Moderna Enters Material Definitive Agreement

TL;DR

Moderna just signed a big deal, creating a new financial obligation. Details to follow.

AI Summary

On November 19, 2025, Moderna, Inc. entered into a material definitive agreement, creating a direct financial obligation. The filing details this agreement and related financial obligations under an off-balance sheet arrangement. Specific details of the agreement, including the nature of the obligation and any associated dollar amounts or parties, are not fully disclosed in the provided text.

Why It Matters

This filing indicates a new financial commitment or obligation for Moderna, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The creation of a new financial obligation, without immediate disclosure of its terms, introduces uncertainty regarding Moderna's financial commitments.

Key Players & Entities

• Moderna, Inc. (company) — Registrant
• November 19, 2025 (date) — Date of earliest event reported
• 325 Binney Street (location) — Principal executive offices address
• Cambridge, MA (location) — Principal executive offices city and state
• 02142 (location) — Principal executive offices zip code

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share MRNA The Nasdaq Stock Market
• $1,500,000,000 — . The Credit Agreement provides for a $1,500,000,000 credit facility of which $600,000,000 w
• $600,000,000 — $1,500,000,000 credit facility of which $600,000,000 will be funded as an initial term loan
• $900,000,000 — l be funded as an initial term loan and $900,000,000 will be available as delayed draw term
• $400,000,000 — e as delayed draw term loans. The first $400,000,000 of the delayed draw term loans will be
• $500,000,000 — until November 2027 and the additional $500,000,000 of the delayed draw term loans will be,
• $750,000,000 — of at least $500,000,000, increasing to $750,000,000 if over $1,000,000,000 is drawn under t
• $1,000,000,000 — 000, increasing to $750,000,000 if over $1,000,000,000 is drawn under the Credit Agreement. Th
• $5,000,000,000 — t capitalization of the Company exceeds $5,000,000,000 and is subject to a customary equity cu

Filing Documents

• mrna-20251119.htm (8-K) — 32KB
• moderna-creditandguarantya.htm (EX-10) — 1841KB
• 0001628280-25-053816.txt ( ) — 2346KB
• mrna-20251119.xsd (EX-101.SCH) — 2KB
• mrna-20251119_lab.xml (EX-101.LAB) — 21KB
• mrna-20251119_pre.xml (EX-101.PRE) — 12KB
• mrna-20251119_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 19, 2025, Moderna, Inc. (the "Company") entered into a Credit and Guaranty Agreement (the "Credit Agreement"), among the Company, as borrower, certain subsidiaries of the Company, as guarantors, the lenders from time to time party thereto, and Ares Capital Corporation, as administrative agent and collateral agent. The Credit Agreement provides for a $1,500,000,000 credit facility of which $600,000,000 will be funded as an initial term loan and $900,000,000 will be available as delayed draw term loans. The first $400,000,000 of the delayed draw term loans will be available from closing until November 2027 and the additional $500,000,000 of the delayed draw term loans will be, contingent on the achievement of key regulatory milestones aligned with the Company's late-stage clinical pipeline, available until November 2028. The loans under the Credit Agreement will accrue interest at a forward-looking term interest rate based on the Secured Overnight Funding Rate ("Term SOFR") plus an applicable margin or at the base rate plus an applicable margin. The applicable margin is a percentage per annum of 5.50% for Term SOFR and 4.50% for the base rate. The base rate is calculated as the highest of (a) the Wall Street Journal prime rate, (b) the federal funds rate plus one half of one percent and (c) Term SOFR plus one percent. The term loans under the Credit Agreement have a maturity date of November 24, 2030. The loans under the Credit Agreement are guaranteed by the Company's United States, Canadian, United Kingdom, Swiss and Australian subsidiaries and secured by an all asset collateral grant, in each case subject to customary exceptions and limitations. The Credit Agreement is subject to compliance with customary representations and warranties, events of default, affirmative covenants and restrictive covenants including a minimum liquidity covenant (the "Financial Covenant") requiring minimum cash

03

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 2.03 by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1 Credit and Guaranty Agreement, dated as of November 19, 2025, by and among Moderna, certain subsidiary guarantors, Ares Capital Corporation and the lenders. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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 24, 2025 MODERNA, INC. By: /s/ James M. Mock James M. Mock Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR