delighted to welcome Mike to Moderna's Board," said Stéphane Bancel, Chief Executive Officer of Moderna. "His extensive experience as CFO of leading public companies, deep understanding of the biotechnology industry, and proven ability to lead complex strategic and operational initiatives will be an important asset as we prepare for multiple potential product launches and build Moderna for the long term."
Mr. McDonnell is a financial executive with substantial experience providing financial and accounting leadership to life sciences and technology companies, including more than 24 years serving as chief financial officer of public companies.
Most recently, Mr. McDonnell served as Executive Vice President and Chief Financial Officer of Biogen Inc. from August 2020 through February 2025, where he oversaw investor relations, financial planning and analysis, treasury, accounting, tax, internal audit, procurement, information technology, and business unit finance. Since March 2025, he has served as an advisor to Goldman Sachs Asset Management.
Prior to Biogen, Mr. McDonnell served as Executive Vice President and Chief Financial Officer of IQVIA Holdings Inc. following the merger of Quintiles and IMS Health. Earlier in his career, he served as Executive Vice President and Chief Financial Officer of Intelsat S.A., Executive Vice President and Chief Financial Officer of MCG Capital Corporation, and Chief Financial Officer of EchoStar Communications Corporation. He began his career at PricewaterhouseCoopers LLP, where he spent 14 years, including four years as a partner.
Mr. McDonnell currently serves on the Board of Directors of Merit Medical Systems, Inc., where he chairs the Audit Committee, and on the Board of Directors of Baxter International Inc. He previously served on the Board of Directors of Catalyst Health Solutions until its acquisition.
About Moderna
Moderna is a pioneer and leader in the field of mRNA medicine. Through the advancement of its technology platform, Moderna is reimagining how medicines are made to transform how we treat and prevent diseases. Since its founding, Moderna's mRNA platform has enabled the development of vaccines and therapeutics across infectious diseases, cancer, rare diseases and more.
With a global team and a unique culture, driven by the company's values and mindsets, Moderna's mission is to deliver the greatest possible impact to people through mRNA medicines. For more information about Moderna, please visit modernatx.com and connect with us on X, Facebook, Instagram, YouTube and LinkedIn.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding: Moderna’s ability to advance its pipeline and execute on its long-term strategy; and expectations for multiple potential product launches. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond Moderna's control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include, among others, those risks and uncertainties described under the heading "Risk Factors" in Moderna's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (SEC), and in subsequent filings made by Moderna with the SEC, which are available on the SEC's website at www.sec.gov. Except as required by law, Moderna disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on Moderna's current expectations and speak only as of the date of this press release.
Moderna Contacts
Media:
Chris Ridley
Vice President, Global Head of Communications
+1 617-800-3651
Chris.Ridley@modernatx.com
Investors:
Lavina Talukdar
Senior Vice President & Head of Investor Relations
+1 617-209-5834
Lavina.Talukdar@modernatx.com
SOURCE: Moderna, Inc.
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