Moderna, Inc. filed an 8-K with the SEC on September 1, 2026, disclosing the completion of a private offering of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032, including full exercise of the initial purchasers' overallotment option.

Key Highlights

  • Offering size: $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032, including $400,000,000 from full exercise of the initial purchasers' option.
  • Maturity date: March 1, 2032, unless earlier converted, redeemed, or repurchased.
  • Zero coupon: The Notes will not bear regular interest and the principal amount will not accrete; special interest may accrue only under conditions specified in the Indenture.
  • Conversion rate: Initially 4.7487 shares of common stock per $1,000 principal amount, equivalent to an initial conversion price of approximately $210.58 per share.
  • Conversion premium: The initial conversion price represents a premium of approximately 47.5% over the last reported sale price of $142.77 per share on August 27, 2026.
  • Earliest optional redemption: The company may not redeem the Notes prior to September 6, 2029, except in the event of a cleanup redemption.
  • Trustee: U.S. Bank Trust Company, National Association, serves as trustee under the Indenture dated September 1, 2026.

Terms and Structure of Moderna's 2026 Convertible Note Offering

According to the filing, Moderna, Inc. (NASDAQ:MRNA) completed a previously announced private offering on September 1, 2026. The Notes are described as "general senior unsecured obligations of the Company" and were issued under an Indenture entered into the same day between Moderna and U.S. Bank Trust Company, National Association. The offering total of $3,000,000,000 reflects the base amount plus the full exercise of the initial purchasers' option to acquire up to an additional $400,000,000 in principal amount.

The filing states that the Notes carry a 0.00% coupon and that the principal will not accrete. Special interest, if applicable, will be payable semiannually in arrears on March 1 and September 1 of each year, beginning March 1, 2027. Holders may convert their Notes prior to December 1, 2031 only under specific conditions outlined in the Indenture, including a stock price trigger requiring the common stock to trade at or above 150% of the conversion price for at least 20 trading days in a 30-consecutive-trading-day period, a trading price condition, a company redemption call, or specified corporate events. On or after December 1, 2031, holders may convert at any time. Upon conversion, the company may settle in cash, shares of common stock, or a combination, at its election.

The company disclosed that optional cash redemption is permitted on or after September 6, 2029, provided the common stock price has been at least 130% of the conversion price for at least 20 trading days during any 30 consecutive trading day period. The filing further states that if the company redeems less than all outstanding Notes, at least $100,000,000 aggregate principal amount must remain outstanding after such redemption. A cleanup redemption is permitted if the outstanding principal falls below $100,000,000. The redemption price in both cases equals 100% of principal plus any accrued and unpaid special interest. The Indenture also includes customary events of default and covenants, as described in the filing.

What Was Disclosed

Moderna disclosed the completion of a $3,000,000,000 zero-coupon convertible senior note offering due 2032, including key terms of the Indenture covering conversion mechanics, optional and cleanup redemption provisions, fundamental change repurchase rights, and events of default.