MRNA: Material agreement · New financial obligation · Unregistered securities sale · Other company developments

Item 1.01 Entry into a Material Definitive Agreement. Indenture and Notes On September 1, 2026, Moderna, Inc. (the “Company”) completed its previously announced private offering (the “Offering”) of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032 (the “Notes”), including the exercise in full of the initial purchasers’ option to purchase up to an additional $400,000,000 aggregate principal amount of the Notes. The Notes were issued pursuant to an indenture, dated September 1, 2026 (the “Indenture”), between the Company and U.S. Bank Trust Company, National Association, as trustee. The Notes are general senior unsecured obligations of the Company and will mature on March 1, 2032, unless earlier converted, redeemed or repurchased. The Notes will not bear regular interest, and the principal amount of the Notes will not accrete. Special interest will accrue on the Notes in the circumstances and at the rates provided in the Indenture. Any special interest will be payable semiannually in arrears on March 1 and September 1 of each year, beginning on March 1, 2027 (if and to the extent that special interest is then payable on the Notes). Holders may convert all or any portion of their Notes at their option at any time prior to the close of business on the business day immediately preceding December 1, 2031 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on December 31, 2026 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock, par value $0.0001 per share (the “common stock”), for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day o