Moderna prices $2.6B convertible notes offering due 2032

Moderna, Inc. (NASDAQ: MRNA) has priced a $2.6 billion aggregate principal amount offering of 0.00% Convertible Senior Notes due March 1, 2032, upsized from an originally announced $2.0 billion offering, according to a company statement.

The notes were sold in a private placement to qualified institutional buyers under Rule 144A. Moderna has also granted initial purchasers an option to buy up to an additional $400 million in notes during a 13-day settlement window beginning on the issuance date. The sale is expected to close on September 1, 2026, subject to customary conditions.

Moderna estimates net proceeds of approximately $2.56 billion, or up to approximately $2.96 billion if the overallotment option is exercised in full. The company said it plans to use approximately $285 million of proceeds to fund capped call transactions, with the remainder designated for general corporate purposes, which may include investments in its oncology business and repayment of debt.

The notes carry an initial conversion price of approximately $210.58 per share, representing a 47.5% premium over Moderna's closing stock price of $142.77 on the Nasdaq Global Select Market on August 27, 2026. The conversion rate is set at 4.7487 shares per $1,000 principal amount.

Moderna entered into capped call transactions with certain financial institutions to reduce potential dilution to shareholders upon conversion. The cap price on these transactions is set at $392.62 per share, a 175% premium to the August 27 closing price.

The notes are general senior unsecured obligations and will not bear regular interest. Moderna may not redeem the notes before September 6, 2029, except under limited circumstances. After that date, redemption is permitted if Moderna's stock trades at or above 130% of the conversion price for at least 20 trading days within a specified 30-day window.

The notes and any shares issuable upon conversion have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from registration requirements.

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