What prices are associated with the Moderna (MRNA) tax-withholding share dispositions?

The tax-withholding dispositions used share prices of $47.03 and $47.61 per Moderna share. These prices are used to value shares withheld to pay taxes due on the vesting of restricted stock units, rather than indicating separate open-market sales by the insider.

Moderna (MRNA) Chief Legal Officer reports RSU vesting and tax-share withholdings

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Moderna, Inc.’s Chief Legal Officer Shannon Thyme Klinger reported routine equity compensation activity involving restricted stock units (RSUs). On May 27 and 28, 2026, RSUs converted into a total of 1,101 shares of common stock, reflecting scheduled vesting of prior awards.

Across the same two days, 533 shares of common stock were disposed of at prices of $47.03 and $47.61 per share, solely to satisfy tax withholding obligations associated with the RSU vests. These transactions are not open-market purchases or sales and leave Klinger with a continuing direct ownership stake in Moderna common stock.

Insider Trade Summary

1,101 shares exercised/converted

Mixed 6 txns

Insider Klinger Shannon Thyme

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	328	$0.00	--
Exercise	Common Stock	328	$0.00	--
Tax Withholding	Common Stock	159	$47.61	$8K
Exercise	Restricted Stock Units	773	$0.00	--
Exercise	Common Stock	773	$0.00	--
Tax Withholding	Common Stock	374	$47.03	$18K

Holdings After Transaction: Restricted Stock Units — 987 shares (Direct, null); Common Stock — 66,509 shares (Direct, null)

Footnotes (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. 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. 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.

Key Figures

RSU conversions to common stock: 1,101 shares Tax-withheld shares: 533 shares Tax-withholding price May 27, 2026: $47.03 per share +3 more

6 metrics

RSU conversions to common stock 1,101 shares Total RSUs converted into common stock on May 27–28, 2026

Tax-withheld shares 533 shares Shares withheld to satisfy tax obligations on May 27–28, 2026

Tax-withholding price May 27, 2026 $47.03 per share Price used for 374 shares withheld for taxes

Tax-withholding price May 28, 2026 $47.61 per share Price used for 159 shares withheld for taxes

RSU conversion May 27, 2026 773 RSUs Restricted stock units converting into 773 common shares

RSU conversion May 28, 2026 328 RSUs Restricted stock units converting into 328 common shares

Key Terms

Restricted stock units, tax withholding obligations, derivative security, exercise or conversion of derivative security, +1 more

5 terms

Restricted stock units financial

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

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

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

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

exercise or conversion of derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

Payment of exercise price or tax liability by delivering securities financial

"transaction_code_description: Payment of exercise price or tax liability by delivering securities"

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 05:10 PM

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

MASSACHUSETTS

02142

(City)

(State)

(Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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

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

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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2026		M⁽¹⁾		773	A	⁽¹⁾	66,555	D
Common Stock	05/27/2026		F⁽²⁾		374	D	$47.03	66,181	D
Common Stock	05/28/2026		M⁽¹⁾		328	A	⁽¹⁾	66,509	D
Common Stock	05/28/2026		F⁽²⁾		159	D	$47.61	66,350	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/27/2026		M⁽¹⁾			773	⁽³⁾	⁽³⁾	Common Stock	773	$0	5,416	D
Restricted Stock Units	⁽¹⁾	05/28/2026		M⁽¹⁾			328	⁽⁴⁾	⁽⁴⁾	Common Stock	328	$0	987	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 February 27, 2025 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

4. 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.

	/s/ James Dillon, as Attorney-in-Fact	05/29/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

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

Moderna reported that Chief Legal Officer Shannon Thyme Klinger had restricted stock units vest into common shares and simultaneously disposed of some shares to cover tax obligations, reflecting routine equity compensation activity rather than open-market buying or selling.

How many Moderna (MRNA) shares were acquired through RSU vesting in this Form 4?

The Form 4 shows 1,101 shares of Moderna common stock were acquired through the conversion of restricted stock units, split between 773 shares on May 27, 2026 and 328 shares on May 28, 2026, as part of scheduled vesting from prior equity awards.

Were the Moderna (MRNA) insider transactions open-market sales by Shannon Thyme Klinger?

No. The reported dispositions of 374 and 159 Moderna shares were tax-withholding transactions. Shares were withheld to satisfy tax obligations arising from RSU vesting, not sold in open-market trades, so they do not represent discretionary selling by the insider.

How do the restricted stock units reported by Moderna (MRNA) convert into shares?

The footnotes state that restricted stock units convert into Moderna common stock on a one-for-one basis. As specific vesting tranches are reached, each vested RSU automatically turns into one share of common stock, which is then reflected in the insider’s reported holdings.