Form 8-K · Current report

Moderna 8-K, filed Sep 1, 2026

Filed
CIK
0001682852
Accession no.
0001193125-26-378505
AI-generated summary

Summary

Moderna completed a private offering of $3.0 billion aggregate principal amount of 0.00% convertible senior notes due 2032, including the full exercise of an option to purchase up to an additional $400 million. The notes were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee, and have an initial conversion price of approximately $210.58 per share.

Key points

  • The notes are general senior unsecured obligations of Moderna and mature on March 1, 2032, unless earlier converted, redeemed, or repurchased.
  • The notes do not bear regular interest and their principal amount does not accrete; special interest may accrue under circumstances in the indenture.
  • The initial conversion rate is 4.7487 shares per $1,000 principal amount, equivalent to an initial conversion price of approximately $210.58 per share.
  • The initial conversion price represents a 47.5% premium over the $142.77 last reported sale price of Moderna common stock on the Nasdaq Global Select Market on August 27, 2026.

Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.

Items reported

  • 1.01Entry into a Material Definitive Agreement
  • 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
  • 3.02Unregistered Sales of Equity Securities
  • 8.01Other Events
  • 9.01Financial Statements and Exhibits

From the filing

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On September 1, 2026, Moderna, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $400,000,000 aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 1, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. …

An excerpt of the text as filed with the SEC, cut for length.

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