MRNA Insider Filing: Hoge Converts RSUs; Shares Withheld for Taxes

Rhea-AI Filing Summary

Stephen Hoge, President and director of Moderna, Inc. (MRNA), reported Section 16 transactions showing conversion of restricted stock units into common stock and related share withholding for taxes. On 08/27/2025, 1,437 RSUs converted into common stock and 695 shares were withheld at $24.73 to satisfy tax obligations, leaving 1,453,556 shares beneficially owned after that transaction. On 08/28/2025, 611 RSUs converted and 296 shares were withheld at $25.10, with total owned shares reported at 1,453,176. The report also discloses 4,116 shares held indirectly by Valhalla, LLC and 151,933 shares owned by a trust for the benefit of the reporting person’s spouse and children, of which the reporting person disclaims beneficial ownership except to the extent of any pecuniary interest.

Positive

• RSUs converted to common stock on a one-for-one basis, reflecting compensation vesting
• Reporting person retains substantial beneficial ownership (reported ~1,453,176 shares)

Negative

• Shares withheld to satisfy tax obligations (695 shares at $24.73 and 296 shares at $25.10)
• Certain shares are held in a trust for spouse and children, and the reporting person disclaims beneficial ownership

Insights

Securities Analyst

TL;DR: Routine RSU vesting and tax-withholding sales by a senior executive; transactions appear standard and non-material to company operations.

The Form 4 shows conversion of restricted stock units into common shares and contemporaneous share withholding to satisfy tax obligations on vested awards. Quantities are modest relative to total outstanding shares; prices for withheld shares were $24.73 and $25.10. The reporting person retains over 1.45 million shares beneficially, with additional indirect holdings via an LLC and a family trust. These entries reflect compensation-related activity rather than open-market trading for diversification.

Corporate Governance Expert

TL;DR: Disclosures are complete for Section 16 purposes and include appropriate beneficial ownership disclaimers.

The filing includes clear explanations: one-for-one RSU conversion, tax-withholding share dispositions, vesting schedules for the RSU awards, and a disclaimer regarding trust-held shares. The signature by an attorney-in-fact is provided. From a governance perspective, the report meets Form 4 disclosure requirements and documents the nature and timing of insider compensation-related transactions.

Insider Trade Summary

2,048 shares exercised/converted

Mixed 8 txns

Insider Hoge Stephen

Role President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	611	$0.00	--
Exercise	Common Stock	611	$0.00	--
Tax Withholding	Common Stock	296	$25.10	$7K
Exercise	Restricted Stock Units	1,437	$0.00	--
Exercise	Common Stock	1,437	$0.00	--
Tax Withholding	Common Stock	695	$24.73	$17K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 3,663 shares (Direct); Common Stock — 1,453,472 shares (Direct); Common Stock — 4,116 shares (Indirect, By Valhalla, LLC)

Footnotes (1)

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. These shares are owned directly by a trust for the benefit of Dr. Hoge's spouse and children, of which his spouse is a trustee. 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. 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.

Form 4 Insider Transactions: What Each Field Means →

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^*

Hoge Stephen

(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)
	President

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)		1,437	A	(1)	1,453,556	D
Common Stock	08/27/2025		F(2)		695	D	$24.73	1,452,861	D
Common Stock	08/28/2025		M(1)		611	A	(1)	1,453,472	D
Common Stock	08/28/2025		F(2)		296	D	$25.1	1,453,176	D
Common Stock								4,116	I	By Valhalla, LLC
Common Stock								151,933	I	By Trust(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
Restricted Stock Units	(1)	08/27/2025		M(1)			1,437	(4)	(4)	Common Stock	1,437	$0	14,368	D
Restricted Stock Units	(1)	08/28/2025		M(1)			611	(5)	(5)	Common Stock	611	$0	3,663	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. These shares are owned directly by a trust for the benefit of Dr. Hoge's spouse and children, of which his spouse is a trustee. 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. 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 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 Stephen Hoge report on Form 4 for MRNA?

The Form 4 reports conversion of 1,437 RSUs on 08/27/2025 and 611 RSUs on 08/28/2025, with withholding of 695 and 296 shares respectively to satisfy tax obligations.

How many shares does Stephen Hoge beneficially own after these transactions?

The filing shows beneficial ownership totals of 1,453,556 shares after the 08/27/2025 transaction and 1,453,176 shares after the 08/28/2025 transaction.

At what prices were the tax-withheld shares disposed?

Withheld shares were disposed at reported prices of $24.73 for 695 shares and $25.10 for 296 shares.

Are there any indirect holdings disclosed by the reporting person?

Yes. The report lists 4,116 shares held indirectly by Valhalla, LLC and 151,933 shares held by a trust for the benefit of the reporting person’s spouse and children.

Does the reporting person claim beneficial ownership of trust-held shares?

The reporting person disclaims Section 16 beneficial ownership of the trust-held shares except to the extent of any pecuniary interest, as stated in the filing.