[SC TO-C] Moderna, Inc. Tender Offer Communication

Rhea-AI Filing Summary

Moderna outlined an employee stock option exchange program for certain non‑executive employees. The proposal would allow holders of significantly underwater options to exchange them for new options exercisable for fewer shares, priced at the fair market value on the grant date and subject to new vesting terms.

The Option Exchange Program is subject to shareholder approval at a Special Meeting on November 12, 2025. It has not commenced, and even if approved, the company may decide not to implement it. If launched, Moderna will file a Schedule TO, and employees should review those materials when available.

Insights

Equity compensation analyst

Administrative step: proposed option exchange awaits shareholder approval.

Moderna describes a potential exchange of underwater employee stock options for new options with fewer shares and an exercise price set at fair market value on the grant date. This is aimed at non‑executive employees and includes new vesting terms.

The action is contingent on shareholder approval on November 12, 2025, and the company may still choose not to proceed. A formal Schedule TO will be filed if the program begins, which will detail terms and mechanics.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )

Moderna, Inc.

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

Options to Purchase Common Stock, par value $0.0001 per share

(Title of Class of Securities)

60770K107

(CUSIP Number of Class of Securities)

Stéphane Bancel

Chief Executive Officer

Moderna, Inc.

325 Binney Street

Cambridge, Massachusetts 02142

(617) 714-6500

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

CALCULATION OF FILING FEE

Transaction Value (1)		Amount of Filing Fee (2)
N/A		N/A

* Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

☐ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.		Filing Party: Not applicable.
Form or Registration No.: Not applicable.		Date Filed: Not applicable.

☒ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third-party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

☐ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐ Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

Attached are  communications to employees of Moderna, Inc., a Delaware corporation (the “Company”), first made available on October 21, 2025 (the “Employee Communications”), related to the proposed stock option exchange program that would allow certain employees who are not executive officers to exchange significantly out-of-the-money or “underwater” stock options, meaning outstanding stock options that have an exercise price that is significantly greater than the market price for the Company’s common stock, for the issuance of new stock options that will be exercisable for fewer shares of the Company’s common stock, with an exercise price equal to the fair market value of the Company’s common stock on the grant date of the new stock options and with new vesting terms (the “Option Exchange Program”). The Option Exchange Program is subject to Moderna shareholder approval at a Special Meeting of Shareholders to be held on November 12, 2025, and is further described in the definitive proxy statement (the “Proxy Statement”) that was filed with the Securities and Exchange Commission (“SEC”) on October 15, 2025.

Neither the Proxy Statement nor Employee Communications constitute an offer to holders of the Company’s outstanding stock options to exchange those options. The Option Exchange Program will only be implemented, if at all, if the Company’s shareholders first approve the Option Exchange Program.

The Option Exchange Program has not yet commenced. Even if shareholder approval is obtained, the Company may decide not to implement the Option Exchange Program. The Company will file a Tender Offer Statement on Schedule TO with the SEC if and when the Option Exchange Program commences. Option holders should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the Option Exchange Program.

The Company’s shareholders and option holders will be able to obtain the written materials described above and the other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov or by directing a written request to: Corporate Secretary, at 325 Binney Street, Cambridge, Massachusetts 02142.

Item 12. Exhibits.

Exhibit No.		Document
99.1		Option Exchange Program Overview - Informational Session Presentation
99.2		Employee Modeling Tool
99.3		Employee Educational Brochure
99.4		Stock Option Exchange Program Employee Questions & Answers Document

FAQ

What did MRNA announce regarding employee stock options?

Moderna outlined a proposed Option Exchange Program allowing certain non‑executive employees to exchange underwater stock options for new options with fewer shares at fair market value and new vesting terms.

When is the shareholder vote for Moderna's option exchange (MRNA)?

A Special Meeting of Shareholders is scheduled for November 12, 2025 to consider approval of the Option Exchange Program.

Has Moderna's option exchange program commenced?

No. The program has not commenced and will only be implemented, if at all, after shareholder approval; the company may still decide not to proceed.

Who is eligible for Moderna’s proposed option exchange?

The communications indicate eligibility is limited to certain employees who are not executive officers.

Will Moderna receive any proceeds from this option exchange?

The content focuses on exchanging employee stock options; it does not describe cash proceeds, as this is an employee compensation adjustment.

Where can I find documents about MRNA’s option exchange?

Materials will be available free on the SEC’s website (www.sec.gov) and via Moderna’s Corporate Secretary at 325 Binney Street, Cambridge, MA 02142.

What filing will Moderna make if the exchange begins?

Moderna will file a Tender Offer Statement on Schedule TO with the SEC when the program commences.