Moderna (MRNA) CFO awarded options, RSUs and withholds shares for taxes

Rhea-AI Filing Summary

Moderna, Inc. Chief Financial Officer James M. Mock reported several equity compensation transactions. On March 1, 2026, he received a grant of 37,639 stock options and 49,569 restricted stock units (RSUs), with options and RSUs vesting 25% on March 1, 2027 and the remainder in twelve quarterly installments.

On February 27, 2026, multiple RSU awards converted into common stock on a one-for-one basis, and shares totaling 160, 375, and 4,788 were disposed of at $51.71 per share to cover tax withholding obligations. Following these transactions, Mock continued to hold common stock and derivative awards directly.

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^*

Mock James M

(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 Financial Officer

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)		329	A	(1)	45,553	D
Common Stock	02/27/2026		F(2)		160	D	$51.71	45,393	D
Common Stock	02/27/2026		M(1)		774	A	(1)	46,167	D
Common Stock	02/27/2026		F(2)		375	D	$51.71	45,792	D
Common Stock	02/27/2026		M(1)		9,901	A	(1)	55,693	D
Common Stock	02/27/2026		F(2)		4,788	D	$51.71	50,905	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)	02/27/2026		M(1)			329	(3)	(3)	Common Stock	329	$0	1,315	D
Restricted Stock Units	(1)	02/27/2026		M(1)			774	(4)	(4)	Common Stock	774	$0	6,189	D
Restricted Stock Units	(1)	02/27/2026		M(1)			9,901	(5)	(5)	Common Stock	9,901	$0	29,705	D
Stock Option (Right to Buy)	$53.57	03/01/2026		A		37,639		03/01/2027(6)	03/01/2036	Common Stock	37,639	$0	37,639	D
Restricted Stock Units	(1)	03/01/2026		A		49,569		(7)	(7)	Common Stock	49,569	$0	49,569	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 28, 2024 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 27, 2025 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 March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

6. 25% of this option will vest and become exercisable on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

7. 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).
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.

FAQ

What equity awards did Moderna (MRNA) CFO James Mock receive?

James M. Mock received a grant of 37,639 stock options and 49,569 restricted stock units. The options and RSUs vest 25% on March 1, 2027, with the remaining 75% vesting in twelve equal quarterly installments thereafter, subject to continued service.

How do James Mock’s Moderna (MRNA) restricted stock units vest?

The RSU award for James Mock vests 25% on March 1, 2027, with the remaining 75% vesting in twelve equal quarterly installments. Earlier RSU awards began vesting on February 28, 2024 and February 27, 2025, following similar 25%-then-quarterly vesting schedules detailed in the filing’s footnotes.

Did the Moderna (MRNA) CFO sell shares in this Form 4 filing?

The filing shows dispositions labeled with code F, representing shares withheld for taxes, not open-market sales. Shares totaling 160, 375, and 4,788 common shares were delivered at $51.71 per share to satisfy tax withholding obligations tied to RSU vesting events.

What does transaction code F mean in the Moderna (MRNA) Form 4?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. For James Mock, code F entries reflect common shares withheld at $51.71 per share to cover tax withholding obligations triggered by restricted stock unit vesting, rather than discretionary market sales.

How do Moderna (MRNA) restricted stock units convert to common stock?

The footnotes state that restricted stock units convert into common stock on a one-for-one basis. On February 27, 2026, RSU awards for 329, 774, and 9,901 units were exercised or converted, increasing James Mock’s directly held common shares before certain shares were withheld for tax obligations.

What is the vesting schedule for James Mock’s Moderna (MRNA) stock options?

The stock option grant vests 25% on March 1, 2027, then in twelve equal quarterly installments. This means the option becomes exercisable gradually over several years, aligning Mock’s potential ownership of common shares with ongoing service and long-term company performance incentives.