MRNA

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 req

candidates, 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 req

facilities incorporate a significant level of automation of equipment with integration of several digital systems, including those that may utilize artificial intelligence (AI), to improve efficiency of operations

We plan to leverage our global production network, artificial intelligence (AI) and digital tools to improve cost efficiency

candidates, 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 req

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 req

We plan to leverage our global production network, artificial intelligence (AI) and digital tools to improve cost efficiency

facilities incorporate a significant level of automation of equipment with integration of several digital systems, including those that may utilize artificial intelligence (AI), to improve efficiency of operations

networks. 43 In addition, certain U.S. private vaccine market practices, including regarding discounts, rebates and returns, may cause us to realize significantly lower revenues than list prices. We may also be adversely affected by similar market practices outside of the United States. 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. More generally, the pharmaceutical market is highly competitive and certain of the dise

675 605 Total assets $ 11,488 $ 12,338 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 161 $ 317 Accrued liabilities 1,912 1,386 Deferred revenue 102 99 Other current liabilities 220 185 Total current liabilities 2,395 1,987 Deferred revenue, non-current 154 153 Operating lease liabilities, non-current 645 653 Financing lease liabilities, non-current 13 20 Long-term debt 590 590 Other non-current liabilities 283 285 Total liabilities 4,080 3,688 Commitments and contingencies ( No

2027, and an additional $500 million delayed draw term loan facility available through November 2028, subject to the achievement of specified regulatory milestones. Total Revenue and Loss Per Share For the year ended December 31, 2025, we recognized total revenue of $1.9 billion compared to $3.2 billion and $6.8 billion for the years ended December 31, 2024 and 2023, respectively. Loss per share was $(7.26) for the year ended December 31, 2025, compared to loss per share of $(9.28) and $(12.33) for the years end

virus (RSV)). mNEXSPIKE, which we launched commercially in the third quarter of 2025, is now our leading product in the U.S. retail channel. In 2025, we achieved total revenue of $1.9 billion, largely from sales of our COVID vaccines. Beyond our commercial products, we continue to demonstrate the potential of our platform technology and are advancing a pipeline of development candidates across oncology, rare disease and infectious disease. In January 2026, we and Merck announced five-year data from the Phase

virus (RSV)). mNEXSPIKE, which we launched commercially in the third quarter of 2025, is now our leading product in the U.S. retail channel. In 2025, we achieved total revenue of $1.9 billion, largely from sales of our COVID vaccines. Beyond our commercial products, we continue to demonstrate the potential of our platform technology and are advancing a pipeline of development candidates across oncology, rare disease and infectious disease. In January 2026, we and Merck announced five-year data from the Phase

675 605 Total assets $ 11,488 $ 12,338 Liabilities and Stockholders’ Equity Current liabilities: Accounts payable $ 161 $ 317 Accrued liabilities 1,912 1,386 Deferred revenue 102 99 Other current liabilities 220 185 Total current liabilities 2,395 1,987 Deferred revenue, non-current 154 153 Operating lease liabilities, non-current 645 653 Financing lease liabilities, non-current 13 20 Long-term debt 590 590 Other non-current liabilities 283 285 Total liabilities 4,080 3,688 Commitments and contingencies ( No

networks. 43 In addition, certain U.S. private vaccine market practices, including regarding discounts, rebates and returns, may cause us to realize significantly lower revenues than list prices. We may also be adversely affected by similar market practices outside of the United States. 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. More generally, the pharmaceutical market is highly competitive and certain of the dise

2027, and an additional $500 million delayed draw term loan facility available through November 2028, subject to the achievement of specified regulatory milestones. Total Revenue and Loss Per Share For the year ended December 31, 2025, we recognized total revenue of $1.9 billion compared to $3.2 billion and $6.8 billion for the years ended December 31, 2024 and 2023, respectively. Loss per share was $(7.26) for the year ended December 31, 2025, compared to loss per share of $(9.28) and $(12.33) for the years end

The facilities will enable local supply of our mRNA vaccines and provide rapid response capabilities in the event of future public health emergencies

In addition, the collaboration is expected to support local clinical research and development activities aligned with Mexico’s public health priori

vaccine franchise, our ability to invest in our pipeline, including our oncology and rare disease programs, may suffer. Furthermore, our broad clinical success and post-pandemic commercial challenges have necessitated a more selective and paced approach to our research and development investment. If we do not successfully implement our cost efficiency and prioritization programs, we may fail to meet our cash breakeven goal. Additionally, as we pursue development of our prioritized programs, we may forego or de

below. COVID vaccines (Spikevax/mRNA-1273, mNEXSPIKE/mRNA-1283) COVID-19 is caused by the SARS-CoV-2 virus that was first identified in humans in 2019, driving a global pandemic resulting in millions of deaths. The risk of mortality increases with age, and the risk of severe disease and mortality is higher among individuals with certain pre-existing conditions, including cardiovascular disease, diabetes, chronic lung disease and obesity. As the SARS-CoV-2 virus continues to evolve, our COVID vaccines continue

In addition, the collaboration is expected to support local clinical research and development activities aligned with Mexico’s public health priori

below. COVID vaccines (Spikevax/mRNA-1273, mNEXSPIKE/mRNA-1283) COVID-19 is caused by the SARS-CoV-2 virus that was first identified in humans in 2019, driving a global pandemic resulting in millions of deaths. The risk of mortality increases with age, and the risk of severe disease and mortality is higher among individuals with certain pre-existing conditions, including cardiovascular disease, diabetes, chronic lung disease and obesity. As the SARS-CoV-2 virus continues to evolve, our COVID vaccines continue

vaccine franchise, our ability to invest in our pipeline, including our oncology and rare disease programs, may suffer. Furthermore, our broad clinical success and post-pandemic commercial challenges have necessitated a more selective and paced approach to our research and development investment. If we do not successfully implement our cost efficiency and prioritization programs, we may fail to meet our cash breakeven goal. Additionally, as we pursue development of our prioritized programs, we may forego or de

The facilities will enable local supply of our mRNA vaccines and provide rapid response capabilities in the event of future public health emergencies

368 million, and losses on firm purchase commitments and cancellation fees of $60 million. These charges in both 2025 and 2024, other than royalties, were largely driven by customer demand forecast adjustments related to the seasonal nature of the COVID vaccine market, termination of third-party contract manufacturing service agreements, and commitments for 91 manufacturing capacity and raw material purchase agreements. Forecasting demand for COVID vaccines requires advance production planning ahead of each season

therapies; • the strength of marketing and distribution support and timing of market introduction of competitive products; • whether our product presentation meets customer demand ; • publicity and health authority communications concerning our products or competing products and treatments; and 44 • product cost and sufficient third-party insurance coverage or reimbursement, and patients’ willingness to pay out-of-pocket in the absence of third-party coverage or adequate reimbursement. Even if a pro

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 cont

368 million, and losses on firm purchase commitments and cancellation fees of $60 million. These charges in both 2025 and 2024, other than royalties, were largely driven by customer demand forecast adjustments related to the seasonal nature of the COVID vaccine market, termination of third-party contract manufacturing service agreements, and commitments for 91 manufacturing capacity and raw material purchase agreements. Forecasting demand for COVID vaccines requires advance production planning ahead of each season

therapies; • the strength of marketing and distribution support and timing of market introduction of competitive products; • whether our product presentation meets customer demand ; • publicity and health authority communications concerning our products or competing products and treatments; and 44 • product cost and sufficient third-party insurance coverage or reimbursement, and patients’ willingness to pay out-of-pocket in the absence of third-party coverage or adequate reimbursement. Even if a pro

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 cont

infrastructure, resources and experience to gain advantages in contracting with customers by, among other things, bundling their products, leveraging larger supply chains and greater purchasing power and utilizing their global networks

These improvements may allow us better control over our supply chain, resulting in larger production yields and longer shelf life of our products

This also extends to our manufacturing costs, including our arrangements with our manufacturers and suppliers

This also extends to our manufacturing costs, including our arrangements with our manufacturers and suppliers

infrastructure, resources and experience to gain advantages in contracting with customers by, among other things, bundling their products, leveraging larger supply chains and greater purchasing power and utilizing their global networks

These improvements may allow us better control over our supply chain, resulting in larger production yields and longer shelf life of our products

global manufacturing network . To supplement our internal manufacturing infrastructure, we may rely on third parties for product manufacturing, packaging, testing, warehousing, distribution and other logistical services, and the manufacture and testing of raw materials, components, parts and consumables, and we may need to engage additional third parties in the future to meet capacity needs. If we cannot enter into or maintain such arrangements on favorable terms, or at all, our ability to develop, manufactur

global manufacturing network . To supplement our internal manufacturing infrastructure, we may rely on third parties for product manufacturing, packaging, testing, warehousing, distribution and other logistical services, and the manufacture and testing of raw materials, components, parts and consumables, and we may need to engage additional third parties in the future to meet capacity needs. If we cannot enter into or maintain such arrangements on favorable terms, or at all, our ability to develop, manufactur

may negatively affect our business, results of operations and financial condition. We are exposed to physical risks (such as rising temperatures, flooding and severe storms), risks in transitioning to a low-carbon economy (such as additional legal or regulatory requirements, changes in customer behavior and cost and availability of raw materials) and social and human effects (such as population dislocations and harm to health and well-being) associated with climate change. These risks can be either acute (s

may negatively affect our business, results of operations and financial condition. We are exposed to physical risks (such as rising temperatures, flooding and severe storms), risks in transitioning to a low-carbon economy (such as additional legal or regulatory requirements, changes in customer behavior and cost and availability of raw materials) and social and human effects (such as population dislocations and harm to health and well-being) associated with climate change. These risks can be either acute (s

other expense, net for the periods presented (in millions): Three Months Ended March 31, Change 2026 vs. 2025 2026 2025 $ % Loss on investments $ (1) $ (7) $ 6 (86)% Interest expense (17) (1) (16) 1,600% Other income, net — 4 (4) (100)% Total other expense, net $ (18) $ (4) $ (14) 350% For the three months ended March 31, 2026, total other expense, net increased by $14 million, or 350%, compared to the same period in 2025. The increase was largely driven by higher interest expense. Interest expense is pri

from our investments in cash and cash equivalents, money market funds, and high-quality fixed income securities. Other expense, net Other expense, net consists of interest expense, gains or losses related to the sale of investments in marketable securities, changes in fair value of investments in equity securities, foreign currency transactions, remeasurements and hedges, and other income and expense unrelated to our core operations. Interest expense is primarily derived from our finance leases related t

Borrowings under the Credit Agreement bear interest at a variable rate

and investments, which includes a $600 million draw down from our term loan facility, which is subject to general credit, liquidity, market, inflation and interest rate risks

equivalents and investments, which includes a $600 million draw down from our term loan facility, which is subject to general credit, liquidity, market, inflation and interest rate risks

The interest rate applicable to the initial term loan was approximately 9

Beginning in 2026, the Medicare Drug Price Negotiation Program established under the Inflation Reduction Act of 2022 requires CMS to implement negotiated prices for certain high-expenditure Medicare Part D drugs

Borrowings under the Credit Agreement bear interest at a variable rate

and investments, which includes a $600 million draw down from our term loan facility, which is subject to general credit, liquidity, market, inflation and interest rate risks

The interest rate applicable to the initial term loan was approximately 9

Beginning in 2026, the Medicare Drug Price Negotiation Program established under the Inflation Reduction Act of 2022 requires CMS to implement negotiated prices for certain high-expenditure Medicare Part D drugs

available through November 2027, and an additional $500 million delayed draw term loan facility available through November 2028, subject to the achievement of specified regulatory milestones. Total Revenue and Loss Per Share For the year ended December 31, 2025, we recognized total revenue of $1.9 billion compared to $3.2 billion and $6.8 billion for the years ended December 31, 2024 and 2023, respectively. Loss per share was $(7.26) for the year ended December 31, 2025, compared to loss per share of $(9.28) a

See “Business—Government Regulation—Coverage and reimbursement

accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K)

In accordance with applicable regulations, we have established, documented and implemented a QMS to assure continued compliance with the requirements therein

934, as amended) adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter covered by this report

available through November 2027, and an additional $500 million delayed draw term loan facility available through November 2028, subject to the achievement of specified regulatory milestones. Total Revenue and Loss Per Share For the year ended December 31, 2025, we recognized total revenue of $1.9 billion compared to $3.2 billion and $6.8 billion for the years ended December 31, 2024 and 2023, respectively. Loss per share was $(7.26) for the year ended December 31, 2025, compared to loss per share of $(9.28) a

In accordance with applicable regulations, we have established, documented and implemented a QMS to assure continued compliance with the requirements therein

See “Business—Government Regulation—Coverage and reimbursement

accepted accounting principles (GAAP) and applicable rules and regulations of the Securities and Exchange Commission (SEC) for interim financial reporting, consistent in all material respects with those applied in our Annual Report on Form 10-K for the year ended December 31, 2025 (2025 Form 10-K)

934, as amended) adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K, during the fiscal quarter covered by this report

of interest expense, gains or losses related to the sale of investments in marketable securities, changes in fair value of investments in equity securities, foreign currency transactions, remeasurements and hedges, and other income and expense unrelated to our core operations

• significant adverse changes in foreign currency exchange rates

loss — ( 1 ) Net (decrease) increase from available-for-sale securities ( 17 ) 15 Pension and postretirement obligation adjustments — 2 (Losses) gains on foreign currency translation ( 3 ) 3 Total other comprehensive (loss) income ( 20 ) 20 Comprehensive loss $ ( 1,363 ) $ ( 951 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

of interest expense, gains or losses related to the sale of investments in marketable securities, changes in fair value of investments in equity securities, foreign currency transactions, remeasurements and hedges, and other income and expense unrelated to our core operations

• significant adverse changes in foreign currency exchange rates

loss — ( 1 ) Net (decrease) increase from available-for-sale securities ( 17 ) 15 Pension and postretirement obligation adjustments — 2 (Losses) gains on foreign currency translation ( 3 ) 3 Total other comprehensive (loss) income ( 20 ) 20 Comprehensive loss $ ( 1,363 ) $ ( 951 ) The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Failure to comply with these requirements at any stage of development, approval, or post-approval may result in administrative or judicial sanctions, including the FDA’s refusal to approve pending applications, license revocation, clinical holds, untitled or warning letters, product recalls, market withdrawals, product seizures, suspension of production or distribution, injunctions, fines, refu

sanctions

is also approved in Europe, Canada and Australia and we have filed and are targeting 2026 approvals in Japan and Taiwan

transactions involving certain sensitive personal data categories, including health data, genetic data, and biospecimens, to countries of concern, including China

is also approved in Europe, Canada and Australia and we have filed and are targeting 2026 approvals in Japan and Taiwan

European patent applications, two granted patent and five pending patent applications in Japan, three pending patent applications and one granted patent in China, and several pending patent applications in New Zealand, South Africa, Asian and South American countries, as well as two PCT applications

payors to reimburse all or part of the costs associated with their treatment. Coverage and adequate reimbursement from governmental healthcare programs, such as Medicare and Medicaid, and commercial payors is critical to new product acceptance. Government authorities and other third-party payors, such as private health insurers and health maintenance organizations, decide which drugs and treatments they will cover and the amount of reimbursement. In the United States, there is no uniform policy for cov

arrangement under the Merck Participation Term is within the scope of ASC 808. For the three months ended March 31, 2026 and 2025, we recognized expenses, net of Merck's reimbursements, of $ 101 million and $ 104 million, respectively, related to the INT collaboration under the Merck Participation Term. Additionally, for the three months ended March 31, 2026 and 2025, the net cost recovery for capital expenditures was $ 1 million and $ 12 million, respectively. These amounts were applied to reduce the capitaliz

expansion through additional rulemaking or sub‑regulatory guidance, creating uncertainty for our overall pricing strategy. It remains to be seen whether and how these drug pricing initiatives will apply to our products, how they will affect the broader pharmaceutical industry, and whether similar reform measures may be adopted in the future. The market opportunities for our products and product candidates may be smaller than we believe, or we may be unable to successfully identify clinical trial participants

breadth of biology addressable using mRNA technology, and spans three franchises: infectious disease vaccines, oncology therapeutics, and rare disease therapeutics. Our selection process for advancing new product candidates reflects both program-specific and portfolio-wide considerations. Program-specific criteria include, among other relevant factors, the severity of the unmet medical need, the biology risk of our chosen target or disease, the feasibility of clinical development, the costs of development and t

tumor or patient’s immune status. These risks apply to intismeran and other neoepitope investigational medicine programs. In addition, the translatability of target selection from preclinical animal models to successful clinical trial results is uncertain and may fail, particularly for systemic therapies and cancer antigen therapies. In general, several biological steps are required for delivery of mRNA to translate into therapeutically active medicines. These processing steps may differ between individuals

negatively affect our future business. Our employees may, from time to time, bring lawsuits against us regarding injury, creating a hostile workplace, discrimination, wage and hour disputes, sexual harassment or other employment issues. Recently, there has been an increase in the number of discrimination and harassment claims generally. Coupled with the expansion of social media platforms and similar devices that allow individuals access to a broad audience, these claims have had a significant negative impac

our "We behave like owners" mindset and helps promote employee retention as these awards generally vest over a four-year period. None of our employees have entered into a collective bargaining agreement with us. A small number of employees in France, Italy and Spain are covered by statutory collective bargaining agreements governing certain benefits and working conditions. Employees in our Madrid work center are represented by a works council. None of our other employees are represented by a labor union or a wor

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 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 European Union. The vaccine builds on advances from the clinical development of mNEXSPIKE and mRNA-1010, our investigational seasonal influenza vaccine. mCOMBRIAX w

negatively affect our future business. Our employees may, from time to time, bring lawsuits against us regarding injury, creating a hostile workplace, discrimination, wage and hour disputes, sexual harassment or other employment issues. Recently, there has been an increase in the number of discrimination and harassment claims generally. Coupled with the expansion of social media platforms and similar devices that allow individuals access to a broad audience, these claims have had a significant negative impac

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 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 European Union. The vaccine builds on advances from the clinical development of mNEXSPIKE and mRNA-1010, our investigational seasonal influenza vaccine. mCOMBRIAX w

our "We behave like owners" mindset and helps promote employee retention as these awards generally vest over a four-year period. None of our employees have entered into a collective bargaining agreement with us. A small number of employees in France, Italy and Spain are covered by statutory collective bargaining agreements governing certain benefits and working conditions. Employees in our Madrid work center are represented by a works council. None of our other employees are represented by a labor union or a wor

Department of Commerce and fines, penalties, or suspension or revocation of export privileges, the imposition of government controls and changes in tariffs

Department of Commerce and fines, penalties, or suspension or revocation of export privileges, the imposition of government controls and changes in tariffs

one year through five years 2,334 2,336 Total $ 5,533 $ 5,540 In accordance with our investment policy, we place investments in investment grade securities with high credit quality issuers, and generally limit the amount of credit exposure to any one issuer. We evaluate securities for impairment at the end of each reporting period. Impairment is evaluated considering numerous factors, and their relative significance varies depending on the situation. 16 Table of Contents Factors considered include whether a

collection and processing of sensitive data (such as health data), the information provided to the individuals, the security and confidentiality of the personal data, data breach notification and the use of third-party processors in connection with the processing of the personal data. The EU GDPR also imposes strict rules on the transfer of personal data out of the EU, provides an enforcement authority and imposes large penalties for noncompliance, including the potential for fines of up to €20.0 million o

These risks include potential system failures or shutdowns due to internal or external factors including design issues, system compatibility or potential cybersecurity compromises, incidents or breaches