[Form 4] Moderna, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Reporting person: Shannon Thyme Klinger, Chief Legal Officer of Moderna, reported equity transactions in the issuer's common stock. The filing shows conversion of restricted stock units (RSUs) into common shares and contemporaneous share withholdings to satisfy tax obligations. Specifically, 774 RSUs converted into 774 shares on 08/27/2025 and 329 RSUs converted into 329 shares on 08/28/2025. On 08/27/2025 the reporting person had 28,257 shares after a 774-share conversion and a 375-share withholding; on 08/28/2025 the filing shows 28,051 shares after a 329-share conversion and a 160-share withholding. The RSU awards vest 25% at the initial vesting date with the remainder in twelve equal quarterly installments.

Positive

• RSU vesting occurred as scheduled, demonstrating compensation functioning as intended
• Tax withholding satisfied via share withholding, avoiding immediate cash tax payment by the officer

Negative

• Share withholding reduced reported beneficial ownership by the amounts withheld (375 and 160 shares)
• Insider holdings changed, which slightly increases share count outstanding due to RSU conversions

Insights

Corporate Governance Expert

TL;DR: Officer exercised automatic vesting and used share withholding for taxes; routine executive compensation activity with no unusual transfer.

The transactions consist of scheduled RSU vesting and withholding to satisfy tax liabilities. This is a standard compensation process that modestly adjusts the officer's direct holdings without indicating open-market sales. The vesting schedule disclosed (25% initial vest, remainder quarterly over twelve installments) clarifies future dilution/timing of additional share issuances tied to service.

Securities Analyst

TL;DR: Small-scale conversions and tax withholdings changed beneficial ownership by a few hundred shares; immaterial to capitalization.

The net changes reported (conversions of 774 and 329 RSUs with withholding of 375 and 160 shares) alter the officer's holdings by several hundred shares per event. Relative to the company’s outstanding share count, these are immaterial movements and reflect routine compensation settlement rather than active market dispositions at economic scale.

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

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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^*

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)
08/27/2025

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	08/27/2025		M(1)		774	A	(1)	28,257	D
Common Stock	08/27/2025		F(2)		375	D	$24.73	27,882	D
Common Stock	08/28/2025		M(1)		329	A	(1)	28,211	D
Common Stock	08/28/2025		F(2)		160	D	$25.1	28,051	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)	08/27/2025		M(1)			774	(3)	(3)	Common Stock	774	$0	7,736	D
Restricted Stock Units	(1)	08/28/2025		M(1)			329	(4)	(4)	Common Stock	329	$0	1,973	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	08/29/2025
	** 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).
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FAQ

Who filed the Form 4 for MRNA?

The reporting person is Shannon Thyme Klinger, identified as the Chief Legal Officer of Moderna.

What transactions are reported on this Form 4 for MRNA?

The filing reports conversion of RSUs into common stock (774 shares on 08/27/2025 and 329 shares on 08/28/2025) and share withholding for taxes (375 and 160 shares).

How many shares did the reporting person own after the reported transactions?

Following the 08/27/2025 transactions the report shows 28,257 shares; following the 08/28/2025 transactions it shows 28,051 shares.

What is the vesting schedule for the RSU awards mentioned?

The RSU awards vest 25% at the initial vesting date with the remainder vesting in twelve equal quarterly installments thereafter.

Were any open-market sales reported in this Form 4 for MRNA?

No open-market sales are reported; the dispositions were share withholdings to satisfy tax withholding obligations, not sales at market.