Moderna (MRNA) CEO reports PSU vesting and tax-withheld shares

Rhea-AI Filing Summary

Moderna, Inc. chief executive Stephane Bancel reported equity compensation activity involving company common stock. On February 11, 2026, performance-based restricted stock units granted on February 28, 2023 vested, resulting in an acquisition of 11,271 common shares at $0. On the same date, 5,450 shares were disposed of at $41.99 per share to cover tax withholding obligations related to this vesting, a non‑open‑market tax-withholding disposition. Following these transactions, Bancel directly held 6,187,791 common shares. The filing also reports indirect holdings of 9,210,686 shares through Boston Biotech Ventures and 6,564,880 shares through OCHA LLC, for which he disclaims beneficial ownership except for any pecuniary interest.

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^*

Bancel Stephane

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive 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)		11,271	A	$0	6,193,241	D
Common Stock	02/11/2026		F(2)		5,450	D	$41.99	6,187,791	D
Common Stock								9,210,686	I	See Footnote(3)
Common Stock								6,564,880	I	See Footnote(4)

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.

3. These shares are owned directly by Boston Biotech Ventures. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

4. These shares are owned directly by OCHA LLC ("OCHA"). The reporting person is the majority equity unit holder and the sole managing member of OCHA. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

	/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.
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FAQ

What insider transactions did Moderna (MRNA) CEO Stephane Bancel report?

Stephane Bancel reported equity compensation activity, including vesting of performance-based restricted stock units and related tax withholding. He acquired 11,271 common shares at $0 and disposed of 5,450 shares at $41.99 to satisfy tax obligations on February 11, 2026.

Was Stephane Bancel’s Form 4 transaction a market buy or sell of MRNA shares?

The filing shows no open-market buy or sell. Bancel acquired 11,271 shares through vesting of performance-based restricted stock units and disposed of 5,450 shares specifically to cover tax withholding, a non‑discretionary tax-withholding disposition rather than a typical market trade.

How many Moderna (MRNA) shares does Stephane Bancel hold directly after the Form 4?

After the reported transactions, Stephane Bancel directly holds 6,187,791 shares of Moderna common stock. This figure reflects the vesting of 11,271 performance-based restricted stock units and the tax-withholding disposition of 5,450 shares reported for February 11, 2026.

What are the indirect Moderna (MRNA) shareholdings linked to Stephane Bancel?

The Form 4 lists 9,210,686 shares owned by Boston Biotech Ventures and 6,564,880 shares owned by OCHA LLC. Bancel is associated with these entities but disclaims beneficial ownership of these securities except to the extent of any pecuniary interest.

What do the performance-based restricted stock units mean for Moderna (MRNA) CEO compensation?

The filing notes vesting of 2023 performance-based restricted stock units (2023 PSUs) granted on February 28, 2023. Vesting delivered 11,271 shares to Stephane Bancel, illustrating how part of his compensation is tied to performance-based equity awards in Moderna common stock.

Why were some of Stephane Bancel’s Moderna (MRNA) shares disposed of in this Form 4?

The 5,450 shares disposed were withheld to satisfy tax withholding obligations arising from the vesting of the 2023 performance-based restricted stock units. This is characterized as a tax-withholding disposition, not a discretionary open-market sale of Moderna shares.