MRNA CFO converts 1,453 RSUs; 703 shares withheld at $28.37

Rhea-AI Filing Summary

Moderna, Inc. (MRNA) Chief Financial Officer converted 1,453 restricted stock units into common stock on 10/03/2025, increasing direct holdings to 18,962 shares. On the same date, 703 shares were withheld to cover tax obligations at an effective price of $28.37, leaving total direct beneficial ownership of 18,259 shares after the withholding. The RSUs convert one-for-one and follow a vesting schedule that began with a 25% tranche vesting on 10/05/2023, with the remainder vesting in twelve equal quarterly installments. The filing was signed by an attorney-in-fact on 10/06/2025.

Positive

• 1,453 RSUs vested, converting to common stock and increasing direct ownership
• Withholding for taxes used to satisfy obligations (703 shares), avoiding an open-market sale

Negative

• 703 shares withheld reduced reported post-transaction beneficial ownership to 18,259 shares
• Ongoing quarterly vesting will continue to increase the share count over the next 12 quarters, causing potential dilution

Insights

Corporate Compensation Analyst

Insider vested RSUs and tax-withholding sale altered reported beneficial ownership.

The conversion of 1,453 restricted stock units into common shares increases direct ownership to 18,962 before withholding, reflecting scheduled compensation vesting under the grant that began vesting with a 25% tranche on 10/05/2023.

The withholding of 703 shares at an effective price of $28.37 reduced the post-transaction stake to 18,259 shares; this is a routine tax-withholding method rather than an open-market sale. Monitor remaining scheduled quarterly vesting over the next year for additional share issuances that will further affect dilution and insider ownership metrics.

Equity Ownership Specialist

Reported transactions are routine compensation events with limited immediate market impact.

The transactions consist of an RSU conversion (code M) and share withholding for taxes (code F), which are standard forms of settling employee equity awards and do not indicate discretionary cash sales by the officer.

Investor-relevant items to note are the 18,259 shares reported as beneficially owned after the transactions and the ongoing quarterly vesting schedule that will release more shares over the next 12 quarters, which could modestly affect share count and insider alignment with shareholder interests.

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 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)
10/03/2025

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	10/03/2025		M(1)		1,453	A	(1)	18,962	D
Common Stock	10/03/2025		F(2)		703	D	$28.37	18,259	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)	10/03/2025		M(1)			1,453	(3)	(3)	Common Stock	1,453	$0	5,811	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 October 5, 2023 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

	/s/ James Dillon, As Attorney-in-Fact	10/06/2025
	** 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 exactly was reported on Moderna (MRNA) Form 4 filed here?

The CFO converted 1,453 restricted stock units into common stock on 10/03/2025 and had 703 shares withheld to satisfy tax withholding obligations.

How did the transactions affect the reporting person's holdings in MRNA?

Beneficial ownership was 18,962 shares prior to withholding and 18,259 shares after the 703-share tax withholding.

What price was associated with the withheld shares?

The Form 4 shows a withholding-related transaction at an effective price of $28.37 for 703 shares.

Are these transactions open-market sales or part of compensation settlement?

The conversion (code M) and withholding (code F) indicate RSU vesting and tax withholding, not open-market discretionary sales.

What is the vesting schedule referenced in the filing?

The award vested 25% on 10/05/2023, with the remainder vesting in twelve equal quarterly installments thereafter.