MRNA · 8-K · 20260901PR378505

Convertible Notes Offering

Moderna, Inc. · 2026-09-01 · Importance 64 · Surprise 42 · In source text

Moderna announced a proposed private placement of $2.0 billion of convertible senior notes due 2032, with an option for initial purchasers to buy up to an additional $300 million. The notes are general senior unsecured obligations, will bear no regular interest, and may be settled in cash, shares, or a combination at Moderna’s election upon conversion. Net proceeds are expected to cover capped-call transaction costs and general corporate purposes, potentially including investment in oncology business growth and debt repayment. Moderna expects capped calls to reduce potential dilution or offset certain conversion-related cash payments, with an initial cap price representing a premium of at least 150% over the stock price at offering pricing.

Key facts

• Moderna announced its intention to offer $2.0 billion aggregate principal amount of Convertible Senior Notes due 2032 in a private placement, subject to market conditions and other factors. source
• Moderna expects to use net offering proceeds to pay the cost of privately negotiated capped call transactions and for general corporate purposes, which may include investment in oncology business growth and repayment of debt. source
• The notes will not bear regular interest, and their principal amount will not accrete. source
• Upon conversion, Moderna may elect to pay or deliver cash, shares of its common stock, or a combination of cash and shares. source
• Moderna intends to grant initial purchasers an option to purchase up to an additional $300.0 million aggregate principal amount of notes during a 13-day period beginning on and including the date the notes are first issued. source
• The notes’ final terms, including the initial conversion rate, will be determined when the notes are priced. source

Impact estimates