01—Abstract
Summary
Summary of the 8-K filed September 1, 2026. Cited figures are marked; the original filing is the authoritative source.
Moderna, Inc. has successfully completed a private offering of $3.0 billiona in aggregate principal amount of 0.00% Convertible Senior Notes due 2032.
This issuance, which included the full exercise of an over-allotment option for an additional $400 millionb, was conducted under an indenture with U.S. Bank Trust Company, National Association. The Notes are unsecured general obligations of the company, maturing on March 1, 2032, and do not bear regular interest, though special interest may accrue under specific circumstances.
Holders can convert these notes into Moderna's common stock under defined conditions, including specific stock price performance thresholds or if the company undergoes certain events. The initial conversion price is set at approximately $210.58c per share, representing a significant premium to the stock price at the time of the offering, which is intended to mitigate potential dilution.
02—Key points
Key Highlights
- Moderna raised $3.0 billion in gross proceeds from the sale of 0.00% Convertible Senior Notes due 2032.
- The notes are convertible into Moderna's common stock at an initial conversion price of approximately $210.58 per share, a 47.5% premium to the August 27, 2026 stock price.
- Capped call transactions were entered into to mitigate potential dilution from note conversions, with a cap price of approximately $392.62 per share.
- Net proceeds after offering expenses and capped call costs are approximately $2.6 billion, intended for general corporate purposes, including potential investment in its oncology business and debt repayment.
- The notes are unsecured general senior obligations maturing on March 1, 2032.
- Conversion is permitted under specific conditions, including stock price triggers (150% of conversion price for 20 days) and "trading price" thresholds (<98% of conversion value).
- The company may not redeem the notes before September 6, 2029, except for a "cleanup redemption" if outstanding principal falls below $100 million.
03—Questions
Frequently Asked Questions
What are the key terms of the new convertible senior notes issued by Moderna?
Moderna issued $3.0 billion in aggregate principal amount of 0.00% Convertible Senior Notes due 2032. These notes are general senior unsecured obligations, mature on March 1, 2032, and do not bear regular interest, though special interest may accrue. They are convertible into Moderna's common stock under specific conditions.
How will the issuance of these notes potentially affect Moderna's stock and existing shareholders?
The notes are convertible into Moderna's common stock at an initial price of approximately $210.58 per share. To mitigate potential dilution to existing shareholders, Moderna entered into capped call transactions that are expected to reduce dilution and/or offset cash payments upon conversion, up to a cap price of approximately $392.62 per share.
What is the intended use of the proceeds from this offering?
After deducting initial purchasers' discounts, commissions, and the cost of the capped call transactions ($328.8 million), Moderna expects to use the remaining net proceeds of approximately $2.6 billion for general corporate purposes. This may include investing in the growth of its oncology business and potentially repaying debt.
Under what conditions can noteholders convert their notes into Moderna's stock?
Noteholders can convert their notes under several circumstances: 1) if the stock price is at least 150% of the conversion price for at least 20 trading days in a 30-day period; 2) if the 'trading price' of the notes is less than 98% of their conversion value for five consecutive business days; 3) if Moderna calls the notes for redemption; or 4) upon specified corporate events. After December 1, 2031, conversion is allowed regardless of these conditions.
04—Continue