MRNA Form 4: Chief Legal Officer 232 RSUs Vest, 113 Shares Withheld

Shannon Thyme Klinger, Moderna Chief Legal Officer, reported insider transactions on Form 4 showing restricted stock units converted and shares withheld for taxes.

Rhea-AI Filing Summary

Shannon Thyme Klinger, Moderna Chief Legal Officer, reported insider transactions on Form 4 showing restricted stock units converted and shares withheld for taxes. On 08/29/2025, 232 restricted stock units vested and converted one-for-one into 232 shares of Moderna common stock. The reporting person elected to withhold 113 shares to satisfy tax-withholding obligations at a price of $24.47 per share. After these transactions, the reporting person beneficially owned 28,170 shares of common stock. The form is signed by an attorney-in-fact on 09/02/2025. The filing discloses the original vesting schedule: 25% vested on March 1, 2023, with the remainder vesting in twelve equal quarterly installments.

Positive

• 232 restricted stock units vested and converted into common stock, increasing insider alignment with shareholders
• Reporting identifies role as Chief Legal Officer, providing clarity about the insider's position
• Filing includes vesting schedule details (25% vested March 1, 2023; remainder in twelve equal quarterly installments)

Negative

• 113 shares were withheld to satisfy tax-withholding obligations, reducing the net share increase from the vesting
• Reported withholding price $24.47 indicates the tax-related disposition price for the withheld shares

Insights

Financial Analyst

TL;DR: Insider vested 232 RSUs, sold/withheld 113 shares for taxes, net ownership remains material at 28,170 shares.

The filing documents a routine compensation vesting event rather than a discretionary open-market sale. Vesting converted 232 restricted stock units into common shares, while 113 shares were withheld to cover tax obligations at $24.47 each. The remaining beneficial ownership of 28,170 shares reflects continued insider alignment with shareholders. There is no indication of additional purchases or open-market dispositions in this filing, so earnings or firm-level liquidity impacts are not shown.

Corporate Governance Expert

TL;DR: This is a standard equity compensation disclosure by a named officer; timing and withholding are consistent with planned vesting.

The Form 4 identifies the reporting person as the Chief Legal Officer and shows transactions tied to previously granted restricted stock units. The explanation confirms a documented vesting schedule (25% vested March 1, 2023; remainder in twelve equal quarterly installments). The use of share-withholding to satisfy tax obligations is common and preserves an otherwise standard vesting outcome. The form is executed by an attorney-in-fact, with signature dated 09/02/2025, which documents procedural compliance with reporting requirements.

Insider Trade Summary

232 shares exercised/converted

Exercise 3 txns

Insider Klinger Shannon Thyme

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	232	$0.00	$0.00
Exercise	Common Stock	232	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	113	$24.47	$3K

Holdings After Transaction: Restricted Stock Units — 466 contracts (Direct); Common Stock — 28,170 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. F2. 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. F3. 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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider activity did Moderna (MRNA) report for Shannon Thyme Klinger?

The filing reports that 232 restricted stock units vested on 08/29/2025 and converted into 232 common shares; 113 shares were withheld for tax obligations at $24.47 per share.

How many Moderna shares does the reporting person beneficially own after the transactions?

Following the reported transactions, the reporting person beneficially owns 28,170 shares of Moderna common stock.

What is the reporting person’s relationship to Moderna in this Form 4?

The Form 4 lists the reporting person as an Officer with the title Chief Legal Officer.

When did the restricted stock units vest and what was the vesting schedule?

The restricted stock units converted on 08/29/2025. The award vested 25% on March 1, 2023, with the remainder vesting in twelve equal quarterly installments thereafter.

Who signed the Form 4 and when was it signed?

The form was signed by James Dillon, as Attorney-in-Fact on 09/02/2025.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Form 4 Insider Transactions: What Each Field Means →

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Accepted by SEC EDGAR 09/02/2025 - 05:26 PM Learn about SEC filing dates

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^*

Klinger Shannon Thyme

(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 Legal Officer

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)		232	A	(1)	28,283	D
Common Stock	08/29/2025		F(2)		113	D	$24.47	28,170	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
Restricted Stock Units	(1)	08/29/2025		M(1)			232	(3)	(3)	Common Stock	232	$0	466	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. 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.