Moderna (MRNA) swaps 4.33M employee options for 1.67M new grants

Rhea-AI Filing Summary

Moderna, Inc. completed an employee stock option exchange, replacing underwater options with new options at a market-based price. The offer expired at 3:59 p.m. Eastern Time on December 12, 2025, with 2,865 eligible employees participating. The company accepted options covering 4,328,461 shares of common stock, which represented 79.9% of the shares underlying eligible options.

All tendered options were cancelled on December 12, 2025, and Moderna granted replacement options covering 1,668,237 shares under its 2018 Stock Option and Incentive Plan. The new options carry an exercise price of $29.46 per share, equal to the Nasdaq Global Select Market closing price on December 12, 2025. Vesting terms follow the structure described in the company’s previously distributed offer materials.

Insights

Equity compensation and capital structure analyst

Moderna reshaped employee equity incentives by exchanging underwater options for fewer new options at current market price.

Moderna completed an exchange offer that cancelled employee stock options covering 4,328,461 shares and replaced them with new options for 1,668,237 shares. This concentrates employee incentives into a smaller number of options that are struck at the prevailing market price of $29.46 per share as of December 12, 2025, aligning exercise levels with the then-current trading price.

The transaction affected non-executive employees only, with 2,865 eligible holders participating, and was conducted under the company’s 2018 Stock Option and Incentive Plan. From a capital-structure perspective, the exchange shifts potential future dilution mechanics toward the replacement options, while the actual impact will depend on future stock performance and employee exercise behavior. Subsequent disclosures in company filings may provide more detail on how this exchange interacts with remaining equity award capacity.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

(Amendment No. 2)

(Rule 13e-4) 

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

MODERNA, INC.

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

☐ 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)

This Amendment No. 2 to Schedule TO (together with any exhibits and annexes attached hereto, this “Amendment No. 2”), is filed by Moderna, Inc., a Delaware corporation (the “Company”), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the Securities and Exchange Commission on November 13, 2025, as amended by Amendment No. 1 on November 18, 2025 (the “Schedule TO”). The Schedule TO relates to an offer by the Company (the “Exchange Offer”) to certain non-executive officer employee option holders to exchange some or all of their eligible outstanding options to purchase shares of the Company’s common stock for replacement options to purchase shares of the Company’s common stock, upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for Replacement Options dated November 13, 2025 (the “Offer to Exchange”), attached as Exhibit (a)(1)(A) to the Schedule TO and incorporated herein by reference.

This Amendment No. 2 is being made to report the results of the Exchange Offer. Except as otherwise set forth in this Amendment No. 2, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 2. Capitalized terms used but not defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 2 together with the Schedule TO and the Offer to Exchange.

Item 4. Terms of the Transaction.

Item 4(a) of the Schedule TO is hereby amended and supplemented to add the following information:

The Offer expired at 3:59 p.m., Eastern Time, on December 12, 2025. A total of 2,865 Eligible Holders participated in the Offer. Pursuant to the terms and conditions of the Offer, the Company accepted for exchange Eligible Options to purchase a total of 4,328,461 shares of the Company’s common stock, representing 79.9% of the total shares of the Company’s common stock underlying the Eligible Options. All tendered Eligible Options were cancelled effective as of December 12, 2025, and promptly thereafter, in exchange therefor, the Company granted Replacement Options for a total of 1,668,237 shares of the Company’s common stock, pursuant to the terms of the Offer to Exchange and the 2018 Stock Option and Incentive Plan. The exercise price per share of the Replacement Options was $29.46 per share, which was the closing price per share of the Company’s common stock on the Nasdaq Global Select Market on December 12, 2025. The vesting terms of the Replacement Options are described in detail in the Offer to Exchange.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MODERNA, INC.

Date: December 16, 2025

By:

/s/ James Mock

Chief Financial Officer

FAQ

What did Moderna (MRNA) change in its employee stock options?

Moderna completed an exchange in which certain non-executive employees could swap eligible outstanding stock options for new options. The original options were cancelled and replacement options were granted under the 2018 Stock Option and Incentive Plan.

How many Moderna (MRNA) employees participated in the option exchange?

A total of 2,865 eligible holders chose to participate in the exchange offer.

How many Moderna (MRNA) options were exchanged and replaced?

Employees tendered options covering 4,328,461 shares of common stock. In return, Moderna granted replacement options covering 1,668,237 shares of common stock.

What percentage of eligible Moderna (MRNA) options were exchanged?

The exchanged options represented 79.9% of the total shares of Moderna common stock underlying the eligible options.

What is the exercise price of the new Moderna (MRNA) replacement options?

The replacement options have an exercise price of $29.46 per share, equal to the closing price of Moderna’s common stock on the Nasdaq Global Select Market on December 12, 2025.

When did Moderna’s (MRNA) option exchange offer end?

The exchange offer expired at 3:59 p.m. Eastern Time on December 12, 2025, and all tendered options were cancelled effective that date.