Bancel Stephane 4

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).