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Get filing alertsModerna completes $3.0B 0% convertible notes offering due 2032 with capped call hedge
Filed September 1, 2026 · Period ending August 27, 2026 · ~1 min read
Key Changes
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Completed $3.0B private offering of 0.00% convertible senior notes due 2032, including full exercise of up to $400M initial purchasers' option.
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Initial conversion price of ~$210.58 per share, a 47.5% premium over the $142.77 last sale on Aug 27, 2026.
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Net proceeds ~$2,957.3M; $328.8M used for capped call transactions, remainder for general corporate purposes including oncology investment and debt repayment.
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Capped call cap price initially ~$392.62 per share, a 175.0% premium, to reduce dilution from conversions.
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Notes not redeemable before Sep 6, 2029 except cleanup redemption; optional redemption after that if stock ≥130% of conversion price for specified period.
Item 1.01 verify on EDGAR →
Summary
Moderna completed a $3.0 billion private offering of 0.00% convertible senior notes due 2032, including the full exercise of the initial purchasers' option for an additional up to $400 million. The notes convert at an initial price of approximately $210.58 per share, a 47.5% premium over the last reported sale price of $142.77 on August 27, 2026.
The company entered into capped call transactions with a cap price of about $392.62 per share (175.0% premium) to reduce potential dilution from conversions. Net proceeds were approximately $2,957.3 million after fees, with $328.8 million used for the capped calls and the remainder for general corporate purposes, including potential investment in the oncology business and debt repayment.
The offering was conducted as a private placement to qualified institutional buyers under Rule 144A, and Moderna does not intend to register the notes or underlying shares for resale. The notes are not redeemable before September 6, 2029, except for a cleanup redemption, and holders may require repurchase upon a fundamental change. The transaction provides Moderna with significant capital while limiting near-term dilution through the capped call structure.
Section-by-Section Diff
Event · Item 2.03 — Creation of a Direct Financial Obligation
Item 2.03 also reports this as a direct financial obligation (body incorporates the primary Item by reference).
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Item 2.03 Creation of Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
The 8-K includes a labeled Item 2.03 section. Its body incorporates the primary Item (typically 1.01) by reference rather than restating terms — do not treat that thinness as 'Item 2.03 absent.' The company is signaling creation of a direct financial obligation alongside the agreement disclosure; keep Item 2.03 visible in the report.
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
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The conversion rate for the Notes will initially be 4.7487 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $210.58 per share of common stock). The initial conversion price of the Notes represents a premium of approximately 47.5% over the last reported sale price of $142.77 per share of the common stock on the Nasdaq Global Select Market on August 27, 2026.
The notes are convertible at an initial rate of 4.7487 shares per $1,000 principal amount, equivalent to a conversion price of about $210.58 per share. This represents a 47.5% premium over the last reported sale price of $142.77 on August 27, 2026.
Event · Item 3.02 — Unregistered Sales of Equity Securities
Moderna sold convertible notes in a private placement, convertible into up to 21,012,600 shares of common stock.
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The Company offered and sold the Notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(a) (2) of the Securities Act of 1933, as amended (the “Securities Act”), and for resale by the initial purchasers to persons reasonably believed to be qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.
Moderna sold convertible notes in a private placement exempt from registration under Section 4(a)(2) and Rule 144A. The notes were sold to initial purchasers who may resell them to qualified institutional buyers.
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Based on the initial conversion rate, the Notes are convertible into 14,246,100 shares of common stock and, in limited circumstances, are convertible into a maximum of 21,012,600 shares of common stock.
The notes are initially convertible into 14,246,100 shares of common stock, with a maximum of 21,012,600 shares in limited circumstances. This represents potential dilution to existing shareholders if the notes are converted.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
The Company does not intend to file a registration statement for the resale of the Notes or any shares of common stock issuable upon conversion of the Notes.
Moderna does not plan to register the notes or the underlying shares for resale. Investors who acquire the notes will be limited in their ability to resell them absent an exemption from registration.
Event · Item 8.01 — Other Events
Moderna announced a proposed offering and pricing of notes via press releases on Aug 27-28, 2026.
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On August 27, 2026, the Company issued a press release announcing the proposed Offering.
Moderna disclosed it issued a press release on August 27, 2026 announcing a proposed offering of notes. The 8-K does not provide the size, terms, or use of proceeds for the offering; those details are in the attached exhibits.
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On August 28, 2026, the Company issued a press release announcing the pricing of the Notes.
Moderna disclosed it issued a press release on August 28, 2026 announcing the pricing of the notes. The 8-K does not provide the pricing terms; those details are in the attached exhibits.
Event · Exhibit 99.1
Moderna plans a $2.0B private placement of 0% convertible senior notes due 2032, with capped calls to limit dilution.
Added in current filing · view on EDGAR →
$2.0 billion aggregate principal amount of Convertible Senior Notes due 2032
Moderna intends to offer $2.0 billion of convertible senior notes due 2032 in a private placement to qualified institutional buyers under Rule 144A. The notes will not bear regular interest and the principal will not accrete.
Added in current filing · view on EDGAR →
up to an additional $300.0 million aggregate principal amount of the notes
Moderna will grant the initial purchasers an option to buy up to an additional $300.0 million of notes, exercisable during a 13-day period after issuance. This could increase the total offering size to $2.3 billion.
Added in current filing · verify on EDGAR →
for general corporate purposes, which may include the flexibility to invest in the growth of our oncology business and repayment of debt
Net proceeds will be used to pay for capped call transactions and for general corporate purposes, including potential investment in the oncology business and debt repayment. The filing does not specify amounts allocated to each use.
Added in current filing · view on EDGAR →
the cap price of the capped call transactions will initially represent a premium of at least 150% over the last reported sale price of the common stock on the pricing date of the offering
Moderna expects to enter into capped call transactions to reduce potential dilution from note conversions. The cap price is initially set at a premium of at least 150% over the stock price at pricing, which limits the anti-dilutive protection.
Added in current filing · view on EDGAR →
the option counterparties or their respective affiliates will purchase shares of Moderna’s common stock and/or enter into various derivative transactions with respect to Moderna’s common stock concurrently with or shortly after the pricing of the notes
The option counterparties are expected to buy Moderna stock or enter derivatives to hedge their capped call exposure, which could affect the market price of the stock or notes. They may also adjust hedges over the life of the notes.
Event · Exhibit 99.2
Moderna priced an upsized $2.6B 0% convertible notes offering due 2032 with capped call hedge.
Added in current filing · view on EDGAR →
the pricing of $2.6 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “notes”) in a private placement
Moderna priced $2.6 billion of 0.00% convertible senior notes due 2032 in a private placement to qualified institutional buyers. The offering was upsized from the previously announced $2.0 billion size.
Added in current filing · view on EDGAR →
Moderna expects to use the net proceeds from the offering (i) to pay the approximately $285.0 million cost of the privately negotiated capped call transactions described below and (ii) for general corporate purposes, which may include the flexibility to invest in the growth of our oncology business and repayment of debt.
Net proceeds are estimated at approximately $2,562.9 million, or $2,957.3 million if the initial purchasers' option is fully exercised. Proceeds will fund the capped call hedge cost and general corporate purposes, including oncology investment and debt repayment.
Added in current filing · view on EDGAR →
The cap price of the capped call transactions relating to the notes will initially be $392.6175, which represents a premium of 175.0% over the last reported sale price of Moderna’s common stock on the Nasdaq Global Select Market on August 27, 2026
Moderna entered capped call transactions to reduce potential dilution from note conversions. The cap price is $392.6175, a 175.0% premium to the last reported sale price, limiting the hedge's protection above that level.
Added in current filing · view on EDGAR →
Moderna may not redeem the notes prior to September 6, 2029, except in the event of a cleanup redemption as described below.
The notes are not redeemable before September 6, 2029, except for a cleanup redemption. Holders may require repurchase at 100% of principal upon a fundamental change.
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 2, 2026 · How we verify