Moderna Announces Pricing of Upsized $2.6 Billion Offering of Convertible Senior Notes

Back to the Newsroom Moderna Announces Pricing of Upsized $2.6 Billion Offering of Convertible Senior Notes Friday, 28 August 2026 07:00 AM Topic: Financing Proceeds to be utilized for general corporate purposes which may include the flexibility to invest in the growth of our oncology business and repayment of debt Moderna has also purchased a hedge overlay intended to offset dilution up to a cap initially equal to a 175.0% premium to the stock price at pricing CAMBRIDGE, MA / ACCESS Newswire / August 28, 2026 / Moderna, Inc. (NASDAQ:MRNA) ("Moderna"), today announced the pricing of $2.6 billion aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the "notes") in a private placement (the "offering") only to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). The offering was upsized from the previously announced offering size of $2.0 billion aggregate principal amount of the notes. Moderna has also granted the initial purchasers of the notes an option to purchase, for settlement during a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $400.0 million aggregate principal amount of the notes. The sale of the notes to the initial purchasers is expected to close on September 1, 2026, subject to customary closing conditions. The notes will be general senior unsecured obligations of Moderna. The notes will not bear regular interest and the principal amount of the notes will not accrete. The notes will mature on March 1, 2032, unless earlier converted, redeemed or repurchased. Moderna estimates that the net proceeds from the offering will be approximately $2,562.9 million (or approximately $2,957.3 million if the initial purchasers exercise their option to purchase additional notes in full), after deducting the initial purchasers' discount and estimated offering expenses. 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. The notes will be convertible at the option of the holders in certain circumstances. Upon conversion, Moderna will pay or deliver, as the case may be, cash, shares of Moderna's common stock or a combination of cash and shares of Moderna's common stock, at Moderna's election. The conversion rate will initially be 4.7487 shares of Moderna's common stock per $1,000 principal amount of notes (equivalent to an initial conversion price of approximately $210.58 per share of Moderna's common stock). The initial conversion price represents a premium of approximately 47.5% over the last reported sale price of $142.77 per share of Moderna's common stock on the Nasdaq Global Select Market on August 27, 2026. The conversion rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid special interest, if any. In addition, following certain corporate events that occur prior to the maturity date or if Moderna delivers a notice of redemption, it will, in certain circumstances, increase the conversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called (or deemed called, in the case of an optional redemption) for redemption during the related redemption period, as the case may be. Moderna may not redeem the notes prior to September 6, 2029, except in the event of a cleanup redemption as described below. Moderna may redeem for cash all or any portion of the notes (subject to certain limitations), at its option, on a redemption date on or after September 6, 2029 and before the 21 st scheduled trading day immediately prior to the maturity date if the last reported sale price of Moderna's common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which Moderna provides the related notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any, to, but excluding, the redemption date. In addition, subject to certain conditions, Moderna may redeem for cash all, but not less than all, of the notes at any time prior to the 21 st scheduled trading day immediately preceding the maturity date if the aggregate principal amount of the notes that remains outstanding at such time is less than $100.0 million at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid special interest, if any