Moderna (MRNA) CEO acquires 688,073 shares via option exercise

Rhea-AI Filing Summary

The Chief Executive Officer and director of Moderna, Inc. reported exercising a stock option for 688,073 shares of common stock on 12/11/2025. The option, which was fully vested and scheduled to expire on February 23, 2026, had an exercise price of $10.90 per share. The reporting person paid $7,499,995.70 for the shares and $5,998,279.76 of withholding taxes in cash, for a total of $13,498,275.46, and no shares were sold or withheld to fund the exercise. After the transaction, the reporting person beneficially owned 6,181,970 Moderna shares directly, and additional indirect holdings were reported for Boston Biotech Ventures (9,210,686 shares) and OCHA LLC (6,564,880 shares), for which beneficial ownership is disclaimed except to any pecuniary interest.

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

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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^*

Bancel Stephane

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/11/2025

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	12/11/2025		M(1)		688,073	A	$10.9	6,181,970	D
Common Stock								9,210,686	I	See Footnote(2)
Common Stock								6,564,880	I	See Footnote(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
Stock Option (Right to Buy)	$10.9	12/11/2025		M(1)			688,073	(4)	02/23/2026	Common Stock	688,073	$0	0	D

Explanation of Responses:

1. The Reporting Person acquired 688,073 shares of the Issuer's common stock upon the exercise in full of a stock option scheduled to expire on February 23, 2026. The option would have been forfeited if not exercised prior to that date. The Reporting Person paid the full exercise price of $7,499,995.70 ($10.90 per share) and applicable withholding taxes of $5,998,279.76 in cash, for a total cash amount of $13,498,275.46. No shares of the Issuer were sold or withheld in connection with the exercise.

2. These shares are owned directly by Boston Biotech Ventures. 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.

3. These shares are owned directly by OCHA LLC ("OCHA"). The reporting person is the majority equity unit holder and the sole managing member of OCHA. 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. This option is fully vested and exercisable.

	/s/ James Dillon, as Attorney-in-Fact	12/15/2025
	** 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.

FAQ

What insider transaction did Moderna (MRNA) report in this filing?

The filing reports that Moderna's Chief Executive Officer and director exercised a stock option and acquired 688,073 shares of Moderna common stock on 12/11/2025.

At what price were the Moderna (MRNA) stock options exercised and how much cash was paid?

The stock option was exercised at $10.90 per share, with the reporting person paying $7,499,995.70 for the shares and $5,998,279.76 in withholding taxes, for a total cash outlay of $13,498,275.46.

Were any Moderna (MRNA) shares sold or withheld to cover the option exercise?

No. The filing states that no shares of Moderna were sold or withheld in connection with the option exercise; all amounts were paid in cash.

How many Moderna (MRNA) shares does the reporting person hold directly after this transaction?

Following the transaction, the reporting person directly beneficially owned 6,181,970 shares of Moderna common stock.

What indirect Moderna (MRNA) share holdings are reported for the insider?

Indirect holdings are reported as 9,210,686 shares owned by Boston Biotech Ventures and 6,564,880 shares owned by OCHA LLC. The reporting person disclaims Section 16 beneficial ownership of these securities except to the extent of any pecuniary interest.

When was the Moderna (MRNA) stock option scheduled to expire?

The stock option exercised for 688,073 shares was fully vested and scheduled to expire on February 23, 2026, and would have been forfeited if not exercised before that date.