Welcome to our dedicated page for Moderna SEC filings (Ticker: MRNA), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Parsing Moderna’s SEC disclosures can feel like reviewing lab notes written in legal code. Each 10-K or 10-Q hides critical details on mRNA platform costs, clinical trial readouts, and vaccine royalty streams—information investors need but rarely have time to decode. That’s why we built a page focused on Moderna SEC filings explained simply.
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Moderna, Inc. called a special virtual meeting for November 12, 2025 to seek shareholder approval for a one-time stock option exchange for non‑Executive Committee employees and to approve a potential adjournment if more time is needed to solicit votes.
The program would let eligible employees exchange underwater options (outstanding ≥1 year, exercise price ≥$80.00) for fewer new options priced at fair market value on the grant date, with the same expiration and new vesting. Exchange ratios range from 2:1 to 5:1, and no 1:1 exchanges will occur. New options will add at least one year of vesting; vested options exchanged will vest 50% after one year and 50% after two years.
As of September 30, 2025, 89.9% of employee options (excluding the Executive Committee) were underwater. Eligible options covered 5,647,660 shares (weighted average exercise price $124.24). If all are exchanged, Moderna would issue options for 2,209,867 shares, reducing option overhang by 3,437,793 shares. Shares outstanding were 390,580,775 as of September 30, 2025.
Moderna, Inc. (MRNA) Chief Financial Officer converted 1,453 restricted stock units into common stock on
Insider transaction summary: A Form 4 shows that Hussain Abbas, a director of Moderna, Inc. (MRNA), had 1,439 restricted stock units (RSUs) vest and convert into 1,439 shares of common stock on
Moderna, Inc. is seeking shareholder approval of an Option Exchange to replace underwater employee stock options with fewer, longer‑vesting replacement options intended to be "value for value," anti‑dilutive and retention‑focused. Eligible options must be >1 year old with exercise prices ≥$80.00; Executive Committee members, directors and advisors are excluded. The company says 90.8% of eligible employee options were underwater at a $25.10 share price on Aug 27, 2025. If fully subscribed, the program would reduce option overhang by 11.1% and fully diluted share count by 0.8%, and would surrender 3,437,793 options not returned to the equity pool. Moderna disclosed approximately $354M total non‑cash compensation expense related to eligible underwater options, of which $247M is already expensed and $107M remains to be expensed as of Sep 30, 2025. The new replacement options keep the original expiration dates, have a weighted average remaining life of 7.58 years, and will carry additional vesting (one to two years) to promote retention while the company seeks cash‑breakeven by 2028.
Shannon Thyme Klinger, Moderna Chief Legal Officer, reported insider transactions on Form 4 showing restricted stock units converted and shares withheld for taxes. On 08/29/2025, 232 restricted stock units vested and converted one-for-one into 232 shares of Moderna common stock. The reporting person elected to withhold 113 shares to satisfy tax-withholding obligations at a price of $24.47 per share. After these transactions, the reporting person beneficially owned 28,170 shares of common stock. The form is signed by an attorney-in-fact on 09/02/2025. The filing discloses the original vesting schedule: 25% vested on March 1, 2023, with the remainder vesting in twelve equal quarterly installments.
Stephen Hoge, President of Moderna, Inc. (MRNA), reported transactions on Form 4 showing conversion and vesting of restricted stock units (RSUs) on 08/29/2025. A total of 651 RSUs converted into 651 shares of common stock and are reported as acquired; following the transactions he beneficially owns 1,453,827 shares directly and 156,049 shares indirectly (4,116 via Valhalla, LLC and 151,933 via a trust for his spouse and children). Additionally, 315 shares were withheld to satisfy tax withholding obligations related to vesting. The filing is signed by an attorney-in-fact on 09/02/2025.
Insider transactions by Moderna CFO James M. Mock: The filing reports restricted stock unit (RSU) activity for James M. Mock on 08/27/2025 and 08/28/2025. On 08/27/2025, 774 RSUs were converted into 774 shares of common stock and 375 shares were withheld to satisfy tax withholding, leaving 17,340 shares beneficially owned after the reported sale or disposition. On 08/28/2025, 329 RSUs converted into 329 shares and 160 shares were withheld for taxes, leaving 17,509 shares beneficially owned. Vesting schedules for the awards are disclosed and tax-withholding elections are noted.
Reporting person: Shannon Thyme Klinger, Chief Legal Officer of Moderna, reported equity transactions in the issuer's common stock. The filing shows conversion of restricted stock units (RSUs) into common shares and contemporaneous share withholdings to satisfy tax obligations. Specifically, 774 RSUs converted into 774 shares on 08/27/2025 and 329 RSUs converted into 329 shares on 08/28/2025. On 08/27/2025 the reporting person had 28,257 shares after a 774-share conversion and a 375-share withholding; on 08/28/2025 the filing shows 28,051 shares after a 329-share conversion and a 160-share withholding. The RSU awards vest 25% at the initial vesting date with the remainder in twelve equal quarterly installments.
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