Moderna legal chief sells 3,471 shares in plan

Moderna, Inc. Chief Legal Officer Shannon Thyme Klinger reported a mix of option exercises, RSU vesting, tax withholding, and a small stock sale.

Rhea-AI Filing Summary

Moderna, Inc. Chief Legal Officer Shannon Thyme Klinger reported a mix of option exercises, RSU vesting, tax withholding, and a small stock sale. She exercised stock options and restricted stock units to acquire a total of 15,269 shares of common stock.

On one date, 3,471 shares of common stock were sold at $50.00 per share in an open-market transaction made under a pre-arranged Rule 10b5-1 trading plan. Separately, 5,705 shares were withheld to cover tax obligations related to RSU vesting, which is not an open-market sale.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 6 txns

Insider Klinger Shannon Thyme

Role Chief Legal Officer

Sold 3,471 shs ($174K)

Approx. gross sale proceeds $174K

Approx. exercise cost $107K

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	11,798	$0.00	$0.00
Exercise	Common Stock	11,798	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	5,705	$51.59	$294K
Exercise	Stock Option (Right to Buy)	3,471	$0.00	$0.00
Exercise	Common Stock	3,471	$30.96	$107K
Sale	Common Stock	3,471	$50.00	$174K

Holdings After Transaction: Stock Option (Right to Buy) — 38,187 contracts (Direct); Restricted Stock Units — 117,976 contracts (Direct); Common Stock — 73,561 shares (Direct)

Footnotes (5)

1. F1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 9, 2025.
2. F2. Restricted stock units convert into common stock on a one-for-one basis.
3. F3. Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vest of restricted stock units.
4. F4. 25% of this option vested and became exercisable on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
5. F5. 25% of the shares subject to this restricted stock unit award vested on December 5, 2025, with the remainder vesting in twelve (12) equal quarterly installments thereafter.

Key Figures

Open-market sale: 3,471 shares at $50.00 Option exercise shares: 3,471 shares at $30.96 RSU conversion: 11,798 shares +3 more

6 metrics

Open-market sale 3,471 shares at $50.00 Common stock sale in open market transaction

Option exercise shares 3,471 shares at $30.96 Common stock acquired via stock option exercise

RSU conversion 11,798 shares Restricted stock units converting into common stock

Total derivative-related shares 15,269 shares Underlying common shares from option and RSU exercises

Tax withholding shares 5,705 shares Shares withheld to satisfy tax obligations on RSU vesting

Option exercise price $30.96 per share Stock option (right to buy) exercise price for 3,471 shares

Key Terms

Rule 10b5-1 trading plan, Restricted stock units, tax withholding obligations, Stock Option (Right to Buy), +1 more

5 terms

Rule 10b5-1 trading plan regulatory

"The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 9, 2025."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

Restricted stock units financial

"Restricted stock units convert into common stock on a one-for-one basis."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vest of restricted stock units."

Stock Option (Right to Buy) financial

"Stock Option (Right to Buy) with an exercise price of 30.9600 and expiration date of 2035-03-01."

vesting in twelve (12) equal quarterly installments financial

"25% of this option vested and became exercisable on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transactions did Moderna (MRNA) report for Shannon Thyme Klinger?

Moderna reported that Chief Legal Officer Shannon Thyme Klinger exercised stock options and RSUs for 15,269 shares, sold 3,471 shares at $50.00, and had 5,705 shares withheld to cover tax obligations related to restricted stock unit vesting.

How many Moderna (MRNA) shares did the legal chief sell and at what price?

Shannon Thyme Klinger sold 3,471 shares of Moderna common stock at $50.00 per share. The sale was described as an open-market transaction executed under a pre-arranged Rule 10b5-1 trading plan adopted on September 9, 2025.

Were Moderna (MRNA) insider sales by Shannon Thyme Klinger pre-planned?

Yes. A footnote states the reported open-market transaction was effected under a Rule 10b5-1 trading plan adopted on September 9, 2025. Such plans pre-schedule trades, which generally indicates routine portfolio management rather than discretionary timing decisions.

What role did tax withholding play in the Moderna (MRNA) Form 4 filing?

The filing shows 5,705 shares of Moderna common stock were withheld to satisfy tax withholding obligations tied to RSU vesting. This F-code disposition represents payment of tax liabilities, not an open-market sale or discretionary reduction of the insider’s economic exposure.

How many Moderna (MRNA) shares came from option exercises and RSU vesting?

The Form 4 shows exercises of derivative securities totaling 15,269 underlying common shares. This includes 11,798 shares from restricted stock units converting into common stock and 3,471 shares from exercising a stock option with a $30.96 per-share exercise price.

What are the terms of the Moderna (MRNA) stock option mentioned in the Form 4?

The stock option covered 3,471 shares of Moderna common stock at a $30.96 exercise price. A footnote explains 25% vested on March 1, 2026, with the remaining 75% vesting in twelve equal quarterly installments through the March 1, 2035 expiration date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/08/2026 - 04:34 PM Learn about SEC filing dates

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).

X

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 MASSACHUSETTS 02142

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/04/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/04/2026		M(1)		3,471	A	$30.96	70,939	D
Common Stock	06/04/2026		S(1)		3,471	D	$50	67,468	D
Common Stock	06/05/2026		M(2)		11,798	A	(2)	79,266	D
Common Stock	06/05/2026		F(3)		5,705	D	$51.59	73,561	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
Stock Option (Right to Buy)	$30.96	06/04/2026		M(1)			3,471	03/01/2026(4)	03/01/2035	Common Stock	3,471	$0	38,187	D
Restricted Stock Units	(2)	06/05/2026		M(2)			11,798	(5)	(5)	Common Stock	11,798	$0	117,976	D

Explanation of Responses:

1. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 9, 2025.

2. Restricted stock units convert into common stock on a one-for-one basis.

3. Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vest of restricted stock units.

4. 25% of this option vested and became exercisable on March 1, 2026 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 December 5, 2025, with the remainder vesting in twelve (12) equal quarterly installments thereafter.

	/s/ James Dillon, as Attorney-in-Fact	06/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)