Moderna (MRNA) CLO converts RSUs into stock while 1,047 shares withheld for taxes

Rhea-AI Filing Summary

Moderna, Inc. Chief Legal Officer Shannon Thyme Klinger reported routine equity compensation activity. On June 1, 2026, restricted stock units (RSUs) converted into 2,165 shares of common stock on a one-for-one basis. In a related move, 1,047 common shares were withheld at $47.19 per share to satisfy tax withholding obligations in connection with the RSU vesting. These transactions reflect an exercise of derivative securities and associated tax-withholding dispositions, rather than open-market buying or selling.

Insights

Equity compensation analyst

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

The filing shows Shannon Thyme Klinger, Moderna’s Chief Legal Officer, converting 2,165 restricted stock units into common shares, consistent with standard equity compensation practices. The RSUs convert into common stock on a one-for-one basis, reflecting scheduled vesting.

A separate transaction withheld 1,047 common shares at $47.19 per share to cover tax obligations tied to the vesting. This is classified as a tax-withholding disposition, not an open-market sale, and does not represent a discretionary trade in the company’s stock.

There are no remaining derivative positions listed in this filing, indicating these reported RSUs were fully converted on this date, while additional RSUs remain outstanding as a separate holding. Overall, the activity appears administrative and compensation-related rather than a signal-driven transaction.

Insider Trade Summary

2,165 shares exercised/converted

Mixed 3 txns

Insider Klinger Shannon Thyme

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	2,165	$0.00	--
Exercise	Common Stock	2,165	$0.00	--
Tax Withholding	Common Stock	1,047	$47.19	$49K

Holdings After Transaction: Restricted Stock Units — 23,827 shares (Direct, null); Common Stock — 68,515 shares (Direct, null)

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. 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.

Key Figures

Common shares from RSU conversion: 2,165 shares Tax-withholding shares: 1,047 shares Tax-withholding price: $47.19 per share +2 more

5 metrics

Common shares from RSU conversion 2,165 shares Restricted stock units converting into common stock on June 1, 2026

Tax-withholding shares 1,047 shares Common stock withheld to satisfy tax obligations on RSU vesting

Tax-withholding price $47.19 per share Price applied to 1,047 withheld common shares

RSUs converted 2,165 units Restricted stock units exercised into common stock

RSUs remaining after transaction 23,827 units Restricted stock units position following conversion on June 1, 2026

Key Terms

Restricted Stock Units, tax withholding obligations, derivative security

3 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."

derivative security financial

"Transaction code description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

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^*

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)
06/01/2026

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	06/01/2026		M(1)		2,165	A	(1)	68,515	D
Common Stock	06/01/2026		F(2)		1,047	D	$47.19	67,468	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)	06/01/2026		M(1)			2,165	(3)	(3)	Common Stock	2,165	$0	23,827	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 March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.

	/s/ James Dillon, as Attorney-in-Fact	06/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Moderna (MRNA) Chief Legal Officer Shannon Thyme Klinger report in this Form 4?

Shannon Thyme Klinger reported equity compensation activity, including conversion of 2,165 restricted stock units into common stock and withholding of 1,047 shares to cover tax obligations related to the vesting event on June 1, 2026.

Did the Moderna (MRNA) Chief Legal Officer buy or sell shares on the open market?

The transactions did not involve open-market buying or selling. Shares were acquired through RSU conversion and 1,047 common shares were withheld at $47.19 each solely to satisfy tax withholding obligations on the vested restricted stock units.

How many Moderna (MRNA) shares were acquired through RSU conversion in this filing?

A total of 2,165 shares of Moderna common stock were acquired through conversion of restricted stock units. The footnotes state that restricted stock units convert into common stock on a one-for-one basis when they vest under the award’s terms.

What price was used for the tax-withholding shares in the Moderna (MRNA) Form 4?

For the tax-withholding transaction, 1,047 shares of Moderna common stock were withheld at a price of $47.19 per share. This withholding was used to satisfy tax obligations associated with the vesting of restricted stock units.

Are Moderna (MRNA) restricted stock units and common stock reported separately in this Form 4?

Yes. The filing shows a derivative line for restricted stock units converting into 2,165 common shares, and non-derivative lines for common stock, including the 1,047 shares withheld to pay taxes related to the RSU vesting event.

What do the footnotes in the Moderna (MRNA) Form 4 explain about these transactions?

The footnotes explain that restricted stock units convert into common stock on a one-for-one basis, describe that 1,047 shares were withheld at the reporting person’s election for tax obligations, and outline the vesting schedule of the restricted stock unit award.