Moderna (MRNA) Chief Legal Officer logs RSU conversion and tax share disposition

Rhea-AI Filing Summary

Moderna, Inc. Chief Legal Officer Shannon Thyme Klinger reported equity compensation activity involving restricted stock units and common shares. On March 5, 2026, 11,797 restricted stock units were exercised into 11,797 shares of common stock at a stated price of $0.00 per share.

On the same date, 5,704 shares of common stock were disposed of at $57.80 per share to satisfy tax withholding obligations in connection with the vesting of the restricted stock units. After these transactions, Klinger directly held 65,782 shares of common stock and 129,774 restricted stock units, with the restricted stock units converting into common stock on a one-for-one basis.

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

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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 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 Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/05/2026

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/05/2026		M(1)		11,797	A	(1)	71,486	D
Common Stock	03/05/2026		F(2)		5,704	D	$57.8	65,782	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)	03/05/2026		M(1)			11,797	(3)	(3)	Common Stock	11,797	$0	129,774	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	03/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Shannon Thyme Klinger reported the vesting and exercise of 11,797 restricted stock units into common stock and the disposition of 5,704 shares to cover tax withholding. These transactions reflect routine equity compensation activity and do not indicate an open-market purchase or sale.

How many Moderna (MRNA) shares did Shannon Thyme Klinger acquire and dispose of?

Klinger acquired 11,797 shares of Moderna common stock through the exercise of restricted stock units and disposed of 5,704 shares to satisfy tax withholding obligations. The disposition was for tax purposes rather than an open-market sale decision by the executive.

At what price were the Moderna (MRNA) shares used for tax withholding valued?

The 5,704 Moderna common shares used to satisfy tax withholding obligations were valued at $57.80 per share. This valuation applies specifically to the tax-withholding disposition associated with the restricted stock unit vesting on March 5, 2026.

What are Shannon Thyme Klinger’s Moderna (MRNA) holdings after these transactions?

After these transactions, Klinger directly held 65,782 shares of Moderna common stock and 129,774 restricted stock units. The restricted stock units convert into common stock on a one-for-one basis according to the disclosure in the filing’s footnotes.

How do Moderna (MRNA) restricted stock units convert for Shannon Thyme Klinger?

Klinger’s Moderna restricted stock units convert into common stock on a one-for-one basis. This means each restricted stock unit, upon vesting, delivers one share of Moderna common stock, as specified in the transaction footnotes.

What is the vesting schedule for Shannon Thyme Klinger’s Moderna (MRNA) restricted stock units?

For the reported award, 25% of the shares vested on December 5, 2025, with the remaining shares vesting in twelve equal quarterly installments thereafter. This structure spreads vesting over several years, tying compensation to continued service.