STOCK TITAN

Flagship Pioneering trades 9,263 Moderna (MRNA) shares via option exercise

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Moderna, Inc. insider-related entities reported an option exercise and share sale. On May 21, 2026, Flagship Pioneering, LLC exercised stock options to acquire 9,263 shares of Moderna common stock at $19.15 per share, from options that were fully vested and set to expire on August 10, 2026.

That same day, Flagship Pioneering conducted an open-market sale of 9,263 shares of common stock at an average price of $46.84 per share, leaving 3,924 shares of common stock held indirectly by Flagship Pioneering afterward. The filing also shows 2,224,015 shares held directly by Noubar Afeyan and additional indirect holdings of 747,897 shares by Flagship Ventures Fund IV-Rx, L.P. and 3,880,328 shares by Flagship Ventures Fund IV, L.P. The reporting person is the ultimate control person of these entities and disclaims beneficial ownership except to the extent of his pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider AFEYAN NOUBAR
Role null
Sold 9,263 shs ($434K)
Type Security Shares Price Value
Exercise Stock Option (Right to Buy) 9,263 $0.00 --
Exercise Common Stock 9,263 $19.15 $177K
Sale Common Stock 9,263 $46.84 $434K
holding Common Stock -- -- --
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Stock Option (Right to Buy) — 0 shares (Indirect, By Flagship Pioneering, LLC); Common Stock — 13,187 shares (Indirect, By Flagship Pioneering, LLC); Common Stock — 2,224,015 shares (Direct, null)
Footnotes (1)
  1. On May 21, 2026, Flagship Pioneering, LLC ("Flagship Pioneering") exercised options to purchase 9,263 shares of the Issuer's Common Stock at $19.15 per share, which options were set to expire on August 10, 2026. The securities are held directly by Flagship Pioneering. Flagship Pioneering is contractually obligated to transfer and/or remit the proceeds of any sale of shares to Flagship Fund IV, L.P. ("Flagship Fund IV"). The reporting person is the ultimate control person of Flagship Pioneering and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The securities are held directly by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. The reporting person is the sole manager of Flagship Fund IV GP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The securities are held directly by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. The options were fully vested and exercisable.
Shares sold 9,263 shares Open-market sale of common stock on May 21, 2026
Sale price $46.84 per share Average price for 9,263 common shares sold
Option exercise price $19.15 per share Exercise price for 9,263 stock options
Shares remaining at Flagship Pioneering 3,924 shares Indirect Moderna common stock held after transactions
Direct shares held by Afeyan 2,224,015 shares Common stock held directly following reported transactions
Indirect shares via Flagship Fund IV 3,880,328 shares Common stock held by Flagship Ventures Fund IV, L.P.
Indirect shares via Flagship Fund IV-Rx 747,897 shares Common stock held by Flagship Ventures Fund IV-Rx, L.P.
open-market sale financial
"Sale in open market or private transaction"
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
derivative security financial
"Exercise or conversion of derivative security"
A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.
stock option (Right to Buy) financial
"Stock Option (Right to Buy)"
pecuniary interest financial
"disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein"
beneficial ownership financial
"disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
AFEYAN NOUBAR

(Last)(First)(Middle)
C/O FLAGSHIP PIONEERING
55 CAMBRIDGE PARKWAY, SUITE 800E

(Street)
CAMBRIDGE MASSACHUSETTS 02142

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
Moderna, Inc. [ MRNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock05/21/2026M(1)9,263A$19.1513,187IBy Flagship Pioneering, LLC(2)
Common Stock05/21/2026S9,263D$46.843,924IBy Flagship Pioneering, LLC(2)
Common Stock3,880,328IBy Flagship Ventures Fund IV, L.P.(3)
Common Stock747,897IBy Flagship Ventures Fund IV-Rx, L.P.(4)
Common Stock2,224,015D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Option (Right to Buy)$19.1505/21/2026M(1)9,263 (5)08/10/2026Common Stock9,263$0.000IBy Flagship Pioneering, LLC(2)
Explanation of Responses:
1. On May 21, 2026, Flagship Pioneering, LLC ("Flagship Pioneering") exercised options to purchase 9,263 shares of the Issuer's Common Stock at $19.15 per share, which options were set to expire on August 10, 2026.
2. The securities are held directly by Flagship Pioneering. Flagship Pioneering is contractually obligated to transfer and/or remit the proceeds of any sale of shares to Flagship Fund IV, L.P. ("Flagship Fund IV"). The reporting person is the ultimate control person of Flagship Pioneering and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
3. The securities are held directly by Flagship Fund IV. Flagship Ventures Fund IV General Partner LLC ("Flagship Fund IV GP") is the general partner of Flagship Fund IV. The reporting person is the sole manager of Flagship Fund IV GP and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
4. The securities are held directly by Flagship Ventures Fund IV-Rx, L.P. ("Flagship Fund IV-Rx"). Flagship Fund IV GP is the general partner of Flagship Fund IV-Rx. The reporting person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
5. The options were fully vested and exercisable.
Noubar B. Afeyan, Ph.D. By: /s/ Noubar B. Afeyan, Ph.D.05/22/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

Who actually sold Moderna (MRNA) shares in this Form 4 filing?

The sale was made by Flagship Pioneering, LLC, not directly by Noubar Afeyan. Flagship Pioneering is contractually obligated to remit sale proceeds to Flagship Fund IV, L.P., and Afeyan is described as the ultimate control person with beneficial ownership only to his pecuniary interest.

How many Moderna (MRNA) shares were sold and at what price?

Flagship Pioneering, LLC sold 9,263 shares of Moderna common stock at an average price of $46.84 per share. This followed the exercise of options for the same number of shares, creating a matched exercise-and-sell transaction on May 21, 2026.

What stock options were exercised in the Moderna (MRNA) Form 4?

Flagship Pioneering, LLC exercised stock options covering 9,263 Moderna common shares at a $19.15 exercise price. The options were fully vested and exercisable and were scheduled to expire on August 10, 2026, prompting the exercise before expiration.

What are Noubar Afeyan’s reported Moderna (MRNA) share holdings after these transactions?

After the reported transactions, the filing shows 2,224,015 Moderna shares held directly by Noubar Afeyan. It also lists indirect holdings of 3,880,328 shares via Flagship Ventures Fund IV, L.P., 747,897 shares via Flagship Ventures Fund IV-Rx, L.P., and 3,924 shares via Flagship Pioneering, LLC.

Does Noubar Afeyan claim full beneficial ownership of the Moderna (MRNA) shares held by Flagship entities?

No. The filing states that shares held by Flagship Pioneering and related Flagship funds are owned by those entities. Afeyan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, even though he is their ultimate control person or manager.