Form 8-K

8-K — Moderna, Inc.

Accession: 0001193125-26-408289

Filed: 2026-09-30

Period: 2026-09-30

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 — d18337d8k.htm (Primary)

EX-99.1 (d18337dex991.htm)

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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): September 30, 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

(b) and (c) On September 30, 2026, Moderna, Inc. (“Moderna” or the “Company”) announced the appointment of Juan Andres as its Chief Operating Officer (“COO”) effective October 5, 2026. In this newly created role, Mr. Andres will support the increasing scale and diversification of the Company and will report to Chief Executive Officer Stephane Bancel and serve on the Company’s Executive Committee.

Mr. Andres, 62, previously spent nearly six years at Moderna, including serving as its Chief Technical Operations and Quality Officer from 2018 through 2022 and as its President, Strategic Partnerships and Enterprise Expansion before retiring from Moderna in 2023. During his tenure, he led the build-out and unprecedented scale-up of Moderna’s manufacturing capabilities, including the rapid expansion of the Company’s global manufacturing network to support the production and supply of Moderna’s COVID-19 vaccine.

In connection with his employment with the Company as COO, and pursuant to the terms of his offer letter, dated September 3, 2026 (the “Offer Letter”), Mr. Andres will receive an initial annual base salary of $800,000. Mr. Andres will also be eligible for an annual cash bonus (commencing with a pro-rated bonus for 2026) with an annual incentive target of 90% of his annual base salary, based upon achievement of certain individual performance goals and/or company performance goals established by the Company. Achievement of the goals will be determined in the sole discretion of the Compensation and Talent Committee of the Board of Directors (the “Compensation Committee”). Mr. Andres will also be eligible to receive a new hire equity award equivalent to a total value of $5,000,000 (the “Equity Grant”), to be granted in accordance with the Company’s Equity Award Grant Policy, which is described on page 61 of the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders (the “Proxy Statement”). The Equity Grant is subject to a four-year vesting period. Mr. Andres may elect to receive the Equity Grant as a mix of non-qualified stock options and/or restricted stock units (“RSUs”) provided that not more than 75% of the value shall be delivered in the form of RSUs. In addition, subject to the Compensation Committee’s approval, Mr. Andres will be eligible to participate in the Company’s annual equity award program in future years. The target value for this annual equity award will be $4,000,000 to $5,000,000, subject to adjustment by the Compensation Committee.

Mr. Andres will be eligible for all compensation and benefit plans available to the Company’s executive officers, as described in the Proxy Statement. Mr. Andres will participate in the Company’s Amended and Restated Executive Severance Plan and has entered into an indemnification agreement with the Company, consistent with the form of the existing indemnification agreement entered into between the Company and its executive officers. Mr. Andres has also entered into an employee confidentiality, assignment, nonsolicitation and noncompetition agreement.

The above summary is qualified in its entirety by reference to the Offer Letter, a copy of which will be filed with the Company’s future periodic filings.

The Company further announced that Jerh Collins, Ph.D., Chief Technical Operations and Quality Officer will retire from the Company.

Item 7.01

Regulation FD Disclosure.

On September 30, 2026, the Company issued a press release announcing the appointment of Mr. Andres as COO. A copy of this 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 by Moderna, Inc. dated September 30, 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.

MODERNA, INC.

Date: September 30, 2026

By:

/s/ Shannon Thyme Klinger

Shannon Thyme Klinger

Chief Legal Officer

EX-99.1

Filename: d18337dex991.htm · Sequence: 2

EX-99.1

Exhibit 99.1

Moderna Adds Chief Operating Officer Role as Company Expands into Oncology

Juan Andres to Return to Moderna as Chief Operating Officer

Jerh Collins to Retire Following Four Years of Leadership at Moderna

CAMBRIDGE, MA / ACCESS Newswire / September 30, 2026 / Moderna, Inc. (NASDAQ:MRNA) today announced the addition of a Chief Operating

Officer role to support the increasing scale and diversification of the Company.

The new role comes as Moderna prepares for the potential launch and scale-up of intismeran autogene following positive Phase 3 results and continues to advance a broader oncology portfolio. The Company has also expanded the infectious disease franchise, which now includes five

approved vaccines following the recent U.S. FDA approval of Moderna’s seasonal flu vaccine and the European Commission marketing authorization of the Company’s seasonal flu plus COVID combination vaccine.

Juan Andres will return to Moderna as Chief Operating Officer, effective October 5, 2026. Mr. Andres will report to Chief Executive Officer

Stéphane Bancel and serve on the Company’s Executive Committee. As Chief Operating Officer, Mr. Andres will work across the Company to help drive focus, prioritization and execution while leading the manufacturing organization.

Moderna also announced that Jerh Collins, Ph.D., Chief Technical Operations and Quality Officer, has decided to retire from the Company.

“I am very pleased to welcome Juan back to Moderna as our Chief Operating Officer,” said Stéphane Bancel, Chief Executive Officer of

Moderna. “As we enter the next chapter of Moderna, Juan’s experience leading complex global operations will be invaluable. He knows Moderna deeply and was an extraordinary partner to me as we built and scaled the Company. I look forward

to working with him again as we execute on our strategy.”

Mr. Andres previously spent nearly six years at Moderna, joining the Company in 2017

and serving as Chief Technical Operations and Quality Officer from 2018 through 2022. He later served as President, Strategic Partnerships and Enterprise Expansion before retiring from Moderna in 2023. During his tenure, he led the build-out and unprecedented scale-up of Moderna’s manufacturing capabilities, including the rapid expansion of the Company’s global manufacturing network to

support the production and supply of Moderna’s COVID-19 vaccine.

“I am excited to return to Moderna

at such an important moment for the Company,” said Mr. Andres. “Moderna has always been a special place to me, and the opportunity ahead is tremendous. I look forward to working with Stéphane and colleagues across the Company

to execute on our priorities and deliver more mRNA medicines to patients around the world.”

“I am also deeply grateful to Jerh for his

leadership, partnership and commitment to Moderna over the past four years,” said Mr. Bancel. “He has made significant contributions to our Company and built a very strong team that will carry forward the important work of

manufacturing and technical operations. I wish Jerh and his family all the best in his retirement.”

“It has been a privilege to be part of Moderna and to lead our Technical Operations and Quality

organization,” said Dr. Collins. “I am incredibly proud of what our teams have accomplished together for patients, and grateful to the many colleagues I have had the opportunity to work alongside. As I look ahead to retirement, I

have great confidence in the team and in Moderna’s future.”

Dr. Collins joined Moderna in October 2022 and became Chief Technical

Operations and Quality Officer in January 2023. During his tenure, he helped transition Moderna’s manufacturing footprint for an endemic vaccine market, advanced the Company’s manufacturing capabilities in the UK, Canada and Australia,

and established the manufacturing model to support intismeran autogene. Prior to Moderna, he spent nearly 30 years at Novartis in roles of increasing responsibility across pharmaceutical production and manufacturing.

Intismeran autogene is jointly developed by Moderna and Merck, known as MSD outside of the United States and Canada.

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

regarding the Company’s appointment of Mr. Andres as Chief Operating Officer, the potential launch and scale-up of intismeran autogene, the advancement of Moderna’s business and oncology

portfolio, and the Company’s strategy, priorities and plans to deliver mRNA medicines. 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 those other 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 hereof.

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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