Moderna SEC Filings

Moderna director Noubar B. Afeyan, through Flagship Pioneering, Inc., exercised stock options for 23,853 shares of Moderna common stock at $10.90 per share on December 11, 2025, and on the same day sold 23,853 shares at $29.485 per share.

After these transactions, Flagship Pioneering held 3,924 Moderna shares, while affiliated funds held 3,880,328 shares through Flagship Ventures Fund IV, L.P. and 747,897 shares through Flagship Ventures Fund IV-Rx, L.P. Afeyan also directly owned 2,224,015 shares. The options exercised were fully vested, covered 23,853 shares and had been scheduled to expire on February 23, 2026, and Afeyan disclaims beneficial ownership of the fund-held shares except to the extent of his pecuniary interest.

The Chief Executive Officer and director of Moderna, Inc. reported exercising a stock option for 688,073 shares of common stock on 12/11/2025. The option, which was fully vested and scheduled to expire on February 23, 2026, had an exercise price of $10.90 per share. The reporting person paid $7,499,995.70 for the shares and $5,998,279.76 of withholding taxes in cash, for a total of $13,498,275.46, and no shares were sold or withheld to fund the exercise. After the transaction, the reporting person beneficially owned 6,181,970 Moderna shares directly, and additional indirect holdings were reported for Boston Biotech Ventures (9,210,686 shares) and OCHA LLC (6,564,880 shares), for which beneficial ownership is disclaimed except to any pecuniary interest.

Moderna, Inc. reported that a company director sold a small block of shares in an insider transaction. On December 9, 2025, the director sold 504 shares of Moderna common stock at a price of $27.60 per share. The transaction was executed under a Rule 10b5-1 trading plan that was adopted on September 5, 2025, indicating it was pre-arranged. The sale was made to generate cash to cover the tax liability arising from the vesting of restricted stock units. Following this sale, the director beneficially owns 1,515 shares of Moderna common stock directly.

Moderna, Inc. entered into a new Credit and Guaranty Agreement with Ares Capital Corporation and other lenders, providing a $1,500,000,000 term loan facility. At closing, $600,000,000 is funded as an initial term loan, with an additional $900,000,000 available as delayed draw term loans. The first $400,000,000 of delayed draws is available until November 2027, and a further $500,000,000 becomes available until November 2028 if key regulatory milestones tied to the late-stage clinical pipeline are achieved.

Loans bear interest at Term SOFR plus a 5.50% margin or at a base rate plus a 4.50% margin, and mature on November 24, 2030. The facility is guaranteed by specified subsidiaries in the United States, Canada, the United Kingdom, Switzerland and Australia and secured by an all-asset collateral package, subject to customary exceptions. A weekly minimum liquidity covenant requires at least $500,000,000 of cash and cash equivalents, increasing to $750,000,000 if draws exceed $1,000,000,000, with testing suspended when the trailing 30‑day average market capitalization is above $5,000,000,000.

Moderna, Inc. (MRNA) filed a Form 8-K to report that on November 20, 2025 it issued a press release highlighting its pipeline progress and business strategy updates, timed with its Analyst Day held the same day. The press release is provided as Exhibit 99.1 and is furnished under Regulation FD, meaning it is shared for informational purposes and is not treated as filed financial reporting. No specific financial results or major transactions are described in this report.

Moderna, Inc. filed Amendment No. 1 to its Schedule TO related to an employee stock option exchange. The company is conducting an issuer tender offer that allows certain non-executive officer employees to exchange eligible outstanding options to purchase common stock for replacement options, under the terms described in the Offer to Exchange Eligible Options for Replacement Options dated November 13, 2025.

This amendment mainly updates the list of exhibits supporting the exchange offer, including communications such as announcement emails, website screenshots, informational session slides, terms of election, reminder communications, and tax-related communications and FAQs distributed November 18, 2025, as well as references to existing stock plans and award agreements.

Moderna, Inc. reported the results of its Special Meeting, where shareholders approved a one-time stock option exchange program for non‑Executive Committee employees. The Option Exchange Proposal passed with 231,049,158 votes For, 6,167,159 Against, and 250,409 Abstain. A proposal to permit adjournment of the meeting, if necessary, also passed with 223,991,059 For, 13,198,386 Against, and 277,281 Abstain. A quorum was present, and there were no broker non‑votes.

Moderna, Inc. launched an issuer tender offer to exchange certain employee stock options for new replacement options, as described in its Offer to Exchange dated November 13, 2025. The offer applies to non‑executive employee holders of options granted under the 2018 Stock Option and Incentive Plan.

Options are eligible if granted before December 12, 2024 and have an exercise price per share equal to or greater than $80.00. As of November 6, 2025, eligible options covered options to purchase 5,513,938 shares of common stock. Executive officers and directors are not eligible to participate. Upon consummation, replacement options will be granted using stated exchange ratios, with share counts rounded down to the nearest whole share, all subject to the terms and conditions of the offer.