Moderna (NASDAQ: MRNA) director Noubar Afeyan sells 23,853 shares

Rhea-AI Filing Summary

Moderna director Noubar B. Afeyan, through Flagship Pioneering, Inc., exercised stock options for 23,853 shares of Moderna common stock at $10.90 per share on December 11, 2025, and on the same day sold 23,853 shares at $29.485 per share.

After these transactions, Flagship Pioneering held 3,924 Moderna shares, while affiliated funds held 3,880,328 shares through Flagship Ventures Fund IV, L.P. and 747,897 shares through Flagship Ventures Fund IV-Rx, L.P. Afeyan also directly owned 2,224,015 shares. The options exercised were fully vested, covered 23,853 shares and had been scheduled to expire on February 23, 2026, and Afeyan disclaims beneficial ownership of the fund-held shares except to the extent of his 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

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^*

AFEYAN NOUBAR

(Last) (First) (Middle)

C/O FLAGSHIP PIONEERING, INC.

55 CAMBRIDGE PARKWAY, SUITE 800E

(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
	Officer (give title below)		Other (specify below)

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)		23,853	A	$10.9	27,777	I	By Flagship Pioneering, Inc.(2)
Common Stock	12/11/2025		S		23,853	D	$29.485	3,924	I	By Flagship Pioneering, Inc.(2)
Common Stock								3,880,328	I	By Flagship Ventures Fund IV, L.P.(3)
Common Stock								747,897	I	By Flagship Ventures Fund IV-Rx, L.P.(4)
Common Stock								2,224,015	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)	$10.9	12/11/2025		M(1)			23,853	(5)	02/23/2026	Common Stock	23,853	$0.00	0	I	By Flagship Pioneering, Inc.(2)

Explanation of Responses:

1. On December 11, 2025, Flagship Pioneering, Inc. ("Flagship Pioneering") exercised options to purchase 23,853 shares of the Issuer's Common Stock at $10.90 per share, which options were set to expire on February 23, 2026.

2. The securities are held directly by Flagship Pioneering. Flagship Pioneering is contractually obligated to transfer and/or remit the proceeds of any sale of shares to Flagship Fund IV, L.P. ("Flagship Fund IV"). The reporting person is the CEO and sole stockholder of Flagship Pioneering and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

3. The securities are held directly by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. The reporting person is the sole manager of Flagship Fund IV GP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

4. The securities are held directly by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. The options were fully vested and exercisable.

	Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D.	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 Noubar Afeyan report for Moderna (MRNA)?

Noubar Afeyan, a director of Moderna, reported that Flagship Pioneering exercised options for 23,853 shares of common stock at $10.90 per share and sold 23,853 shares at $29.485 per share on December 11, 2025.

How many Moderna (MRNA) shares does Flagship Pioneering hold after the transaction?

Following the reported trades, Flagship Pioneering, Inc. held 3,924 shares of Moderna common stock indirectly attributed to Afeyan.

How many Moderna (MRNA) shares are held by affiliated Flagship funds?

Flagship Ventures Fund IV, L.P. held 3,880,328 shares, and Flagship Ventures Fund IV-Rx, L.P. held 747,897 shares of Moderna common stock, with Afeyan reported as having an indirect interest subject to his pecuniary stake.

How many Moderna (MRNA) shares does Noubar Afeyan directly own?

The filing shows that Noubar Afeyan directly owned 2,224,015 shares of Moderna common stock in addition to the indirect holdings through Flagship entities.

What were the terms of the Moderna stock options exercised by Noubar Afeyans affiliate?

The derivative table indicates a stock option covering 23,853 shares of Moderna common stock with an exercise price of $10.90 per share, fully vested and exercisable, and scheduled to expire on February 23, 2026.

Does Noubar Afeyan claim full beneficial ownership of the Moderna shares held by Flagship funds?

No. The disclosure states that Afeyan disclaims beneficial ownership of the shares held by Flagship Pioneering, Flagship Fund IV and Flagship Fund IV-Rx, except to the extent of his pecuniary interest in those entities.