Was the Moderna (MRNA) share sale by Shannon Thyme Klinger under a Rule 10b5-1 plan?

Yes. A footnote states the reported transaction was effected under a Rule 10b5-1 trading plan adopted on September 9, 2025. Such plans allow pre-arranged trades to occur according to preset instructions, independent of later inside information.

Moderna (NASDAQ: MRNA) CLO logs 13,885-share sale and new equity awards

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Moderna, Inc. Chief Legal Officer Shannon Thyme Klinger reported multiple equity transactions. She exercised stock options and restricted stock units that converted into common shares, then sold 13,885 common shares at $52.29 per share under a Rule 10b5-1 trading plan. Several grants of stock options and restricted stock units were also reported, and her direct common stock holdings were 59,689 shares after these transactions.

Insider Trade Summary

Net Seller: 13,885 shares ($726,047)

Net Sell 17 txns

Insider Klinger Shannon Thyme

Role Chief Legal Officer

Sold 13,885 shs ($726K)

Type	Security	Shares	Price	Value
Exercise	Stock Option (Right to Buy)	13,885	$0.00	--
Exercise	Common Stock	13,885	$30.96	$430K
Sale	Common Stock	13,885	$52.29	$726K
Grant/Award	Stock Option (Right to Buy)	29,275	$0.00	--
Grant/Award	Restricted Stock Units	38,553	$0.00	--
Exercise	Restricted Stock Units	233	$0.00	--
Exercise	Restricted Stock Units	329	$0.00	--
Exercise	Restricted Stock Units	774	$0.00	--
Exercise	Restricted Stock Units	8,663	$0.00	--
Exercise	Common Stock	233	$0.00	--
Tax Withholding	Common Stock	113	$51.71	$6K
Exercise	Common Stock	329	$0.00	--
Tax Withholding	Common Stock	160	$51.71	$8K
Exercise	Common Stock	774	$0.00	--
Tax Withholding	Common Stock	375	$51.71	$19K
Exercise	Common Stock	8,663	$0.00	--
Tax Withholding	Common Stock	4,189	$51.71	$217K

Holdings After Transaction: Stock Option (Right to Buy) — 41,658 shares (Direct); Common Stock — 73,574 shares (Direct); Restricted Stock Units — 38,553 shares (Direct)

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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 9, 2025. 25% of the shares subject to this restricted stock unit award vested on March 1, 2023 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. 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 March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter. 25% of this option will vest and become exercisable on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter. 25% of the shares subject to this restricted stock unit award will vest on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter. 25% of this option vested and became exercisable on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

Form 4 Insider Transactions: What Each Field Means →

03/03/2026 - 04:10 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^*

Klinger Shannon Thyme

(Last)

(First)

(Middle)

C/O MODERNA, INC.

325 BINNEY STREET

(Street)

CAMBRIDGE

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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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)
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	02/27/2026		M⁽¹⁾		233	A	⁽¹⁾	54,760	D
Common Stock	02/27/2026		F⁽²⁾		113	D	$51.71	54,647	D
Common Stock	02/27/2026		M⁽¹⁾		329	A	⁽¹⁾	54,976	D
Common Stock	02/27/2026		F⁽²⁾		160	D	$51.71	54,816	D
Common Stock	02/27/2026		M⁽¹⁾		774	A	⁽¹⁾	55,590	D
Common Stock	02/27/2026		F⁽²⁾		375	D	$51.71	55,215	D
Common Stock	02/27/2026		M⁽¹⁾		8,663	A	⁽¹⁾	63,878	D
Common Stock	02/27/2026		F⁽²⁾		4,189	D	$51.71	59,689	D
Common Stock	03/02/2026		M⁽³⁾		13,885	A	$30.96	73,574	D
Common Stock	03/02/2026		S⁽³⁾		13,885	D	$52.29	59,689	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⁾	02/27/2026		M⁽¹⁾			233	⁽⁴⁾	⁽⁴⁾	Common Stock	233	$0	0	D
Restricted Stock Units	⁽¹⁾	02/27/2026		M⁽¹⁾			329	⁽⁵⁾	⁽⁵⁾	Common Stock	329	$0	1,315	D
Restricted Stock Units	⁽¹⁾	02/27/2026		M⁽¹⁾			774	⁽⁶⁾	⁽⁶⁾	Common Stock	774	$0	6,189	D
Restricted Stock Units	⁽¹⁾	02/27/2026		M⁽¹⁾			8,663	⁽⁷⁾	⁽⁷⁾	Common Stock	8,663	$0	25,992	D
Stock Option (Right to Buy)	$53.57	03/01/2026		A		29,275		03/01/2027⁽⁸⁾	03/01/2036	Common Stock	29,275	$0	29,275	D
Restricted Stock Units	⁽¹⁾	03/01/2026		A		38,553		⁽⁹⁾	⁽⁹⁾	Common Stock	38,553	$0	38,553	D
Stock Option (Right to Buy)	$30.96	03/02/2026		M⁽³⁾			13,885	03/01/2026⁽¹⁰⁾	03/01/2035	Common Stock	13,885	$0	41,658	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. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 9, 2025.

4. 25% of the shares subject to this restricted stock unit award vested on March 1, 2023 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.

6. 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.

7. 25% of the shares subject to this restricted stock unit award vested on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

8. 25% of this option will vest and become exercisable on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

9. 25% of the shares subject to this restricted stock unit award will vest on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

10. 25% of this option vested and became exercisable on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

	/s/ James Dillon, as Attorney-in-Fact	03/03/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Moderna (MRNA) executive Shannon Thyme Klinger report in this Form 4?

Shannon Thyme Klinger, Moderna’s Chief Legal Officer, reported a series of equity transactions, including option exercises, restricted stock unit conversions into common stock, a 13,885-share sale, and new grants of options and restricted stock units, all reflected in updated direct ownership figures.

How many Moderna (MRNA) shares did Shannon Thyme Klinger sell and at what price?

She sold 13,885 shares of Moderna common stock at a price of $52.29 per share. This was reported as an open-market sale and is the only transaction in the filing classified as a sell in the summarized transaction data.

What new equity awards did Shannon Thyme Klinger receive from Moderna (MRNA)?

She was granted 29,275 stock options and 38,553 restricted stock units. Footnotes explain that 25% of these awards vest on specified dates, with the remaining portions vesting in twelve equal quarterly installments thereafter, creating a multi-year vesting schedule.

How many Moderna (MRNA) shares does Shannon Thyme Klinger own after these transactions?

After the reported exercises, tax-withholding dispositions, and sale, her direct ownership of Moderna common stock was 59,689 shares. This figure comes from the share balance following the final listed transaction in the non-derivative common stock table.

How do the restricted stock units in this Moderna (MRNA) Form 4 convert into common shares?

A footnote clarifies that restricted stock units convert into Moderna common stock on a one-for-one basis. Various RSU awards in the filing vest in stages, with 25% vesting on specified dates and the rest vesting in twelve equal quarterly installments.

What are the tax-withholding transactions reported for Moderna (MRNA) shares?

Several transactions coded “F” show common shares disposed of to cover tax withholding obligations. A footnote explains these represent shares withheld at Shannon Thyme Klinger’s election to satisfy taxes due upon the vesting of restricted stock units, rather than open-market sales.