Klinger Shannon Thyme 4

What Happened
Shannon Thyme Klinger, Chief Legal Officer of Moderna, had 11,797 restricted stock units (RSUs) convert into common shares on March 5, 2026. Of those shares, 5,704 were withheld to satisfy tax withholding obligations at $57.80 per share, generating $329,691. The RSUs converted with an effective exercise/conversion price of $0.00 (i.e., no exercise price), resulting in a net delivery of approximately 6,093 shares to Klinger.

Key Details

• Transaction date: March 5, 2026; Form 4 filed March 6, 2026 (timely).
• Conversion: 11,797 RSUs converted to 11,797 common shares (transaction code M; conversion/exercise).
• Tax withholding: 5,704 shares withheld (transaction code F) at $57.80/share = $329,691.
• Reported per-share exercise/conversion price: $0.00 (RSUs, not stock options).
• Shares owned after transaction: not specified in the filing.
• Footnotes: RSUs convert one-for-one into common stock (F1); shares were withheld at the reporting person’s election to satisfy taxes (F2); 25% of the award vested Dec 5, 2025, with the remainder vesting in 12 equal quarterly installments thereafter (F3).
• No indication this was an open-market sale or a 10b5‑1 plan; withholding appears to be a routine "sell-to-cover" for taxes.

Context
This is a routine vesting and tax-withholding event for RSUs rather than an open-market sale or purchase. The conversion of RSUs (zero exercise price) and the withholding of shares to pay taxes are standard administrative steps and do not by themselves signal insider buying or selling intent. The filing was made promptly the next day.