MRNA Form 4: Stephen Hoge Converts 651 RSUs; 315 Shares Withheld for Taxes

Rhea-AI Filing Summary

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.

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU vesting and tax-withholding; no governance red flags disclosed.

The Form 4 documents standard vesting and conversion of restricted stock units for Moderna's President, with a small number of shares withheld for taxes. The report discloses both direct and indirect holdings, and includes a disclaimer regarding trust-owned shares held for family benefit. Transactions appear administrative rather than indicative of material changes in insider ownership control.

Securities Analyst

TL;DR: Minor insider share increase from RSU vesting; tax withholding reduced net share count.

The filing shows 651 RSUs converting into common stock and 315 shares withheld to satisfy tax obligations. The net effect is a modest increase in the reporting person's direct share count. The sizes reported are small relative to total holdings disclosed, suggesting limited market impact. All details are explicit and routine.

Insider Trade Summary

651 shares exercised/converted

Mixed 5 txns

Insider Hoge Stephen

Role President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	651	$0.00	--
Exercise	Common Stock	651	$0.00	--
Tax Withholding	Common Stock	315	$24.47	$8K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,304 shares (Direct); Common Stock — 1,453,827 shares (Direct); Common Stock — 4,116 shares (Indirect, By Valhalla, LLC)

Footnotes (1)

1. Restricted stock units convert into common stock on a one-for-one basis. Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vest of restricted stock units. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
08/29/2025

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	08/29/2025		M(1)		651	A	(1)	1,453,827	D
Common Stock	08/29/2025		F(2)		315	D	$24.47	1,453,512	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)	08/29/2025		M(1)			651	(4)	(4)	Common Stock	651	$0	1,304	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.

	/s/ James Dillon, as Attorney-in-Fact	09/02/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What did Stephen Hoge report on the Form 4 for MRNA?

He reported conversion of 651 RSUs into 651 shares, withholding of 315 shares for taxes, and beneficial ownership totaling 1,453,827 shares direct plus indirect holdings.

When did the reported transactions occur?

The transactions and RSU conversion occurred on 08/29/2025, with the Form 4 signed by an attorney-in-fact on 09/02/2025.

How many shares are held indirectly by Hoge according to the filing?

The filing discloses 4,116 shares held via Valhalla, LLC and 151,933 shares held in a trust for his spouse and children.

Why were 315 shares reported as disposed of?

The 315 shares represent shares withheld by the reporting person to satisfy tax withholding obligations related to RSU vesting.

Does Stephen Hoge claim beneficial ownership of the trust shares?

He disclaims Section 16 beneficial ownership of the trust shares except to the extent of any pecuniary interest, per the filing explanation.