Moderna (MRNA) CFO vests RSUs and withholds 533 shares to cover taxes

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Moderna, Inc. Chief Financial Officer James M. Mock reported routine equity compensation activity involving restricted stock units. On May 27-28, 1,101 restricted stock units were exercised and converted into an equal number of common shares. To cover tax obligations on these vests, 533 common shares were withheld at prices of $47.03 and $47.61 per share, rather than sold on the open market. Following these transactions, Mock directly holds 58,316 shares of Moderna common stock, along with additional unvested restricted stock units.

Insider Trade Summary

1,101 shares exercised/converted

Mixed 6 txns

Insider Mock James M

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	328	$0.00	--
Exercise	Common Stock	328	$0.00	--
Tax Withholding	Common Stock	159	$47.61	$8K
Exercise	Restricted Stock Units	773	$0.00	--
Exercise	Common Stock	773	$0.00	--
Tax Withholding	Common Stock	374	$47.03	$18K

Holdings After Transaction: Restricted Stock Units — 987 shares (Direct, null); Common Stock — 58,475 shares (Direct, null)

Footnotes (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. 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.

Key Figures

RSUs converted to common stock: 1,101 shares Shares withheld for taxes: 533 shares Withholding price on May 27: $47.03 per share +3 more

6 metrics

RSUs converted to common stock 1,101 shares Exercise or conversion of restricted stock units on May 27-28, 2026

Shares withheld for taxes 533 shares Code F tax-withholding dispositions related to RSU vesting

Withholding price on May 27 $47.03 per share Common stock withheld to satisfy tax obligations

Withholding price on May 28 $47.61 per share Common stock withheld to satisfy tax obligations

Common shares held after transactions 58,316 shares Direct Moderna common stock ownership following May 28, 2026 activity

RSUs remaining after May 27 vest 5,416 units Restricted stock unit derivative balance after one vesting event

Key Terms

Restricted stock units, tax withholding obligations, vested, derivative security, +1 more

5 terms

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

"shares withheld at the election of the Reporting Person to satisfy tax withholding obligations"

vested financial

"restricted stock unit award vested on February 27, 2025 with the remainder vesting"

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

non-derivative financial

"transaction_type": "non-derivative""

Form 4 Insider Transactions: What Each Field Means →

05/29/2026 - 05:13 PM

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^*

Mock James M

(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 Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2026		M⁽¹⁾		773	A	⁽¹⁾	58,521	D
Common Stock	05/27/2026		F⁽²⁾		374	D	$47.03	58,147	D
Common Stock	05/28/2026		M⁽¹⁾		328	A	⁽¹⁾	58,475	D
Common Stock	05/28/2026		F⁽²⁾		159	D	$47.61	58,316	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/27/2026		M⁽¹⁾			773	⁽³⁾	⁽³⁾	Common Stock	773	$0	5,416	D
Restricted Stock Units	⁽¹⁾	05/28/2026		M⁽¹⁾			328	⁽⁴⁾	⁽⁴⁾	Common Stock	328	$0	987	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	05/29/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Moderna (MRNA) CFO James M. Mock report in this Form 4?

Moderna CFO James M. Mock reported routine equity compensation activity from vested restricted stock units. On May 27-28, 1,101 RSUs converted into common shares, and 533 shares were withheld at roughly $47 per share to satisfy tax obligations instead of being sold in the market.

Did the Moderna (MRNA) CFO buy or sell shares on the open market?

The Moderna CFO did not report any open-market purchases or sales in this filing. All dispositions were code F tax-withholding transactions, where 533 shares were withheld at $47.03 and $47.61 per share to cover taxes on vesting restricted stock units.

How many Moderna (MRNA) shares does the CFO hold after these transactions?

After these transactions, the Moderna CFO directly holds 58,316 common shares. This figure reflects equity compensation activity on May 27-28, including RSU conversions and tax-withholding dispositions, and it is in addition to his remaining unvested restricted stock unit awards.

What restricted stock unit activity did Moderna (MRNA) disclose for its CFO?

The filing shows 1,101 restricted stock units converted into common stock on May 27-28. Footnotes explain these RSUs vest in scheduled quarterly installments following initial 25% vesting dates in February 2024 and February 2025, reflecting standard long-term incentive compensation.

Why were Moderna (MRNA) shares withheld in the CFO’s Form 4 filing?

Shares were withheld to satisfy tax withholding obligations tied to vested restricted stock units. The CFO elected to deliver 374 shares at $47.03 and 159 shares at $47.61, enabling taxes to be paid without executing separate open-market stock sales.