Moderna, Inc.·4

Mar 3, 4:10 PM ET

Klinger Shannon Thyme 4

4 · Moderna, Inc. · Filed Mar 3, 2026

Research Summary

AI-generated summary of this filing

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Moderna (MRNA) CLO Shannon Klinger Exercises Options, Sells 13,885 Shares

What Happened
Shannon Thyme Klinger, Moderna’s Chief Legal Officer, exercised stock options and sold shares. On 2026-03-02 she exercised 13,885 option shares at $30.96 per share (cost $429,880) and immediately sold those 13,885 shares in the open market at $52.29 per share for proceeds of $726,047 (pre-tax profit ≈ $296,167). On 2026-02-27 a number of derivative conversions/vests occurred (233; 329; 774; 8,663 shares) and 4,837 shares were surrendered/withheld to satisfy tax withholding obligations at $51.71 per share (proceeds/value ≈ $250,121). On 2026-03-01 Klinger received awards/RSU grants of 29,275 and 38,553 shares (reported as derivative awards).

Key Details

  • Primary sale/exercise: 2026-03-02 — exercised 13,885 shares @ $30.96 (cost $429,880) and sold 13,885 shares @ $52.29 for $726,047. The sale was effected under a Rule 10b5-1 trading plan adopted Sept 9, 2025 (per filing).
  • Tax withholding: 2026-02-27 — 4,837 shares were used to cover tax obligations at $51.71 (value ≈ $250,121). Other small vest/conversion amounts (233; 329; 774; 8,663) appear as derivative conversions.
  • Awards: 2026-03-01 — RSU/award acquisitions of 29,275 and 38,553 shares (reported as derivative grants; vesting schedules noted in footnotes).
  • Transaction codes: M = option exercise/conversion, S = open-market sale, F = shares withheld for tax withholding, A = grant/award.
  • Shares owned after the reported transactions are not specified in the provided excerpt.
  • Filing timeliness: Report filed 2026-03-03 for transactions through 2026-03-02 — appears timely (not flagged as late).
  • Notable footnotes: RSUs convert 1-for-1 (F1); withheld shares represent tax withholding election (F2); 03-02 sale executed under a 10b5-1 plan (F3); multiple grants/options include standard multi-quarter vesting schedules (F4–F9).

Context
This was effectively a exercise-and-sell (cashless) transaction for the 13,885-option block: Klinger paid the exercise cost and immediately sold the resulting shares under a pre-established 10b5-1 plan, realizing gross proceeds of $726K and a spread (sale minus exercise cost) of about $296K. The tax-related disposals on 02-27 reflect share withholding to satisfy tax liabilities from vesting/conversion events rather than opportunistic open-market sales. The new RSU grants reported on 03-01 are subject to future vesting per the footnotes and do not represent immediate cash transactions.

Insider Transaction Report

Form 4
Period: 2026-02-27
Klinger Shannon Thyme
Chief Legal Officer
Transactions
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-27+23354,760 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-27$51.71/sh113$5,84354,647 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-27+32954,976 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-27$51.71/sh160$8,27454,816 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-27+77455,590 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-27$51.71/sh375$19,39155,215 total
  • Exercise/Conversion

    Common Stock

    [F1]
    2026-02-27+8,66363,878 total
  • Tax Payment

    Common Stock

    [F2]
    2026-02-27$51.71/sh4,189$216,61359,689 total
  • Exercise/Conversion

    Common Stock

    [F3]
    2026-03-02$30.96/sh+13,885$429,88073,574 total
  • Sale

    Common Stock

    [F3]
    2026-03-02$52.29/sh13,885$726,04759,689 total
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F4]
    2026-02-272330 total
    Common Stock (233 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F5]
    2026-02-273291,315 total
    Common Stock (329 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F6]
    2026-02-277746,189 total
    Common Stock (774 underlying)
  • Exercise/Conversion

    Restricted Stock Units

    [F1][F7]
    2026-02-278,66325,992 total
    Common Stock (8,663 underlying)
  • Award

    Stock Option (Right to Buy)

    [F8]
    2026-03-01+29,27529,275 total
    Exercise: $53.57From: 2027-03-01Exp: 2036-03-01Common Stock (29,275 underlying)
  • Award

    Restricted Stock Units

    [F1][F9]
    2026-03-01+38,55338,553 total
    Common Stock (38,553 underlying)
  • Exercise/Conversion

    Stock Option (Right to Buy)

    [F3][F10]
    2026-03-0213,88541,658 total
    Exercise: $30.96From: 2026-03-01Exp: 2035-03-01Common Stock (13,885 underlying)
Footnotes (10)
  • [F1]Restricted stock units convert into common stock on a one-for-one basis.
  • [F10]25% of this option vested and became exercisable on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
  • [F2]Represents shares withheld at the election of the Reporting Person to satisfy tax withholding obligations in connection with the vest of restricted stock units.
  • [F3]The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted on September 9, 2025.
  • [F4]25% of the shares subject to this restricted stock unit award vested on March 1, 2023 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
  • [F5]25% of the shares subject to this restricted stock unit award vested on February 28, 2024 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
  • [F6]25% of the shares subject to this restricted stock unit award vested on February 27, 2025 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
  • [F7]25% of the shares subject to this restricted stock unit award vested on March 1, 2026 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
  • [F8]25% of this option will vest and become exercisable on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
  • [F9]25% of the shares subject to this restricted stock unit award will vest on March 1, 2027 with the remainder vesting in twelve (12) equal quarterly installments thereafter.
Signature
/s/ James Dillon, as Attorney-in-Fact|2026-03-03

Documents

1 file
  • 4
    form4.xmlPrimary

    PRIMARY DOCUMENT