Every Form 4 that Moderna, Inc. (MRNA) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A Form 4 covers the transactions officers, directors and large holders report, so if you follow MRNA and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full MRNA filings page.
Moderna, Inc. (MRNA) reported that President Stephen Hoge exercised stock options and sold a portion of the resulting shares under a pre‑arranged trading plan. On September 14 and 15, 2026 he exercised options for a total of 152,905 shares of common stock at an exercise price of $12.21 per share.
Across those two days, Hoge sold 80,575 shares of common stock in market transactions at weighted average prices of $144.13 and $146.07 per share, with actual sale prices ranging from $143.99 to $146.27. The plan was adopted on June 15, 2026 pursuant to Rule 10b5‑1. He also reports indirect holdings of 4,116 shares through Valhalla, LLC and 151,933 shares held by a family trust, for which he disclaims Section 16 beneficial ownership except for any pecuniary interest.
Moderna, Inc. (MRNA) reported that Chief Financial Officer James M. Mock exercised options for 19,836 shares of common stock at an exercise price of $30.96 per share on September 10, 2026, and received the underlying shares.
On the same date, he sold 34,836 shares of common stock at $134.49 per share in market transactions, including the 19,836 shares from the option exercise and an additional 15,000 shares, pursuant to a Rule 10b5-1 trading plan adopted on June 9, 2026. Following the exercise, he held 43,642 stock options expiring March 1, 2035.
Moderna, Inc. (MRNA) reported that Chief Financial Officer James M. Mock exercised restricted stock units into common stock as part of a scheduled vesting. On September 4, 2026, 11,797 restricted stock units converted into 11,797 shares of common stock on a one-for-one basis, and 5,704 of those shares were withheld to satisfy tax withholding obligations. After the conversion, Mock held 106,179 restricted stock units directly, with future vesting occurring in equal quarterly installments as previously scheduled; no Rule 10b5-1 trading plan is reported.
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.
Moderna, Inc. (MRNA) reported that Chief Legal Officer Shannon Thyme Klinger exercised stock options and settled restricted stock units on September 1, 2026. She exercised 3,471 options at $30.96 per share into common stock and sold 3,471 shares at $139.95 per share under a Rule 10b5-1 trading plan adopted on September 9, 2025. In addition, 2,166 restricted stock units converted into common stock on a one-for-one basis, and 1,048 shares were withheld to satisfy tax withholding obligations in connection with RSU vesting. Following these transactions, she continued to hold 34,716 stock options and 21,661 restricted stock units directly.
Moderna, Inc. (MRNA) reported that Chief Financial Officer James M. Mock exercised restricted stock units on September 1, 2026, converting 2,475 restricted stock units into an equal number of shares of common stock on a one-for-one basis. In connection with this vesting, 1,197 common shares were withheld at a price of $140.34 per share to satisfy tax withholding obligations. Following this transaction, Mr. Mock continued to hold 24,755 restricted stock units subject to the award, which vested 25% on March 1, 2026, with the remainder vesting in twelve equal quarterly installments thereafter. No Rule 10b5-1 trading plan is reported for these transactions.
Moderna, Inc. (MRNA) reported that President Stephen Hoge exercised 9,283 Restricted Stock Units on September 1, 2026, converting them into an equal number of common shares. To cover related tax obligations, 4,489 common shares were delivered or withheld at $140.34 per share. Following the RSU conversion, Hoge held 92,828 Restricted Stock Units directly, and also had indirect ownership of common stock through Valhalla, LLC and a family trust, with the trust position reported subject to a Section 16 beneficial ownership disclaimer.
For Moderna, Inc. (MRNA), President Stephen Hoge reported the vesting and settlement of restricted stock units into common stock. On August 27 and 28, 2026, RSUs covering a total of 2,048 common shares were converted on a one-for-one basis, and corresponding common shares were acquired. In connection with these vests, a total of 991 common shares were withheld to satisfy tax withholding obligations at prices between about $143 and $150 per share. Following these transactions, Hoge also reports indirect holdings of 4,116 common shares through Valhalla, LLC and 151,933 common shares held by a trust for the benefit of his spouse and children, for which he disclaims Section 16 beneficial ownership except to the extent of any pecuniary interest.
Moderna, Inc. (MRNA) reported that Chief Legal Officer Shannon Thyme Klinger had restricted stock units vest and convert into common stock, followed by share withholding for taxes. On August 27 and 28, 2026, a total of 1,103 RSUs were converted into an equal number of common shares, and 535 shares were withheld to satisfy tax withholding obligations. The filing’s Rule 10b5-1 checkbox was not marked, and no post-transaction share balances were reported.
Moderna, Inc. (MRNA) reported that Chief Financial Officer James M. Mock had restricted stock units vest and convert into common stock on August 27 and 28, 2026. A total of 1,103 RSUs were exercised into the same number of common shares. Of these, 535 common shares were delivered or withheld to satisfy tax withholding obligations in connection with the RSU vests, with the remaining shares retained as common stock. The RSUs convert into common stock on a one-for-one basis, under previously granted awards that vest 25% on an initial vest date and then in twelve equal quarterly installments.
Moderna, Inc. CEO Stéphane Bancel reported exercising stock options for 751,715 shares of common stock at $19.15 per share on August 5–6, 2026, ahead of their August 10, 2026 expiration. Pursuant to a Rule 10b5-1 trading plan adopted on May 4, 2026, he sold 499,246 shares at weighted-average prices within disclosed ranges from $55.58 to $59.34 solely to cover the option exercise price, withholding taxes, and related transaction costs, and retained the remaining shares acquired in this cashless exercise-and-hold transaction.
Moderna President Stephen Hoge reported an option exercise and share sale in company stock on July 15, 2026. He exercised stock options to acquire a total of 53,336 shares of common stock at an exercise price of $19.15 per share, then sold 53,336 shares in open-market transactions at $67.60 per share pursuant to a Rule 10b5-1 trading plan adopted on November 13, 2025. Following these transactions, he reports 1,483,848 shares held directly, plus indirect interests in 151,933 shares held by a trust for the benefit of his spouse and children and 4,116 shares held by Valhalla, LLC, with beneficial ownership of the trust shares disclaimed except for any pecuniary interest.
Moderna, Inc. director Michael R. McDonnell received equity-based compensation in the form of restricted stock units and a stock option. He was granted 5,733 RSUs vesting in full on July 8, 2027, 1,618 RSUs vesting in full on the earlier of May 6, 2027 or the next annual meeting, and an option for 7,415 shares at an exercise price of $73.80 per share that becomes fully vested and exercisable on July 8, 2027. The RSUs convert into common stock on a one-for-one basis.
Moderna, Inc. reported that Chief Commercial Officer Banque Soria Ester received new equity awards as part of compensation. She was granted 38,364 restricted stock units, each convertible into one share of common stock. She was also granted 18,658 stock options with an exercise price of $79.76 per share.
For both awards, 25% are scheduled to vest on July 5, 2027, with the remaining portions vesting in twelve equal quarterly installments after that date. These are awards from the company and do not involve any open-market purchases or sales.
Moderna, Inc.’s Chief Financial Officer James M. Mock reported routine equity compensation activity involving restricted stock units (RSUs). On July 2, 2026, 1,452 RSUs converted into 1,452 shares of common stock on a one-for-one basis, reflecting vesting of a prior award.
To cover tax withholding obligations tied to this vesting, 703 shares of common stock were withheld at an effective price of $72.50 per share, a non-market, tax-related disposition rather than an open‑market sale. Following these transactions, Mock directly holds 66,436 shares of common stock and 1,454 RSUs, indicating he retained the majority of the vested shares as ongoing equity exposure.
Moderna, Inc. president Stephen Hoge exercised stock options and sold shares in a pre-planned transaction. On June 15, 2026, he exercised options for a total of 53,336 shares of common stock at an exercise price of $19.15 per share, then sold 53,336 shares in an open-market transaction at an average price of $51.37 per share.
After these transactions, Hoge holds 1,483,848 shares of Moderna common stock directly, plus indirect holdings of 151,933 shares through a trust for his spouse and children and 4,116 shares through Valhalla, LLC. The filing notes that the sale was made under a Rule 10b5-1 trading plan adopted on November 13, 2025, indicating it was pre-scheduled.
Moderna, Inc. Chief Legal Officer Shannon Thyme Klinger reported a mix of option exercises, RSU vesting, tax withholding, and a small stock sale. She exercised stock options and restricted stock units to acquire a total of 15,269 shares of common stock.
On one date, 3,471 shares of common stock were sold at $50.00 per share in an open-market transaction made under a pre-arranged Rule 10b5-1 trading plan. Separately, 5,705 shares were withheld to cover tax obligations related to RSU vesting, which is not an open-market sale.
Moderna, Inc.’s Chief Financial Officer James M. Mock reported routine equity compensation activity. On June 5, 2026, 11,798 restricted stock units converted into the same number of common shares on a one-for-one basis. To cover tax withholding obligations tied to this vesting, 5,705 common shares were withheld rather than sold on the open market. After these transactions, he directly holds 65,687 shares of common stock and 117,976 restricted stock units, reflecting ongoing equity-based compensation rather than discretionary buying or selling.
Moderna, Inc. Chief Financial Officer James M. Mock reported routine equity compensation activity involving restricted stock units and related tax withholding. He exercised 2,475 restricted stock units, which convert into common stock on a one-for-one basis, adding the same number of common shares.
To cover tax withholding obligations on this vesting, 1,197 common shares were withheld, at a value of $47.19 per share, rather than sold in the open market. Following these transactions, Mock directly holds 59,594 shares of common stock and 27,230 restricted stock units subject to future vesting under the disclosed schedule.
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.
Moderna, Inc. president Stephen Hoge reported routine equity compensation activity. He exercised 9,282 restricted stock units, which convert into common stock on a one-for-one basis, adding the same number of common shares.
In connection with this vesting, 4,488 shares were withheld at $47.19 per share to satisfy tax withholding obligations, a non‑market disposition. After these transactions, Hoge directly holds 1,483,848 shares of common stock and has 102,111 restricted stock units outstanding. Additional indirect common stock holdings are reported by a family trust and by Valhalla, LLC, with beneficial ownership of the trust shares disclaimed except for any pecuniary interest.
Moderna, Inc. Chief Financial Officer James M. Mock reported routine equity compensation activity involving restricted stock units. On May 27-28, 1,101 restricted stock units were exercised and converted into an equal number of common shares. To cover tax obligations on these vests, 533 common shares were withheld at prices of $47.03 and $47.61 per share, rather than sold on the open market. Following these transactions, Mock directly holds 58,316 shares of Moderna common stock, along with additional unvested restricted stock units.
Moderna, Inc.’s Chief Legal Officer Shannon Thyme Klinger reported routine equity compensation activity involving restricted stock units (RSUs). On May 27 and 28, 2026, RSUs converted into a total of 1,101 shares of common stock, reflecting scheduled vesting of prior awards.
Across the same two days, 533 shares of common stock were disposed of at prices of $47.03 and $47.61 per share, solely to satisfy tax withholding obligations associated with the RSU vests. These transactions are not open-market purchases or sales and leave Klinger with a continuing direct ownership stake in Moderna common stock.
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.
Moderna, Inc. insider-related entities reported an option exercise and share sale. On May 21, 2026, Flagship Pioneering, LLC exercised stock options to acquire 9,263 shares of Moderna common stock at $19.15 per share, from options that were fully vested and set to expire on August 10, 2026.
That same day, Flagship Pioneering conducted an open-market sale of 9,263 shares of common stock at an average price of $46.84 per share, leaving 3,924 shares of common stock held indirectly by Flagship Pioneering afterward. The filing also shows 2,224,015 shares held directly by Noubar Afeyan and additional indirect holdings of 747,897 shares by Flagship Ventures Fund IV-Rx, L.P. and 3,880,328 shares by Flagship Ventures Fund IV, L.P. The reporting person is the ultimate control person of these entities and disclaims beneficial ownership except to the extent of his pecuniary interest.
Moderna, Inc. President Stephen Hoge reported an exercise-and-sale transaction in company stock. On May 15, 2026, he exercised stock options to acquire a total of 53,336 shares of common stock at an exercise price of $19.15 per share and sold 53,336 shares of common stock at an average price of $48.40 per share in open-market transactions. The filing notes that the reported transaction was carried out under a pre-arranged Rule 10b5-1 trading plan adopted on November 13, 2025. After these transactions, Hoge directly held 1,477,997 shares of Moderna common stock, along with additional indirect holdings of 151,933 shares held by a family trust and 4,116 shares held through Valhalla, LLC.
Moderna, Inc. director David M. Rubenstein reported new equity awards. On May 6, 2026, he received 2,092 restricted stock units, each convertible into one share of common stock.
He was also granted 9,681 stock options with an exercise price of $48.79 per share, expiring on May 6, 2036. Both the RSUs and options vest in full on the earlier of May 6, 2027 or Moderna's next Annual Meeting of Shareholders, subject to his continued service.
Moderna, Inc. director Hussain Abbas received a grant of 8,371 restricted stock units on May 6, 2026 as equity compensation. These restricted stock units convert into common stock on a one-for-one basis. The award will vest in full on the earlier of May 6, 2027, or Moderna's next Annual Meeting of Shareholders, subject to his continued service.
Moderna director Sandra Horning received new equity awards in the form of restricted stock units and stock options. On May 6, 2026 she was granted 2,092 restricted stock units and 9,681 stock options with an exercise price of $48.79 per share, each linked to Moderna common stock.
The restricted stock units convert into common stock on a one-for-one basis and will vest in full on the earlier of May 6, 2027 or Moderna's next Annual Meeting of Shareholders, subject to her continued service. The stock options will become fully vested and exercisable on the same schedule and conditions.
NABEL ELIZABETH G reported acquisition or exercise transactions in this Form 4 filing.
Moderna, Inc. director Elizabeth G. Nabel received an award of 8,371 restricted stock units, each convertible into one share of common stock. The units will vest in full on the earlier of May 6, 2027, or Moderna's next Annual Meeting of Shareholders, contingent on her continued service.
Moderna, Inc. director Nader Francois reported equity compensation awards. He received 4,185 restricted stock units and a stock option for 6,454 shares of common stock, both granted at no cost on May 6, 2026. The option has a $48.79 exercise price and expires on May 6, 2036.
Both the stock option and the RSUs vest in full on the earlier of May 6, 2027, or Moderna's next Annual Meeting of Shareholders, subject to his continued service. Following these grants, his reported derivative holdings from these awards match the granted amounts.
Moderna, Inc. director Elizabeth E. Tallett received a grant of 8,371 restricted stock units on May 6, 2026. Each restricted stock unit converts into one share of Moderna common stock.
The 8,371 units will vest in full on the earlier of May 6, 2027 or Moderna's next Annual Meeting of Shareholders, as long as she continues serving the company. Following this grant, her reported direct holding from this award is 8,371 restricted stock units.
Moderna, Inc. director Noubar Afeyan received a grant of stock options covering 12,908 shares of common stock. The options have an exercise price of $48.79 per share and expire on May 6, 2036.
According to the terms, this option will become fully vested and exercisable on the earlier of May 6, 2027, or Moderna's next Annual Meeting of Shareholders, subject to his continued service. Following this grant, Afeyan holds 12,908 stock options directly in this award.
Moderna, Inc. director Sandra Horning increased her direct common stock holdings through equity compensation, not open‑market trading. On April 30, 2026, 16,233 restricted stock units converted into 16,233 shares of common stock on a one-for-one basis when the award vested in full. Following this exercise-and-hold event, she directly holds 18,585 Moderna common shares. The filing shows no stock sales, gifts, or tax-withholding dispositions, indicating a routine vesting of previously granted RSUs rather than a market purchase or sale.
Moderna director David M. Rubenstein exercised restricted stock units to receive 8,116 shares of Common Stock. The RSUs converted into common stock on a one-for-one basis and vested in full on April 30, 2026.
Following this vesting and conversion, Rubenstein directly holds 9,643 shares of Moderna common stock. The filing shows no open-market purchases or sales, only the automatic conversion of a stock-based compensation award into shares.
Moderna, Inc. director Hussain Abbas reported an exercise of restricted stock units (RSUs) and a related share sale. On April 30, 2026, RSUs covering 16,233 shares converted into common stock on a one-for-one basis when they vested in full. On May 1, 2026, Abbas sold 5,682 common shares at an average price of $46.63 per share under a pre-arranged Rule 10b5-1 trading plan to generate cash to cover tax liabilities from the RSU vesting. After these transactions, he directly owned 12,066 Moderna common shares.
Moderna, Inc. director Elizabeth G. Nabel acquired common shares through an equity award vesting. On April 30, 2026, 16,233 restricted stock units converted into 16,233 shares of common stock on a one-for-one basis. These RSUs vested in full on that date.
After the conversion, Nabel directly owned 19,317 shares of Moderna common stock. The filing shows an exercise or conversion of a derivative security related to compensation, with no open-market purchase or sale reported in this transaction.
Moderna director Nader Francois increased his direct equity stake through RSU vesting, not open-market buying. On April 30, 2026, 12,174 restricted stock units converted into the same number of Moderna common shares on a one-for-one basis at an exercise price of $0.00 per share.
These RSUs vested in full on that date, reflecting compensation rather than a market trade. Following the conversion, Francois directly owns 32,781 shares of Moderna common stock.
Moderna director Elizabeth E. Tallett exercised restricted stock units into common shares. On April 30, 2026, 4,058 restricted stock units converted into 4,058 shares of Moderna common stock at an exercise price of $0.00 per share. Following this transaction, she directly holds 4,761 common shares. The restricted stock unit award vested in full on April 30, 2026, and the filing shows no remaining derivative position tied to this award.
Moderna, Inc. Chief Financial Officer James M. Mock reported routine equity compensation activity. On April 2, 2026, 1,453 restricted stock units converted into an equal number of common shares. These units vest over time, with 25% having vested on October 5, 2023 and the remainder in twelve equal quarterly installments.
To cover tax withholding obligations tied to this vesting, 703 common shares were withheld at $50.03 per share, rather than sold in the open market. As a result, Mock’s direct holdings increased on a net basis, leaving him with 57,748 common shares and 2,906 restricted stock units directly owned after the transactions.
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.
Moderna, Inc. Chief Financial Officer James M. Mock reported equity compensation activity involving restricted stock units and related common stock on March 5, 2026. He acquired 11,797 shares of common stock through the exercise of restricted stock units that convert into common stock on a one-for-one basis. The filing also reports 5,704 common shares disposed of to satisfy tax withholding obligations in connection with the vesting of these restricted stock units, leaving him with 56,998 common shares held directly after the tax withholding transaction.
Moderna, Inc. Chief Executive Officer Stephane Bancel reported receiving a grant of 250,932 stock options with an exercise price of $0.00 per share. According to the filing, 25% of this option will vest and become exercisable on March 1, 2027, with the remaining 75% vesting in twelve equal quarterly installments thereafter.
After this grant, Bancel is shown as directly holding 6,187,791 shares of Moderna common stock. The filing also reports additional common stock held indirectly through entities Boston Biotech Ventures and OCHA LLC in amounts of 9,210,686 and 6,564,880 shares, respectively, with Bancel disclaiming beneficial ownership except to the extent of any pecuniary interest.
Moderna, Inc. reported multiple equity transactions involving President Stephen Hoge. On March 1, 2026, he received a stock option covering 125,466 shares and a new award of 165,230 restricted stock units, each at an exercise or acquisition price of $0.00 per share. The new option and RSU awards begin vesting on March 1, 2027, with 25% vesting then and the remainder in twelve equal quarterly installments.
On February 27, 2026, several existing restricted stock unit awards were exercised, converting into common stock on a one-for-one basis. In connection with these vests, portions of the resulting shares were delivered at $51.71 per share to satisfy tax withholding obligations. Following these transactions, Hoge held 1,477,997 shares of common stock directly, plus additional indirect holdings of common stock by Valhalla, LLC and by a trust for his spouse and children, for which he disclaims beneficial ownership except for any pecuniary interest.
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.
Moderna, Inc. Chief Financial Officer James M. Mock reported several equity compensation transactions. On March 1, 2026, he received a grant of 37,639 stock options and 49,569 restricted stock units (RSUs), with options and RSUs vesting 25% on March 1, 2027 and the remainder in twelve quarterly installments.
On February 27, 2026, multiple RSU awards converted into common stock on a one-for-one basis, and shares totaling 160, 375, and 4,788 were disposed of at $51.71 per share to cover tax withholding obligations. Following these transactions, Mock continued to hold common stock and derivative awards directly.
Moderna, Inc. president Stephen Hoge reported option exercises and a stock sale. On February 23, 2026, he exercised stock options covering 111,679 and 48,330 shares at an exercise price of $19.15 per share, receiving the same number of common shares. On the same date, he sold 160,009 Moderna common shares at an average price of $48.84 per share in an open-market transaction effected under a Rule 10b5‑1 trading plan adopted on November 13, 2025. After these transactions, he directly held 1,457,427 Moderna common shares. Separate indirect holdings include 4,116 shares held by Valhalla, LLC and 151,933 shares held by a trust for the benefit of his spouse and children, for which he disclaims beneficial ownership except to any pecuniary interest.
Moderna’s Chief Financial Officer, James M. Mock, reported equity compensation activity involving company common stock. On February 11, 2026, he acquired 2,630 shares at $0 through the vesting of performance-based restricted stock units granted on February 28, 2023.
On the same date, 1,278 shares were disposed of at $41.99 to satisfy tax withholding obligations linked to this vesting. After these transactions, Mock directly owned 45,224 shares of Moderna common stock.
Klinger Shannon Thyme reported multiple insider transaction types in a Form 4 filing for MRNA. The filing lists transactions totaling 3,964 shares at a weighted average price of $41.99 per share. Following the reported transactions, holdings were 54,527 shares.
Moderna president Stephen Hoge reported equity award vesting and related tax withholding transactions in Moderna, Inc. common stock. On February 11, 2026, he acquired 4,884 shares at $0 from the vesting of performance-based restricted stock units granted on February 28, 2023. On the same date, 2,362 shares were disposed of at $41.99 to satisfy tax withholding obligations, leaving 1,457,427 shares held directly. He also has indirect ownership of 4,116 shares through Valhalla, LLC and 151,933 shares held by a trust for the benefit of his spouse and children, for which he disclaims beneficial ownership except for any pecuniary interest.