Moderna (MRNA) president awarded major new option and RSU grants

Rhea-AI Filing Summary

Moderna, Inc. reported multiple equity transactions involving President Stephen Hoge. On March 1, 2026, he received a stock option covering 125,466 shares and a new award of 165,230 restricted stock units, each at an exercise or acquisition price of $0.00 per share. The new option and RSU awards begin vesting on March 1, 2027, with 25% vesting then and the remainder in twelve equal quarterly installments.

On February 27, 2026, several existing restricted stock unit awards were exercised, converting into common stock on a one-for-one basis. In connection with these vests, portions of the resulting shares were delivered at $51.71 per share to satisfy tax withholding obligations. Following these transactions, Hoge held 1,477,997 shares of common stock directly, plus additional indirect holdings of common stock by Valhalla, LLC and by a trust for his spouse and children, 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

OMB APPROVAL

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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^*

Hoge Stephen

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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	02/27/2026		M(1)		652	A	(1)	1,458,079	D
Common Stock	02/27/2026		F(2)		316	D	$51.71	1,457,763	D
Common Stock	02/27/2026		M(1)		611	A	(1)	1,458,374	D
Common Stock	02/27/2026		F(2)		296	D	$51.71	1,458,078	D
Common Stock	02/27/2026		M(1)		1,436	A	(1)	1,459,514	D
Common Stock	02/27/2026		F(2)		695	D	$51.71	1,458,819	D
Common Stock	02/27/2026		M(1)		37,131	A	(1)	1,495,950	D
Common Stock	02/27/2026		F(2)		17,953	D	$51.71	1,477,997	D
Common Stock								4,116	I	By Valhalla, LLC
Common Stock								151,933	I	By Trust(3)

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
Restricted Stock Units	(1)	02/27/2026		M(1)			652	(4)	(4)	Common Stock	652	$0	0	D
Restricted Stock Units	(1)	02/27/2026		M(1)			611	(5)	(5)	Common Stock	611	$0	2,442	D
Restricted Stock Units	(1)	02/27/2026		M(1)			1,436	(6)	(6)	Common Stock	1,436	$0	11,495	D
Restricted Stock Units	(1)	02/27/2026		M(1)			37,131	(7)	(7)	Common Stock	37,131	$0	111,393	D
Stock Option (Right to Buy)	$53.57	03/01/2026		A		125,466		03/01/2027(8)	03/01/2036	Common Stock	125,466	$0	125,466	D
Restricted Stock Units	(1)	03/01/2026		A		165,230		(9)	(9)	Common Stock	165,230	$0	165,230	D

Explanation of Responses:

1. Restricted stock units convert into common stock on a one-for-one basis.

2. Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vest of restricted stock units.

3. These shares are owned directly by a trust for the benefit of Dr. Hoge's spouse and children, of which his spouse is a trustee. 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. 25% of the shares subject to this restricted stock unit award vested on March 1, 2023 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

5. 25% of the shares subject to this restricted stock unit award vested on February 28, 2024 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

6. 25% of the shares subject to this restricted stock unit award vested on February 27, 2025 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

7. 25% of the shares subject to this restricted stock unit award vested on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

8. 25% of this option will vest and become exercisable on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

9. 25% of the shares subject to this restricted stock unit award will vest on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

	/s/ James Dillon, as Attorney-in-Fact	03/03/2026
	** 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 new equity awards did Moderna (MRNA) President Stephen Hoge receive?

Stephen Hoge received a stock option for 125,466 shares and 165,230 restricted stock units on March 1, 2026, both at an exercise or acquisition price of $0.00 per share, as part of his equity compensation at Moderna.

How do Stephen Hoge’s Moderna restricted stock units convert into common stock?

Hoge’s restricted stock units convert into Moderna common stock on a one-for-one basis. When these RSUs vest, the equivalent number of common shares is issued, with some shares often delivered to cover related tax withholding obligations.

What are the vesting terms for Stephen Hoge’s 2026 Moderna equity grants?

For both the March 1, 2026 stock option and restricted stock unit award, 25% of the shares vest on March 1, 2027, with the remaining 75% vesting in twelve equal quarterly installments thereafter, creating a multi‑year vesting schedule.

Did Stephen Hoge sell Moderna shares in the open market in this Form 4?

The filing shows shares delivered at $51.71 per share to satisfy tax withholding obligations related to vesting restricted stock units. These dispositions are tax-withholding transactions, not reported as open-market sales initiated for portfolio management purposes.

How many Moderna shares does Stephen Hoge hold directly after these transactions?

After the February 27, 2026 transactions, Stephen Hoge directly holds 1,477,997 shares of Moderna common stock. This figure reflects exercises of restricted stock units and shares delivered to cover associated tax withholding obligations on the vesting events.

What indirect Moderna shareholdings are associated with Stephen Hoge?

The filing lists indirect holdings of common stock by Valhalla, LLC and by a trust for Hoge’s spouse and children. For the trust shares, he disclaims Section 16 beneficial ownership, except for any pecuniary interest he may have in those securities.