SEC Form SC TO-C filed by Moderna Inc.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No.  )

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Moderna, Inc.

(Name of Subject Company (Issuer) and Filing Person (as Offeror))

Options to Purchase Common Stock, par value $0.0001 per share

(Title of Class of Securities)

60770K107

(CUSIP Number of Class of Securities)

Stéphane Bancel

Chief Executive Officer

Moderna, Inc.

325 Binney Street

Cambridge, Massachusetts 02142

(617) 714-6500

(Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons)

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CALCULATION OF FILING FEE

Check the appropriate boxes below to designate any transactions to which the statement relates:

Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

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Attached is (1) the preliminary proxy statement for the Special Meeting of Shareholders of Moderna, Inc., a Delaware corporation (the “Company”), to be held on November 12, 2025 (the “Preliminary Proxy Statement”), which contains a proposal to be submitted to the Company’s shareholders to approve a stock option exchange program that would allow certain employees who are not executive officers to exchange significantly out-of-the-money or “underwater” stock options, meaning outstanding stock options that have an exercise price that is significantly greater than the market price for the Company’s common stock, for the issuance of new stock options that will be exercisable for fewer shares of the Company’s common stock, with an exercise price equal to the fair market value of the Company’s common stock on the grant date of the new stock options and with new vesting terms (the “Option Exchange Program”); and (2) the following communications regarding the potential Option Exchange Program: (i) an email sent on October 3, 2025, by the Company’s Chief Executive Officer to Company employees; (ii) a fact sheet regarding the Option Exchange Program first made available to employees on October 3, 2025; (iii) a screenshot of a webpage for the Option Exchange Program; and (iv) forms of auto-response to inquiries from Company employees (collectively, the “Employee Communications”).

Neither the Preliminary Proxy Statement nor Employee Communications constitute an offer to holders of the Company’s outstanding stock options to exchange those options. The Option Exchange Program will only be implemented, if at all, if the Company’s shareholders first approve the Option Exchange Program.

The Option Exchange Program has not yet commenced. Even if shareholder approval is obtained, the Company may decide not to implement the Option Exchange Program. The Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission (the “SEC”) if and when the Option Exchange Program commences. Option holders should read the Tender Offer Statement on Schedule TO and other related materials when those materials become available, because they will contain important information about the Option Exchange Program.

The Company’s shareholders and option holders will be able to obtain the written materials described above and the other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov or by directing a written request to: Corporate Secretary, at 325 Binney Street, Cambridge, Massachusetts 02142.

Item 12. Exhibits.

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