Moderna legal chief vests 11,797 RSUs

Moderna’s Chief Legal Officer recorded RSU vesting into common stock with shares withheld to cover taxes, increasing her net equity position without any open-market trades.

Rhea-AI Filing Summary

Moderna, Inc. (MRNA) reported that Chief Legal Officer Shannon Thyme Klinger had restricted stock units vest on September 4, 2026, converting 11,797 RSUs into the same number of common shares on a one-for-one basis. Of these, 5,704 shares were withheld at $148.87 per share to satisfy tax withholding obligations, resulting in a net share delivery to her while 106,179 restricted stock units remain outstanding under this award schedule. No transactions were reported under a Rule 10b5-1 trading plan.

Insider Trade Summary

11,797 shares exercised/converted

Exercise 3 txns

Insider Klinger Shannon Thyme

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units F1, F3	11,797	$0.00	$0.00
Exercise	Common Stock F1	11,797	--	--
Tax Withholding	Common Stock F2	5,704	$148.87	$849K

Holdings After Transaction: Restricted Stock Units — 106,179 contracts (Direct); Common Stock — 81,340 shares (Direct)

Footnotes (3)

1. F1. Restricted stock units convert into common stock on a one-for-one basis.
2. F2. 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. F3. 25% of the shares subject to this restricted stock unit award vested on December 5, 2025, with the remainder vesting in twelve (12) equal quarterly installments thereafter.

Key Figures

RSUs vested and converted: 11,797 units/shares Shares withheld for taxes: 5,704 shares Tax withholding reference price: $148.87 per share +2 more

5 metrics

RSUs vested and converted 11,797 units/shares Restricted stock units converted into common stock on September 4, 2026

Shares withheld for taxes 5,704 shares Shares withheld to satisfy tax withholding obligations on RSU vesting

Tax withholding reference price $148.87 per share Price used for shares withheld to pay tax liability

Remaining RSUs under award 106,179 units Restricted stock units reported as outstanding after the transaction

RSU vesting schedule 25% on December 5, 2025; remainder in 12 quarterly installments Footnote describing vesting of this RSU award

Key Terms

Restricted Stock Units, tax withholding obligations, vested, Exercise or conversion of derivative security

4 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 ... to satisfy tax withholding obligations in connection with the vest"

vested financial

"shares withheld ... in connection with the vest of restricted stock units"

Exercise or conversion of derivative security financial

"transaction code description is Exercise or conversion of derivative security"

FAQ

What insider transaction did Moderna (MRNA) disclose for Shannon Thyme Klinger?

Moderna disclosed that Chief Legal Officer Shannon Thyme Klinger had 11,797 restricted stock units vest and convert into common stock on September 4, 2026, with a portion of the resulting shares withheld to cover tax obligations.

How many Moderna (MRNA) RSUs vested and converted into common stock?

A total of 11,797 restricted stock units vested for Shannon Thyme Klinger, converting into 11,797 shares of Moderna common stock on a one-for-one basis as disclosed in the filing.

How many Moderna (MRNA) shares were withheld for taxes and at what price?

The filing states that 5,704 shares of Moderna common stock were withheld at $148.87 per share to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

Did the Moderna (MRNA) insider transaction involve open-market buying or selling?

No. The reported activity reflects RSU vesting and share withholding for taxes, not open-market purchases or sales. The code F transaction is described as payment of tax liability by delivering or withholding securities.

How many restricted stock units does the Moderna (MRNA) officer still hold after this vesting?

After the September 4, 2026 vesting event, 106,179 restricted stock units remain subject to the award for Shannon Thyme Klinger, according to the post-transaction RSU balance reported.

Was the Moderna (MRNA) RSU vesting reported under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan for these transactions; the document-level Rule 10b5-1 checkbox is not marked as being made under such a plan.

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Available on EDGAR 09/08/2026 - 04:57 PM Accepted by SEC EDGAR 09/08/2026 - 04:57 PM Learn about SEC filing dates

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 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 Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026

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	09/04/2026		M(1)		11,797	A	(1)	87,044	D
Common Stock	09/04/2026		F(2)		5,704	D	$148.87	81,340	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)	09/04/2026		M(1)			11,797	(3)	(3)	Common Stock	11,797	$0	106,179	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 December 5, 2025, with the remainder vesting in twelve (12) equal quarterly installments thereafter.

	/s/ James Dillon, as Attorney-in-Fact	09/08/2026
	** 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)