Moderna raises $3B in 0% convertible notes due 2032

Rhea-AI Filing Summary

Moderna, Inc. (MRNA) completed a private offering of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032, including the full exercise of the initial purchasers’ option. The notes are senior unsecured, bear no regular interest and mature on March 1, 2032, unless earlier converted, redeemed or repurchased.

The notes are initially convertible at 4.7487 shares per $1,000 (conversion price about $210.58), a 47.5% premium to the $142.77 MRNA share price on August 27, 2026. Based on this rate, they are convertible into 14,246,100 shares, and in limited cases up to 21,012,600 shares.

Moderna received net proceeds of approximately $2,957.3 million and spent $328.8 million on related capped call transactions with an initial cap price of about $392.62 per share. Remaining proceeds are for general corporate purposes, including potential oncology growth investments and debt repayment. The notes allow conditional conversion and optional redemption after September 6, 2029, and include standard “fundamental change” repurchase protections.

Filing Explained

The notes are issued, but no common shares are issued now; future dilution depends on conversion, while resale is not registered.

The completed Notes financing creates senior unsecured debt and a potential common-stock settlement; the filing describes shares as issuable upon conversion, not as issued in this event. Moderna also states that neither the Notes nor conversion shares are registered and that it does not intend to file a resale registration statement, so resale must rely on an exemption or registration.

This is a private placement to selected investors outside a public offering. Before December 1, 2031, holders may convert only in specified circumstances; afterward, they may convert regardless of those circumstances, and Moderna chooses cash, shares, or a combination for settlement.

At June 30, 2026, the cash-and-investment balance measured against the latest quarterly operating cash use equals 1,195.5 days of that reported historical run rate.

The open structural question is whether any conversion occurs and, if so, whether settlement is cash, shares, or both; Exhibit 4.1 provides the conversion and settlement terms.

Sources and calculations

• Moderna Form 8-K and exhibits (2026-09-01)
• Private placement / PIPE definition (undated)
• Dilution definition (undated)
• Moderna Q2 2026 fundamentals (2026Q2)

• Available liquidity against the last reported quarterly operating outflow, in days at that rate ($1,723,000,000 + $3,415,000,000 + $1,772,000,000) / ($526,000,000 / 91) = 1195.5 days

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate principal amount of Notes: $3,000,000,000 Net proceeds from Offering: $2,957.3 million Conversion rate: 4.7487 shares per $1,000 principal amount +5 more

8 metrics

Aggregate principal amount of Notes $3,000,000,000 0.00% Convertible Senior Notes due 2032 issued in the private offering

Net proceeds from Offering $2,957.3 million After deducting purchasers’ discounts and estimated expenses

Conversion rate 4.7487 shares per $1,000 principal amount Initial conversion rate for the 2032 convertible notes

Initial conversion price $210.58 per share Implied from the initial conversion rate of the notes

Premium over last reported share price 47.5% Premium to $142.77 MRNA share price on August 27, 2026

Shares underlying Notes 14,246,100 shares Based on initial conversion rate; maximum 21,012,600 in limited cases

Capped call cost $328.8 million Portion of net proceeds used to pay for capped call transactions

Capped call cap price $392.62 per share Initial cap price, a 175.0% premium to $142.77 share price

Key Terms

Convertible Senior Notes, capped call transactions, qualified institutional buyers, Rule 144A, +2 more

6 terms

Convertible Senior Notes financial

"offering of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

capped call transactions financial

"entered into privately negotiated capped call transactions with certain financial institutions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

qualified institutional buyers regulatory

"private placement only to persons reasonably believed to be “qualified institutional buyers”"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

Rule 144A regulatory

"for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

fundamental change financial

"If the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

cleanup redemption financial

"may redeem for cash all, but not less than all, of the Notes at any time ... such redemption, a “cleanup redemption”"

A cleanup redemption is a provision that lets an issuer repay the remaining small balance of a loan or bond early once outstanding principal falls below a preset threshold. It matters to investors because it ends future interest payments sooner than expected and forces them to reinvest the returned cash, which can change their expected yield and timing of income—think of it as the issuer sweeping up the last pieces of a puzzle and handing them back to you.

Offering Details

other

Offering

Offering Type other

Use of Proceeds Approximately $2,957.3 million in net proceeds, with $328.8 million used to pay the cost of capped call transactions and the remainder for general corporate purposes, which may include investment in the growth of the oncology business and repayment of debt.

FAQ

What type and size of financing did Moderna (MRNA) complete in this 8-K?

Moderna completed a private offering of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032. The notes are senior unsecured obligations and were sold to qualified institutional buyers under Rule 144A, with no regular interest and a single maturity in 2032.

What are the key conversion terms of Moderna’s (MRNA) 2032 convertible notes?

The notes are initially convertible at 4.7487 shares of common stock per $1,000 principal, implying an initial conversion price of about $210.58 per share, a 47.5% premium to the $142.77 share price on August 27, 2026, with conditional conversion before late 2031.

How many Moderna (MRNA) shares are underlying the new convertible notes?

Based on the initial conversion rate, the notes are convertible into 14,246,100 shares of common stock and, in limited circumstances, up to a maximum of 21,012,600 shares. These figures reflect the anti-dilution mechanics and capped increase provisions described in the convertible note indenture.

How much cash did Moderna (MRNA) net from the convertible note offering and how will it be used?

Moderna reports net proceeds of approximately $2,957.3 million. It used $328.8 million to pay the cost of capped call transactions and expects to use the remaining proceeds for general corporate purposes, including potential investments in its oncology business and repayment of debt.

What are the main features of Moderna’s (MRNA) capped call transactions?

Moderna entered into capped call transactions covering the shares underlying the notes, paying $328.8 million. The initial cap price is about $392.62 per share, a 175.0% premium to the $142.77 share price, and is designed to reduce dilution or offset cash payments above principal on conversion.

When can Moderna (MRNA) redeem the 2032 convertible notes and at what price?

Moderna may not redeem the notes before September 6, 2029, except for a cleanup redemption. On or after that date, it may redeem for cash at 100% of principal plus accrued special interest if the stock trades at least 130% of the conversion price over a specified 30-trading-day period.

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Available on EDGAR 09/01/2026 - 04:37 PM Accepted by SEC EDGAR 09/01/2026 - 04:37 PM Learn about SEC filing dates

false 0001682852 0001682852 2026-08-27 2026-08-27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 27, 2026

MODERNA, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38753		81-3467528
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

325 Binney Street
Cambridge, MA		02142
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (617) 714-6500

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		MRNA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Indenture and Notes

On September 1, 2026, Moderna, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $400,000,000 aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 1, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee.

The Notes are general senior unsecured obligations of the Company and will mature on March 1, 2032, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. Special interest will accrue on the Notes in the circumstances and at the rates provided in the Indenture. Any special interest will be payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2027 (if and to the extent that special interest is then payable on the Notes). Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2031 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the “common stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 150% of the conversion price for the Notes on each applicable trading day; (2) during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in the Indenture) per $1,000 principal amount of the Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of the common stock and the conversion rate on each such trading day; (3) if the Company calls such Notes for redemption, at any time prior to the close of business on the second scheduled trading day immediately preceding the redemption date, but only with respect to the Notes called (or deemed called, in the case of an optional redemption (as defined below)) for redemption; or (4) upon the occurrence of specified corporate events as set forth in the Indenture. On or after December 1, 2031 until the close of business on the second scheduled trading day immediately preceding the maturity date, holders of the Notes may convert all or any portion of their Notes at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of common stock or a combination of cash and shares of common stock, at the Company’s election, in the manner and subject to the terms and conditions provided in the Indenture.

The conversion rate for the Notes will initially be 4.7487 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $210.58 per share of common stock). The initial conversion price of the Notes represents a premium of approximately 47.5% over the last reported sale price of $142.77 per share of the common stock on the Nasdaq Global Select Market on August 27, 2026. The conversion rate for the Notes is subject to adjustment in some events in accordance with the terms of the Indenture but will not be adjusted for any accrued and unpaid special interest. In addition, following certain corporate events that occur prior to the maturity date of the Notes or if the Company delivers a notice of redemption, the Company will, in certain circumstances, increase the conversion rate of the Notes for a holder who elects to convert its Notes in connection with such a corporate event or convert its Notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period (as set forth in the Indenture), as the case may be.

The Company may not redeem the Notes prior to September 6, 2029, except in the event of a cleanup redemption (as defined below). The Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation described below), at its option, on a redemption date on or after September 6, 2029 and before the 21st scheduled trading day immediately prior to the maturity date if the last reported sale price of the common stock has been at least 130% of the conversion price for the Notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides the related notice of redemption (such redemption, an “optional redemption”). If the Company elects to redeem less than all of the outstanding Notes in an optional redemption, at least $100,000,000 aggregate principal amount of Notes must be outstanding and not subject to such optional redemption as of, and after giving effect to, delivery of the relevant notice of redemption (such limitation, the “partial redemption limitation”). In addition, subject to certain conditions described in the Indenture, the Company may redeem for cash all, but not less than all, of the Notes at any time prior to the 21st scheduled trading day immediately preceding the maturity date, if the aggregate principal amount of the Notes that remains outstanding at such time is less than $100,000,000 (such redemption, a “cleanup redemption”). The redemption price for any optional redemption or cleanup redemption will be equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the relevant redemption date. No sinking fund is provided for the Notes.

If the Company undergoes a “fundamental change” (as defined in the Indenture), then, subject to certain conditions and except as described in the Indenture, holders may require the Company to repurchase for cash all or any portion of their Notes at a fundamental change repurchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

The Indenture includes customary covenants and sets forth certain events of default. The following events are considered “events of default” under the Indenture:

• default in any payment of special interest on any Note when due and payable and the default continues for a period of 30 days;

• default in the payment of principal of any Note when due and payable at its stated maturity, upon optional redemption, upon cleanup redemption, upon any required repurchase, upon declaration of acceleration or otherwise;

• failure by the Company to comply with its obligation to convert the Notes in accordance with the Indenture upon exercise of a holder’s conversion right, and such failure continues for three business days;

• failure by the Company to give (i) a fundamental change notice or notice of a make-whole fundamental change, in either case when due and such failure continues for five business days, or (ii) notice of a specified corporate transaction when due and such failure continues for three business days;

• failure by the Company to comply with its obligations in respect of any consolidation, merger or sale of assets;

• failure by the Company to comply with any of the other agreements in the Notes or the Indenture for 60 days after receipt of written notice of such failure from the trustee or the holders of at least 25% in principal amount of the Notes then outstanding;

• default by the Company or any of its significant subsidiaries (as defined in the Indenture) with respect to any mortgage, agreement or other instrument under which there may be outstanding, or by which there may be secured or evidenced, any indebtedness for money borrowed with a principal amount in excess of $250,000,000 (or its foreign currency equivalent), in the aggregate of the Company and/or any of the Company’s significant subsidiaries, whether such indebtedness now exists or shall hereafter be created, (i) resulting in such indebtedness becoming or being declared due and payable prior to its stated maturity date or (ii) constituting a failure to pay the principal of any such debt when due and payable (after the expiration of all applicable grace periods) at its stated maturity, upon required repurchase, upon declaration of acceleration or otherwise, and in the cases of clauses (i) and (ii), such acceleration shall not have been rescinded or annulled or such failure to pay or default shall not have been cured or waived, or such indebtedness is not paid or discharged, as the case may be, within 45 days after written notice to the Company by the trustee or to the Company and the trustee by holders of at least 25% in aggregate principal amount of the Notes then outstanding in accordance with the Indenture; and

• certain events of bankruptcy, insolvency or reorganization of the Company or any of the Company’s significant subsidiaries.

If certain bankruptcy and insolvency-related events of default occur with respect to the Company, the principal of, and accrued and unpaid special interest, if any, on, all of the Notes then outstanding shall automatically become due and payable. If an event of default with respect to the Notes, other than certain bankruptcy and insolvency-related events of default with respect to the Company, occurs and is continuing, the trustee, by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company and the trustee, may, declare 100% of the principal of and accrued and unpaid special interest, if any, on all the outstanding Notes to be due and payable. Notwithstanding the foregoing, the Indenture provides that, to the extent the Company so elects, the sole remedy for an event of default relating to the Company’s failure to comply with certain reporting covenants in the Indenture will, for the first 365 days after the occurrence of such an event of default, consist exclusively of the right to receive special interest on the Notes.

The Indenture provides that the Company shall not consolidate with or merge with or into, or sell, convey, transfer or lease all or substantially all of the consolidated properties and assets of the Company and its subsidiaries, taken as a whole, to another person (other than any such sale, conveyance, transfer or lease to one or more of the Company’s direct or indirect wholly owned subsidiaries) (each, a “business combination event”), unless: (i) the resulting, surviving or transferee person (if not the Company) is a “qualified successor entity” (as defined in the Indenture) (such qualified successor entity, the “successor entity”) organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, and such successor entity (if not the Company) expressly assumes by supplemental indenture all of the Company’s obligations under the Notes and the Indenture; and (ii) immediately after giving effect to such business combination event, no default or event of default has occurred and is continuing under the Indenture.

A copy of the Indenture is attached hereto as Exhibit 4.1 (including the form of the Notes attached hereto as Exhibit 4.2) and is incorporated herein by reference (and this description is qualified in its entirety by reference to such document).

Capped Call Transactions

On August 27, 2026, in connection with the pricing of the Notes, and on August 28, 2026, in connection with the exercise in full by the initial purchasers of their option to purchase additional Notes, the Company entered into privately negotiated capped call transactions with certain financial institutions, pursuant to capped call confirmations in substantially the form filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference (and this description is qualified in its entirety by reference to such document). The capped call transactions cover, subject to customary adjustments, the number of shares of common stock initially underlying the Notes. The capped call transactions are expected generally to reduce the potential dilution to the common stock upon any conversion of the Notes and/or offset any cash payments the Company is required to make in excess of the principal amount of converted Notes, as the case may be, with such reduction and/or offset subject to a cap based on a cap price initially equal to approximately $392.62 per share (which represents a premium of 175.0% over the last reported sale price of the common stock of $142.77 per share on the Nasdaq Global Select Market on August 27, 2026), and is subject to certain adjustments under the terms of the capped call transactions.

Proceeds

The Company’s net proceeds from the Offering were approximately $2,957.3 million after deducting the initial purchasers’ discounts and commissions and estimated offering expenses payable by the Company. The Company used $328.8 million of the net proceeds to pay the cost of the capped call transactions described above. The Company expects to use the remaining net proceeds for general corporate purposes, which may include the flexibility to invest in the growth of its oncology business and repayment of debt.

Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the initial purchasers in the purchase agreement dated August 27, 2026 by and among the Company and the representatives of the initial purchasers.

The Notes and the shares of common stock issuable upon conversion of the Notes, if any, have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company does not intend to file a registration statement for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes.

Based on the initial conversion rate, the Notes are convertible into 14,246,100 shares of common stock and, in limited circumstances, are convertible into a maximum of 21,012,600 shares of common stock. The Notes are subject to customary anti-dilution adjustment provisions. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock.

Item 8.01 Other Events.

Press Releases

On August 27, 2026, the Company issued a press release announcing the proposed Offering. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On August 28, 2026, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the anticipated use of proceeds from the offering. In some cases, forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “could,” “expects,” “intends,” “plans,” “aims,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this Current Report on Form 8-K are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond Moderna’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include, among others, those risks and uncertainties described under the heading “Risk Factors” in Moderna’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (“SEC”), and in subsequent filings made by Moderna with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, Moderna disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this Current Report on Form 8-K in the event of new information, future developments or otherwise. These forward-looking statements are based on Moderna’s current expectations and speak only as of the date of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
4.1		Indenture, dated as of September 1, 2026, by and between Moderna, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
4.2		Form of Global Note, representing Moderna, Inc.’s 0.00% Convertible Senior Notes due 2032 (included as Exhibit A to the Indenture filed as Exhibit 4.1).
10.1		Form of Confirmation for Capped Call Transactions.
99.1		Press release titled “Moderna Announces Proposed Private Placement of $2.0 Billion of Convertible Senior Notes,” dated August 27, 2026.
99.2		Press release titled “Moderna Announces Pricing of Upsized $2.6 Billion Offering of Convertible Senior Notes,” dated August 28, 2026.
104		Cover 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.

						MODERNA, INC.
Date: September 1, 2026				By:		/s/ James M. Mock
						James M. Mock
						Chief Financial Officer

Exhibit 99.1

Moderna Announces Proposed Private Placement of $2.0 Billion of Convertible Senior Notes

Proceeds to be utilized for general corporate purposes which may include the flexibility to invest in the growth of our oncology business and repayment of debt

Moderna will also purchase a hedge overlay intended to offset dilution up to a cap initially equal to at least a 150% premium to the stock price at pricing

CAMBRIDGE, MA / ACCESS Newswire / August 27, 2026 / Moderna, Inc. (NASDAQ:MRNA) (“Moderna”), today announced that it intends to offer, subject to market conditions and other factors, $2.0 billion aggregate principal amount of Convertible Senior Notes due 2032 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Moderna also intends to grant the initial purchasers of the notes an option to purchase, for settlement during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $300.0 million aggregate principal amount of the notes.

The notes will be general senior unsecured obligations of Moderna. The notes will not bear regular interest and the principal amount of the notes will not accrete. Upon conversion, Moderna will pay or deliver, as the case may be, cash, shares of Moderna’s common stock or a combination of cash and shares of Moderna’s common stock, at Moderna’s election. The final terms of the notes, including the initial conversion rate and certain other terms, will be determined at the time of the pricing of the notes.

Moderna expects to use the net proceeds from the offering (i) to pay the cost of the privately negotiated capped call transactions described below and (ii) for general corporate purposes, which may include the flexibility to invest in the growth of our oncology business and repayment of debt.

In connection with the pricing of the notes, Moderna expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or affiliates thereof and/or other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Moderna’s common stock that will initially underlie the notes. The capped call transactions are expected generally to reduce the potential dilution to Moderna’s common stock upon any conversion of notes and/or offset any cash payments Moderna is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. Moderna anticipates that the cap price of the capped call transactions will initially represent a premium of at least 150% over the last reported sale price of the common stock on the pricing date of the offering. If the initial purchasers exercise their option to purchase additional notes, Moderna expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties.

In connection with establishing their initial hedges of the capped call transactions, Moderna expects that the option counterparties or their respective affiliates will purchase shares of Moderna’s common stock and/or enter into various derivative transactions with respect to Moderna’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Moderna’s common stock or the notes at that time.

In addition, Moderna expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Moderna’s common stock and/or purchasing or selling Moderna’s common stock or other securities of Moderna in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any early conversion, repurchase or redemption of the notes, to the extent Moderna unwinds a corresponding portion of the capped call transactions or if Moderna otherwise unwinds all or a portion of the capped call transactions, and during the final observation period for the conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of Moderna’s common stock or the notes, which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration, if any, that a holder of notes will receive upon conversion of the notes.

The offer and sale of the notes and any shares of Moderna’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Moderna

Moderna is a pioneer and leader in the field of mRNA medicine. Through the advancement of its technology platform, Moderna is reimagining how medicines are made to transform how we treat and prevent diseases. Since its founding, Moderna’s mRNA platform has enabled the development of vaccines and therapeutics across infectious diseases, cancer, rare diseases and more.

With a global team and a unique culture, driven by the company’s values and mindsets, Moderna’s mission is to deliver the greatest possible impact to people through mRNA medicines.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding: the proposed terms of the notes and capped call transactions, the timing, completion and size of the proposed offering of the notes and capped call transactions, the anticipated use of proceeds from the offering, and the grant of the option to the initial purchasers. In some cases, forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “could,” “expects,” “intends,” “plans,” “aims,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond Moderna’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include, among others, those risks and uncertainties described under the heading “Risk Factors” in Moderna’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (SEC), and in subsequent filings made by Moderna with the SEC, which are available on the SEC’s website at

www.sec.gov. Except as required by law, Moderna disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on Moderna’s current expectations and speak only as of the date of this press release.

Moderna Contacts

Media:

Chris Ridley

Vice President, Global Head of Communications

+1 617-800-3651

Chris.Ridley@modernatx.com

Investors:

Lavina Talukdar

Senior Vice President & Head of Investor Relations

+1 617-209-5834

Lavina.Talukdar@modernatx.com

Exhibit 99.2

Moderna Announces Pricing of Upsized $2.6 Billion Offering of Convertible Senior Notes

Proceeds to be utilized for general corporate purposes which may include the flexibility to invest in the growth of our oncology business and repayment of debt

Moderna has also purchased a hedge overlay intended to offset dilution up to a cap initially equal to a 175.0% premium to the stock price at pricing

CAMBRIDGE, MA / ACCESS Newswire / August 28, 2026 / Moderna, Inc. (NASDAQ:MRNA) (“Moderna”), today announced the pricing of $2.6 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “notes”) in a private placement (the “offering”) only to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $2.0 billion aggregate principal amount of the notes. Moderna has also granted the initial purchasers of the notes an option to purchase, for settlement during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $400.0 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to close on September 1, 2026, subject to customary closing conditions.

The notes will be general senior unsecured obligations of Moderna. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on March 1, 2032, unless earlier converted, redeemed or repurchased.

Moderna estimates that the net proceeds from the offering will be approximately $2,562.9 million (or approximately $2,957.3 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers’ discount and estimated offering expenses. Moderna expects to use the net proceeds from the offering (i) to pay the approximately $285.0 million cost of the privately negotiated capped call transactions described below and (ii) for general corporate purposes, which may include the flexibility to invest in the growth of our oncology business and repayment of debt.

The notes will be convertible at the option of the holders in certain circumstances. Upon conversion, Moderna will pay or deliver, as the case may be, cash, shares of Moderna’s common stock or a combination of cash and shares of Moderna’s common stock, at Moderna’s election.

The conversion rate will initially be 4.7487 shares of Moderna’s common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $210.58 per share of Moderna’s common stock). The initial conversion price represents a premium of approximately 47.5% over the last reported sale price of $142.77 per share of Moderna’s common stock on the Nasdaq Global Select Market on August 27, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest, if any. In addition, following certain corporate events that occur prior to the maturity date or if Moderna delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period, as the case may be.

Moderna may not redeem the notes prior to September 6, 2029, except in the event of a cleanup redemption as described below. Moderna may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on a redemption date on or after September 6, 2029 and before the 21^st scheduled trading day immediately prior to the maturity date if the last reported sale price of Moderna’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Moderna provides the related notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. In addition, subject to certain conditions, Moderna may redeem for cash all, but not less than all, of the notes at any time prior to the 21^st scheduled trading day immediately preceding the maturity date if the aggregate principal amount of the notes that remains outstanding at such time is less than $100.0 million at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date.

If Moderna undergoes a “fundamental change” (as defined in the indenture that will govern the notes) then, subject to certain conditions and exceptions, holders may require Moderna to repurchase for cash all or any portion of their notes at a fundamental change repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid special interest, if any, to, but excluding, the fundamental change repurchase date.

In connection with the pricing of the notes, Moderna entered into privately negotiated capped call transactions with certain financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of Moderna’s common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Moderna’s common stock upon any conversion of notes and/or offset any cash payments Moderna is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional notes, Moderna expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties.

The cap price of the capped call transactions relating to the notes will initially be $392.6175, which represents a premium of 175.0% over the last reported sale price of Moderna’s common stock on the Nasdaq Global Select Market on August 27, 2026, and is subject to certain adjustments under the terms of the capped call transactions.

In connection with establishing their initial hedges of the capped call transactions, Moderna expects that the option counterparties or their respective affiliates will purchase shares of Moderna’s common stock and/or enter into various derivative transactions with respect to Moderna’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Moderna’s common stock or the notes at that time.

In addition, Moderna expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Moderna’s common stock and/or purchasing or selling Moderna’s common stock or other securities of Moderna in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any early

conversion, repurchase or redemption of the notes, to the extent Moderna unwinds a corresponding portion of the capped call transactions or if Moderna otherwise unwinds all or a portion of the capped call transactions, and during the final observation period for the conversion of notes). This activity could also cause or avoid an increase or a decrease in the market price of Moderna’s common stock or the notes, which could affect the ability of a holder of notes to convert the notes and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration, if any, that a holder of notes will receive upon conversion of the notes.

The notes were only offered to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act by means of a private offering memorandum. The offer and sale of the notes and any shares of Moderna’s common stock issuable upon conversion of the notes have not been and will not be registered under the Securities Act, any state securities laws or the securities laws of any other jurisdiction, and unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws.

This press release is neither an offer to sell nor a solicitation of an offer to buy any of these securities nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction.

About Moderna

Moderna is a pioneer and leader in the field of mRNA medicine. Through the advancement of its technology platform, Moderna is reimagining how medicines are made to transform how we treat and prevent diseases. Since its founding, Moderna’s mRNA platform has enabled the development of vaccines and therapeutics across infectious diseases, cancer, rare diseases and more.

With a global team and a unique culture, driven by the company’s values and mindsets, Moderna’s mission is to deliver the greatest possible impact to people through mRNA medicines.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding: the timing and completion of the proposed offering of the notes and capped call transactions, the anticipated use of proceeds from the offering, and the grant of the option to the initial purchasers. In some cases, forward-looking statements can be identified by terminology such as “will,” “may,” “should,” “could,” “expects,” “intends,” “plans,” “aims,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. The forward-looking statements in this press release are neither promises nor guarantees, and you should not place undue reliance on these forward-looking statements because they involve known and unknown risks, uncertainties, and other factors, many of which are beyond Moderna’s control and which could cause actual results to differ materially from those expressed or implied by these forward-looking statements. These risks, uncertainties, and other factors include, among others, those risks and uncertainties described under the heading “Risk Factors” in Moderna’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (SEC), and in subsequent filings made by Moderna with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, Moderna disclaims

any intention or responsibility for updating or revising any forward-looking statements contained in this press release in the event of new information, future developments or otherwise. These forward-looking statements are based on Moderna’s current expectations and speak only as of the date of this press release.

Moderna Contacts

Media:

Chris Ridley

Vice President, Global Head of Communications

+1 617-800-3651

Chris.Ridley@modernatx.com

Investors:

Lavina Talukdar

Senior Vice President & Head of Investor Relations

+1 617-209-5834

Lavina.Talukdar@modernatx.com

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 12.5 KB
• EX-99.2 EX-99.2 17.0 KB

Agreements & Contracts

• EX-10.1 EX-10.1 176.0 KB

Other Documents

• EX-4.1 EX-4.1 640.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB