8-KFiling Date: Jul 8, 2026

Moderna (MRNA) 8-K: Former Biogen CFO joins board (Jul 8, 2026)

mrna-20260706

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ACC: 0001682852-26-000134

Event Type

Executive ChangeReg FD DisclosureFinancial Statements
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Event Description

Item 5.02. Executive Change
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Under Item 5.02, Moderna, Inc. appointed Michael McDonnell to its Board of Directors effective July 8, 2026, as a Class II director serving until the 2029 annual meeting; he was also appointed to the Audit Committee. McDonnell has over 35 years of financial leadership experience, most recently as Biogen Inc.’s CFO from August 2020 through February 2025, and previously CFO of IQVIA Holdings Inc., Intelsat S.A., MCG Capital Corporation, and EchoStar Communications. Simultaneously, David Rubenstein ceased serving on the Audit Committee and was appointed to the Nominating and Corporate Governance Committee. McDonnell will receive non-employee director compensation under the company’s policy, including an Initial Grant and pro-rata Annual Grant, and entered the standard indemnification agreement; no reportable arrangements, family relationships, or Item 404(a) transactions were disclosed.

Original SEC Filing Text expand_more
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.
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Event Description

Item 7.01. Reg FD Disclosure
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On July 8, 2026, the Company issued a press release announcing the appointment of Mr. McDonnell to the Board of Directors. The press release was furnished as Exhibit 99.1 to the Form 8-K.

Original SEC Filing Text expand_more
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
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Event Description

Item 9.01. Financial Statements
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Item 9.01 lists Exhibit 99.1, a press release issued by Moderna, Inc. dated July 8, 2026, and Exhibit 104, the Cover Page Interactive Data File embedded within the Inline XBRL document. The report is signed on behalf of Moderna, Inc. by Shannon Thyme Klinger, Chief Legal Officer, with a date of July 8, 2026.

Original SEC Filing Text expand_more
Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release issued by Moderna, Inc. dated July 8, 2026 104Cover 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

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