Moderna Completes $3.0 Billion Offering of 0.00% Convertible Senior Notes Due 2032

Executive Summary

On September 1, 2026, Moderna, Inc. ($MRNA) completed a private offering of $3.00 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032, which included the full exercise of the initial purchasers' option to purchase an additional $400.0 million aggregate principal amount. Concurrently, the company executed capped call transactions to mitigate potential shareholder dilution.

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Key Terms of the Notes

• Principal Amount: $3,000,000,000.
• Coupon / Interest: 0.00% regular interest per annum (non-accreting principal).
• Maturity Date: March 1, 2032, unless earlier converted, redeemed, or repurchased.
• Initial Conversion Rate: 4.7487 shares of common stock per $1,000 principal amount of Notes.
• Initial Conversion Price: Approximately $210.58 per share, representing a ~47.5% premium over the reference closing price of $142.77 on August 27, 2026.
• Conversion Settlement: Cash, shares of common stock, or a combination thereof, at Moderna's election.
• Underlying Shares: Initially convertible into 14,246,100 shares of common stock (up to a maximum of 21,012,600 shares under make-whole adjustment scenarios).

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Capped Call Transactions

• Cap Price: Initially set at $392.62 per share, a 175.0% premium over the $142.77 stock price on August 27, 2026.
• Cost: Moderna deployed $328.8 million of the net offering proceeds to pay for the capped call transactions.
• Purpose: Designed to reduce potential equity dilution upon conversion of the Notes up to the cap price and/or offset cash payments required in excess of the principal amount.

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Net Proceeds & Use of Funds

• Net Proceeds: Approximately $2,957.3 million after underwriting discounts, commissions, and estimated offering expenses.
• Capital Allocation:
  • $328.8 million used to fund the capped call transactions.
  • Remaining Balance (~$2.63 billion) allocated to general corporate purposes, including strategic investments in its oncology pipeline and repayment of existing debt.

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Redemption & Put Options

• Company Optional Redemption: On or after September 6, 2029 (subject to the common stock trading at or above 130% of the conversion price for at least 20 out of 30 consecutive trading days).
• Cleanup Redemption: Redeemable if less than $100.0 million in principal remains outstanding.
• Fundamental Change Put: Holders have the right to require Moderna to repurchase notes at 100% of principal plus accrued special interest upon certain fundamental change events.