Moderna (MRNA) president logs RSU vesting and tax-withholding share dispositions

Rhea-AI Filing Summary

Moderna, Inc. President Stephen Hoge reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding. On May 27 and May 28, 2026, RSUs converted into a total of 2,047 shares of common stock, reflecting vesting of prior awards.

To cover tax obligations on these vestings, a total of 990 common shares were withheld at prices of $47.03 and $47.61 per share, categorized as tax-withholding dispositions rather than open-market sales. Following these transactions, Hoge directly held about 1,479,054 shares of Moderna common stock. The filing also reports 151,933 shares held by a trust for the benefit of his spouse and children and 4,116 shares held by Valhalla, LLC as indirect holdings, with beneficial ownership of the trust shares disclaimed except for any pecuniary interest.

Insights

Equity compensation and governance analyst

Routine RSU vesting with tax withholding; no open-market trading signal.

The filing shows Stephen Hoge receiving 2,047 common shares through restricted stock unit vesting on May 27–28, 2026. This is standard equity compensation, with a corresponding reduction in RSU balances and an increase in directly held common shares.

To satisfy tax obligations on these vestings, 990 shares were withheld at prices of $47.03 and $47.61 per share. These F-code entries are payment of tax liabilities, not discretionary market sales, so they carry limited information about Hoge’s view of the stock.

Post-transaction, Hoge directly owns about 1,479,054 shares, while indirect holdings include 151,933 shares in a family trust and 4,116 shares via Valhalla, LLC, with the filing disclaiming Section 16 beneficial ownership of the trust shares beyond any pecuniary interest. Overall, this appears to be routine, compensation-driven activity rather than a thesis-changing event.

Insider Trade Summary

2,047 shares exercised/converted

Mixed 8 txns

Insider Hoge Stephen

Role President

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	610	$0.00	--
Exercise	Common Stock	610	$0.00	--
Tax Withholding	Common Stock	295	$47.61	$14K
Exercise	Restricted Stock Units	1,437	$0.00	--
Exercise	Common Stock	1,437	$0.00	--
Tax Withholding	Common Stock	695	$47.03	$33K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 1,832 shares (Direct, null); Common Stock — 1,479,349 shares (Direct, null); 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.

Key Figures

RSU shares vested: 2,047 shares Shares withheld for taxes: 990 shares Direct common shares after transactions: 1,479,054 shares +4 more

7 metrics

RSU shares vested 2,047 shares Common stock from RSU conversion on May 27–28, 2026

Shares withheld for taxes 990 shares Tax-withholding dispositions at $47.03 and $47.61 per share

Direct common shares after transactions 1,479,054 shares Total common stock directly held by Hoge following Form 4 transactions

Trust indirect holdings 151,933 shares Common stock held by a trust for Hoge’s spouse and children

Valhalla, LLC holdings 4,116 shares Common stock reported as indirectly owned through Valhalla, LLC

Tax withholding price 1 $47.03/share Price used for 695 shares withheld on May 27, 2026

Tax withholding price 2 $47.61/share Price used for 295 shares withheld on May 28, 2026

Key Terms

Restricted Stock Units, tax withholding obligations, Section 16 beneficial ownership, pecuniary interest, +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

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

Section 16 beneficial ownership financial

"The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any."

pecuniary interest financial

"except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission."

quarterly installments financial

"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 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)
	President

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/27/2026		M(1)		1,437	A	(1)	1,479,434	D
Common Stock	05/27/2026		F(2)		695	D	$47.03	1,478,739	D
Common Stock	05/28/2026		M(1)		610	A	(1)	1,479,349	D
Common Stock	05/28/2026		F(2)		295	D	$47.61	1,479,054	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)	05/27/2026		M(1)			1,437	(4)	(4)	Common Stock	1,437	$0	10,058	D
Restricted Stock Units	(1)	05/28/2026		M(1)			610	(5)	(5)	Common Stock	610	$0	1,832	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	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)

FAQ

What insider transactions did Moderna (MRNA) President Stephen Hoge report?

Stephen Hoge reported RSU vesting that converted into 2,047 Moderna common shares on May 27–28, 2026. To cover related tax obligations, 990 shares were withheld, classified as tax-withholding dispositions rather than open-market sales, while his direct share ownership increased.

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

The Form 4 shows no open-market purchases or sales by Stephen Hoge. Reported dispositions, totaling 990 shares, were shares withheld to satisfy tax obligations on RSU vesting, not discretionary trades, so they do not represent traditional buy or sell decisions in the market.

How many Moderna (MRNA) shares does Stephen Hoge hold after these transactions?

After the reported transactions, Stephen Hoge directly holds about 1,479,054 shares of Moderna common stock. The filing also lists 151,933 shares in a family trust and 4,116 shares via Valhalla, LLC as indirect holdings, with a partial beneficial ownership disclaimer on the trust shares.

What restricted stock unit activity did Moderna (MRNA) disclose for Stephen Hoge?

The filing reports RSUs converting into 2,047 common shares of Moderna on May 27–28, 2026. Footnotes explain RSUs convert one-for-one into common stock and vest in quarterly installments after an initial 25% vesting on February 28, 2024 and February 27, 2025, respectively.

How were tax obligations handled on Stephen Hoge’s Moderna (MRNA) RSU vesting?

To satisfy tax obligations from RSU vesting, 990 common shares were withheld at $47.03 and $47.61 per share. A footnote states these shares were withheld at Hoge’s election for tax withholding, categorized under transaction code F as payment of tax liabilities using shares.

What indirect Moderna (MRNA) holdings related to Stephen Hoge are disclosed?

The Form 4 shows 151,933 Moderna shares owned by a trust for his spouse and children and 4,116 shares held by Valhalla, LLC. A footnote disclaims Section 16 beneficial ownership of the trust’s shares, except for any pecuniary interest Hoge may have in them.