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): November 1220, 2025

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 (1717CFR ~~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 57.~~07 Submission~~01 Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

On November 12 20, 2025, Moderna, Inc. (the “Company”) ~~held~~issued ~~its~~a ~~previously~~press ~~announced~~release ~~Special~~highlighting ~~Meeting~~pipeline ofprogress ~~Shareholders~~and ~~(the~~business ~~“Special~~strategy ~~Meeting”),~~updates atin ~~which~~connection awith ~~quorum~~the ~~was~~Company’s ~~present.~~Analyst ~~The~~Day ~~final~~on ~~voting~~the ~~results~~same ~~for~~date. A copy of the ~~Special~~press ~~Meeting~~release ~~are~~is furnished as ~~follows:~~Exhibit 99.1 to this Current Report on Form 8-K.

~~Proposal~~The 1information in this Item 7.01 ~~Approval~~and ofExhibit a99.1 ~~one-time~~attached ~~stock~~hereto ~~option~~is ~~exchange~~intended ~~program~~to be furnished and shall not be deemed “filed” for ~~non-Executive~~purposes ~~Committee~~of ~~employees~~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.

~~The~~Item ~~Company’s stockholders approved a one-time stock option exchange program for non-Executive Committee employees of the Company (the “Option Exchange Proposal”)~~9.01 Financial ~~The~~Statements ~~result~~and ~~of the stockholders’ vote with respect to the approval of the Option Exchange Proposal was as follows:~~Exhibits.

Votes For						Votes Against						Abstain
231,049,158						6,167,159						250,409

(d) Exhibits.

Proposal 2. Approval of adjournment of the Special Meeting to a later date or dates, if necessary.


Exhibit
No.						Description
99.1						Press release issued by Moderna, Inc. dated November 20 , 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company’s stockholders approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for, or otherwise in connection with, the approval of the Option Exchange Proposal, with the votes cast as follows:

Votes For						Votes Against						Abstain
223,991,059						13,198,386						277,281

There were no broker non-votes with respect to any of the proposals.

No other matters were submitted to or voted on by the Company’s stockholders at the Special Meeting.

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: November 13, 2025		MODERNA, INC.
Date: November 20, 2025		MODERNA, INC.
	By:	/s/ Shannon Thyme Klinger
		Shannon Thyme Klinger
		Chief Legal Officer

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