Bancel Stephane 4

4 · Moderna, Inc. · Filed Feb 13, 2026

AI-generated summary of this filing

Updated Feb 13, 2026

Moderna (MRNA) CEO Stephane Bancel Receives Award, Sells Shares for Taxes

What Happened

Stephane Bancel, CEO of Moderna (MRNA), had performance-based restricted stock units vest on Feb 11, 2026: 11,271 shares were acquired (vested) at $0.00. To satisfy tax withholding on the vesting, 5,450 shares were withheld/disposed at $41.99 each, generating proceeds of $228,846 withheld for taxes.
The vesting relates to performance-based RSUs granted on Feb 28, 2023 (the “2023 PSUs”). This was not a market sale for cash gain by the insider but a routine tax-withholding share retention.

Key Details

Transaction dates: Feb 11, 2026 (vesting and withholding). Form 4 filed Feb 13, 2026 (timely under the two-business-day rule).
Vesting: 11,271 shares acquired (code A = award/grant). Withholding: 5,450 shares withheld/disposed at $41.99 each (code F = tax withholding), total withheld ≈ $228,846.
Shares owned after the transaction: not specified in this Form 4.
Footnotes: F1 confirms the vesting of 2023 PSUs; F2 confirms shares were withheld at Bancel’s election to satisfy tax withholding; F3–F4 note certain shares are held by entities (Boston Biotech Ventures and OCHA LLC) for which Bancel disclaims beneficial ownership except to the extent of any pecuniary interest.

Context

This was a vesting and tax-withholding event (common when RSUs vest). Withholding of shares to cover taxes is a routine administrative action and is different from an open-market sale signaling investment sentiment.
Transaction codes: A = award/acquisition (vesting); F = tax withholding (share disposition to pay taxes).

Form 4

Period: 2026-02-11

DirectorChief Executive Officer

Transactions

Award
Common Stock
[F1]
2026-02-11+11,271→ 6,193,241 total
Tax Payment
Common Stock
[F2]
2026-02-11$41.99/sh−5,450$228,846→ 6,187,791 total

Holdings

Footnotes (4)

[F1]The reported transaction is the vesting of performance-based restricted stock units granted to the reporting person on February 28, 2023 (the "2023 PSUs").
[F2]Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vesting of the 2023 PSUs.
[F3]These shares are owned directly by Boston Biotech Ventures. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
[F4]These shares are owned directly by OCHA LLC ("OCHA"). The reporting person is the majority equity unit holder and the sole managing member of OCHA. The reporting person disclaims Section 16 beneficial ownership of these securities, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Signature

/s/ James Dillon, as Attorney-in-Fact|2026-02-13

1 file