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Moderna, Inc. 8-K Report, Regulation FD Disclosure (May 24, 2022)

Reports
Regulation FD·Exhibits & Filings
Filing Date
Filed May 24, 2022
Period End
May 24, 2022
Security
MRNA
In the record · 2018–202610-K910-Q238-K117

MRNA filed 9 annual reports (10-K), 23 quarterly reports (10-Q) and 117 current reports (8-K) between 2018 and 2026.

  1. Material agreement8-K · May ’19May ’19
  2. Leadership change8-K · Mar ’21Mar ’21
  3. Leadership change8-K · Sep ’26Sep ’26

01—Abstract

Summary

Summary of the 8-K filed May 24, 2022. Cited figures are marked; the original filing is the authoritative source.

Moderna, Inc. (MRNA) filed an 8-K on May 24, 2022, primarily to disclose changes to CEO Stephane Bancel's personal stock trading plan under Rule 10b5-1.

The key update is Mr. Bancel's decision to exercise a significant stock option granted in 2013, which is set to expire in August 2023. Mr. Bancel plans to exercise his option to acquire 4,587,155 shares at a nominal price of $0.99a per share, with exercises occurring weekly on Wednesdays and Thursdays starting May 25, 2022. Notably, he intends to contribute all after-tax proceeds from this exercise to charitable causes.

This marks his first exercise of granted stock options. Investors should note that this disclosure is made under Regulation FD and is not considered 'filed' for certain liability purposes.

02—Key points

Key Highlights

  1. CEO Stephane Bancel to exercise a stock option for 4,587,155 shares at $0.99 per share.
  2. The stock option was granted on August 19, 2013, and expires on August 19, 2023.
  3. Exercises will occur weekly on Wednesdays and Thursdays, starting May 25, 2022, until the option is fully exercised.
  4. Mr. Bancel plans to donate all after-tax proceeds from the option exercise to charitable causes.
  5. This is the first time Mr. Bancel will be exercising stock options granted by the company.
  6. The disclosure was made via a blog post and is intended as Regulation FD disclosure, not a formal filing subject to Section 18 liability.

03—Questions

Frequently Asked Questions

  1. What is the main purpose of this 8-K filing?

    The primary purpose of this 8-K filing is to disclose changes to CEO Stephane Bancel's personal stock trading plan, specifically his intention to exercise a significant stock option.

  2. How many shares will Mr. Bancel acquire, and at what price?

    Mr. Bancel plans to exercise his option to acquire 4,587,155 shares of Moderna's common stock at a price of $0.99 per share.

  3. What will Mr. Bancel do with the proceeds from exercising these options?

    Mr. Bancel intends to contribute all of the after-tax proceeds from the exercise of these stock options to charitable causes.

  4. Is this a sale of stock by the CEO, and does it impact his ownership significantly?

    This is the exercise of a stock option, not a sale of previously held shares. The exercise itself doesn't change his beneficial ownership percentage significantly until the acquired shares are sold. However, the stated intention to contribute proceeds to charity suggests he may not hold onto these shares long-term for personal benefit. This is his first time exercising any stock options granted by the company.

04—Continue

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