MRNA — 8-K Filing

Item 5.03 — Amendments to Articles of Incorporation or Bylaws

Bylaws or charter amended.

; Change in Fiscal Year.On May 6, 2026, the Board of Directors (the “Board”) of Moderna, Inc. (the “Company”) approved an amendment to the Company’s Second Amended and Restated By-Laws (the “By-Law Amendment”), effective immediately, to designate the federal district courts of the United States as the sole and exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum. The Board approved the By-Law Amendment in response to recent amendments to the General Corporation Law of the State of Delaware regarding such forum selection provisions.

Item 5.07 — Submission of Matters to a Vote of Security Holders

Annual meeting / shareholder vote results.

On May 6, 2026, the Company held its previously announced 2026 Annual Meeting of Stockholders (the “Annual Meeting”), at which a quorum was present. The final voting results for the Annual Meeting are as follows:Proposal 1. Election of directors.By the vote reflected below, the Company’s stockholders elected each of the following individuals to serve as a Class II director for a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders and until his or her respective successor is duly elected and qualified, or such director’s earlier death, resignation or removal:Votes ForVotes AgainstAbstainBroker Non-VotesSandra Horning, M.D.210,914,93249,357,015331,86841,911,864 Abbas…

Item 9.01 — Financial Statements and Exhibits

Press releases, exhibits, and supporting documents attached to this filing.

(d) ExhibitsExhibitNo. Description3.1 Amendment No. 1 to Second Amended and Restated By-laws of Moderna, Inc. dated May 6, 2026104Cover Page Interactive Data File (embedded within the Inline XBRL document)SIGNATURESPursuant 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: May 11, 2026MODERNA, INC.By:/s/ Shannon Thyme KlingerShannon Thyme KlingerChief Legal Officer