Moderna completed a $3,000,000,000 offering of 0.00% convertible senior notes due 2032, including an additional $400,000,000 purchased through the initial buyers’ option. Investors face senior unsecured obligations with conversion provisions, while capped calls are expected to reduce potential common-stock dilution or offset certain cash payments above principal.

Key Highlights

  • Moderna’s notes mature on March 1, 2032, unless converted, redeemed or repurchased earlier.
  • Capped call transactions carry an initial cap price of approximately $392.62 per share.
  • Moderna allocated $328.8 million of net proceeds to the capped call transactions.

Moderna, Inc. (NASDAQ: MRNA) completed a $3,000,000,000 offering of 0.00% convertible senior notes due 2032, with the initial purchasers exercising an option for an additional $400,000,000 of notes.

$3B Notes Carry No Regular Interest

The notes were issued under an indenture dated September 1, 2026, with U.S. Bank Trust Company, National Association, serving as trustee. They carry no regular interest, and their principal will not accrete. Special interest can apply under the indenture and, when payable, will be distributed semiannually on March 1 and September 1 beginning March 1, 2027. Holders may convert before the close of Business immediately preceding December 1, 2031, subject to specified conditions. The notes may be redeemed at 100% of principal, plus unpaid special interest where applicable. A cleanup Redemption is available when less than $100,000,000 remains outstanding, while a partial optional redemption requires at least $100,000,000 to remain outstanding afterward.

Capped Calls Address Potential Conversion Dilution

Moderna entered privately negotiated capped call transactions with financial institutions in connection with the pricing on August 27, 2026 and the additional-note option exercise on August 28, 2026. The transactions cover, subject to customary adjustments, the shares initially underlying the notes. The capped calls are expected generally to reduce potential common-stock dilution upon conversion or offset cash payments exceeding converted principal, subject to a cap. That cap was initially approximately $392.62 per share, representing a 175.0% premium over the common stock’s reported sale price of $142.77 per share on August 27, 2026. Net proceeds were approximately $2,957.3 million after discounts, commissions and estimated offering expenses. Moderna used $328.8 million for the capped calls and expects to apply the balance to general corporate purposes, including potential Investment in oncology growth and Debt repayment.

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