MRNA · 8-K · 20260901PR378505

Capped Call Transactions

Moderna, Inc. · 2026-09-01 · Importance 34 · Surprise 42

Moderna expects to enter into privately negotiated capped call transactions covering the shares initially underlying the notes. The transactions are intended to reduce potential dilution upon conversion and/or offset cash payments above the notes’ principal amount, subject to a cap. Moderna anticipates that the cap price will initially be at least 150% above the common stock’s last reported sale price on the offering’s pricing date, and would use part of proceeds from any additional notes to enter into additional capped calls.

Key facts

• In connection with pricing the notes, Moderna expects to enter into privately negotiated capped call transactions with initial purchasers or their affiliates and/or other financial institutions. source
• To establish initial hedges for the capped calls, option counterparties or their affiliates are expected to purchase Moderna shares and/or enter into derivatives concurrently with or shortly after pricing, which could increase or reduce a decrease in the market price of Moderna shares or notes at that time. source
• Moderna anticipates that the capped call cap price will initially represent a premium of at least 150% over the common stock’s last reported sale price on the offering pricing date. source
• If initial purchasers exercise their option to buy additional notes, Moderna expects to use a portion of the additional notes’ net proceeds to enter into additional capped call transactions. source
• The capped call transactions will cover, subject to customary adjustments, the number of Moderna common shares initially underlying the notes. source
• After pricing and before maturity, option counterparties or their affiliates may modify hedge positions through derivatives or secondary-market purchases or sales of Moderna securities; this activity could affect Moderna’s share or note prices and holders’ ability to convert or the conversion consideration. source
• The capped call transactions are expected to generally reduce potential dilution upon conversion and/or offset cash payments above the principal amount of converted notes, subject to a cap. source