Moderna (NASDAQ: MRNA) CFO reports PSU vesting and tax share withholding

Rhea-AI Filing Summary

Moderna’s Chief Financial Officer, James M. Mock, reported equity compensation activity involving company common stock. On February 11, 2026, he acquired 2,630 shares at $0 through the vesting of performance-based restricted stock units granted on February 28, 2023.

On the same date, 1,278 shares were disposed of at $41.99 to satisfy tax withholding obligations linked to this vesting. After these transactions, Mock directly owned 45,224 shares of Moderna common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Mock James M

(Last) (First) (Middle)

C/O MODERNA, INC.

325 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Moderna, Inc. [ MRNA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		A(1)		2,630	A	$0	46,502	D
Common Stock	02/11/2026		F(2)		1,278	D	$41.99	45,224	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported transaction is the vesting of performance-based restricted stock units granted to the reporting person on February 28, 2023 (the "2023 PSUs").

2. Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vesting of the 2023 PSUs.

	/s/ James Dillon, As Attorney-in-Fact	02/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Moderna (MRNA) report for its CFO?

Moderna’s CFO, James M. Mock, reported equity compensation activity involving company common stock. On February 11, 2026, performance-based restricted stock units vested, resulting in share acquisition and a related tax-withholding share disposition, both recorded as direct beneficial ownership transactions.

How many Moderna (MRNA) shares did the CFO acquire in the latest Form 4?

The CFO acquired 2,630 shares of Moderna common stock at $0 per share. This reflected the vesting of performance-based restricted stock units granted on February 28, 2023, and represents non-open-market equity compensation rather than a cash purchase on the public market.

Why were some Moderna (MRNA) shares disposed of in the CFO’s filing?

1,278 Moderna shares were disposed of at $41.99 per share to cover tax withholding obligations. These shares were withheld in connection with the vesting of the 2023 performance-based restricted stock units, rather than sold as a discretionary open-market transaction by the executive.

How many Moderna (MRNA) shares does the CFO own after these transactions?

Following the reported transactions, the CFO directly owned 45,224 shares of Moderna common stock. This figure reflects both the 2,630-share acquisition from vesting and the 1,278-share tax-withholding disposition reported for February 11, 2026.

What is the nature of the Moderna (MRNA) equity granted to the CFO?

The equity involves performance-based restricted stock units, referred to as the 2023 PSUs. These units were granted on February 28, 2023, and vested on February 11, 2026, resulting in the issuance of 2,630 shares of Moderna common stock to the CFO.

Was the Moderna (MRNA) CFO’s share disposition an open-market sale?

The disposition was characterized as a tax-withholding event rather than an open-market sale. Shares were withheld at the CFO’s election to satisfy tax obligations triggered by the vesting of performance-based restricted stock units, at a reported price of $41.99 per share.