MRNA · 10-Q · 2026Q3 · Full report
Convertible Notes and Capped Calls
Moderna, Inc. · 2026-11-06 · Importance 71 · Surprise 60 · In source text
In September 2026, Moderna issued $3.0 billion of 0.00% Convertible Senior Notes due 2032 and received approximately $3.0 billion in net proceeds. The notes mature in March 2032 and may be settled in cash, common shares, or a combination, at Moderna’s election. Moderna paid $329 million for capped call transactions, which are intended to reduce potential dilution or offset cash payments above principal upon conversion, subject to a cap. The remaining proceeds are intended for general corporate purposes, potentially including oncology-business investment and debt repayment.
Key facts
- In September 2026, Moderna issued $3.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 and received approximately $3.0 billion net proceeds. source
- Moderna reported $2.958 billion in convertible notes as of September 30, 2026, versus none at December 31, 2025. source
- Net cash provided by financing activities increased by $2.8 billion for the nine months ended September 30, 2026 compared with the same period in 2025, mainly due to $2.6 billion of net convertible-note proceeds after capped call payments and a $153 million increase in proceeds from common stock issued through equity plans. source
- Moderna paid $329 million for capped call transactions connected with the 2032 Notes; they are expected to generally reduce potential dilution and/or offset potential cash payments above converted-note principal, subject to a cap. source
- For the nine months ended September 30, 2026, net cash provided by financing activities was $2.8 billion, primarily related to $2.6 billion in net proceeds from convertible notes after payments for related capped call transactions. source
- Moderna received $3.000 billion from issuance of convertible notes during the nine months ended September 30, 2026. source
- In September 2026, Moderna issued $3.0 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 and received approximately $3.0 billion in net proceeds. source
- Moderna used $329 million of the 2032 Notes proceeds to fund related capped call transactions. source
Impact estimates
| metric | direction | stage | expected | basis |
|---|---|---|---|---|
| liability | negative | realized | -22.0% | Moderna reported $2.958 billion in convertible notes as of September 30, 2026, versus none at December 31, 2025. |
| cash | positive | realized | +20.8% | Net cash provided by financing activities increased by $2.8 billion for the nine months ended September 30, 2026 compared with the same… |
| cash | negative | committed | -18.9% | Unless earlier converted, redeemed, or repurchased, the $3.0 billion principal amount of the 2032 Notes is payable at maturity in March… |
| liability | negative | committed | -18.9% | Unless earlier converted, redeemed, or repurchased, the $3.0 billion principal amount of the 2032 Notes is payable at maturity in March… |
| cash | positive | contingent | — | Moderna paid $329 million for capped call transactions connected with the 2032 Notes; they are expected to generally reduce potential… |