[Form 4] Moderna, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Insider transactions by Moderna CFO James M. Mock: The filing reports restricted stock unit (RSU) activity for James M. Mock on 08/27/2025 and 08/28/2025. On 08/27/2025, 774 RSUs were converted into 774 shares of common stock and 375 shares were withheld to satisfy tax withholding, leaving 17,340 shares beneficially owned after the reported sale or disposition. On 08/28/2025, 329 RSUs converted into 329 shares and 160 shares were withheld for taxes, leaving 17,509 shares beneficially owned. Vesting schedules for the awards are disclosed and tax-withholding elections are noted.

Positive

• RSU conversions into common stock were reported, demonstrating compensation realization through standard vesting.
• Vesting schedule disclosed (25% initial vest with quarterly installments) provides transparency on award terms.
• Tax withholding election was executed to cover obligations, which avoids open-market sell-offs to satisfy taxes.

Negative

• Shares withheld for tax (375 on 08/27/2025 and 160 on 08/28/2025) reduced the net shares received from vesting.

Insights

Financial Analyst

TL;DR: Routine executive RSU vesting and withholding; modest net share increases reported, no cash trades disclosed.

The Form 4 discloses non-derivative acquisitions from RSU vesting on 08/27/2025 and 08/28/2025 and corresponding share withholding to cover tax obligations. The transactions reflect scheduled vesting under previously granted awards rather than open-market purchases or stock sales. Reported beneficial ownership totals (around 17.3k–17.7k shares) are consistent with an officer-level holding and there is no indication of derivative exercise for cash proceeds. Impact on share count is limited to tax-withheld shares, and the filing does not disclose any material change in ownership percentage.

Corporate Governance Expert

TL;DR: Disclosure aligns with Rule 16 timing and shows tax-withholding elections on vested RSUs; procedural and routine.

The report provides required disclosure of RSU vesting events and the reporting person’s election to have shares withheld to satisfy tax withholding. Vesting schedules are documented, showing initial 25% vesting dates with subsequent quarterly vesting, matching typical executive compensation arrangements. The filing is procedural, timely (filed 08/29/2025), and signed by an attorney-in-fact, meeting signature requirements. No governance concerns or unusual compensation practices are evident from the disclosed transactions alone.

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^*

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)
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)	17,715	D
Common Stock	08/27/2025		F(2)		375	D	$24.73	17,340	D
Common Stock	08/28/2025		M(1)		329	A	(1)	17,669	D
Common Stock	08/28/2025		F(2)		160	D	$25.1	17,509	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).
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 transactions did Moderna (MRNA) insider James M. Mock report on Form 4?

The Form 4 reports conversion of RSUs into common stock on 08/27/2025 (774 RSUs) and 08/28/2025 (329 RSUs), with shares withheld for taxes.

How many shares were withheld for taxes in these filings?

The filing shows 375 shares withheld on 08/27/2025 and 160 shares withheld on 08/28/2025 to satisfy tax withholding obligations.

What were the beneficial ownership totals after the reported transactions?

After the reported transactions, beneficial ownership is shown as approximately 17,340 shares and 17,509 shares following the respective dates.

Do these Form 4 entries indicate open-market purchases or sales?

No open-market purchases or sales are reported; the entries reflect RSU vesting conversions and share withholding for taxes.

What vesting schedule is disclosed for the RSU awards?

The explanations state 25% of the RSU award vested on Feb 27, 2025 (or Feb 28, 2024 for another award) with the remainder vesting in twelve equal quarterly installments.