Moderna, Inc.MRNA
Moderna, Inc. Stock Compensation Disclosure
13. Stock-Based Compensation and Share Repurchase Programs
Equity Plans
In connection with our initial public offering (IPO), we adopted the 2018 Stock Option and Incentive Plan (the 2018 Equity Plan) in November 2018. The 2018 Equity Plan became effective on the date immediately prior to the effective date of the IPO and replaced our 2016 Stock Option and Incentive Plan (the 2016 Equity Plan). The 2018 Equity Plan provides flexibility to our compensation committee to use various equity-based incentive awards as compensation tools to motivate our workforce. The shares of common stock underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of stock, expire or are otherwise terminated (other than by exercise) under the 2018 Equity Plan and the 2016 Equity Plan will be added back to the shares of common stock available for issuance under the 2018 Equity Plan.
The Board of Directors may grant to employees, non-employee directors, consultants and independent advisors equity-based awards during their period of service, generally in the form of stock options, restricted stock units, and performance stock units. The terms and conditions of stock-based awards are defined at the sole discretion of our Board of Directors. We issue service-based awards, vesting over a defined period of service, and performance-based awards, vesting upon achievement of defined conditions. Service based awards generally vest over a four-year period, with the first 25% of such awards vesting following twelve months of continued employment or service. The remaining awards vest in twelve quarterly installments over the following twelve quarters. Stock options granted under the 2018 Equity Plan and the 2016 Equity Plan expire ten years from the date of grant and the exercise price must be at least equal to the fair market value of common stock on the grant date.
As of December 31, 2025, we had a total of 62 million shares reserved for future issuance under our Equity Plans, of which 38 million shares were reserved for equity awards previously granted, and 24 million shares were available for future grants under the 2018 Equity Plan. No additional awards will be granted under the 2016 Equity Plan as it was replaced by the 2018 Equity Plan.
Stock Option Exchange Program
On November 13, 2025, we commenced an offer to exchange certain eligible stock options held by eligible employees of the Company for new stock options (the “Exchange Offer”). Executive officers and members of our Board of Directors were not eligible to participate. The Exchange Offer expired on December 12, 2025.
Under the Exchange Offer, 2,864 eligible employees elected to exchange, and we accepted for cancellation, eligible stock options to purchase an aggregate of 4,289,694 shares of our common stock, representing approximately 80% of the total shares of common stock underlying eligible options. Immediately following the expiration of the Exchange Offer, we granted replacement stock options to purchase an aggregate of 1,653,121 shares of our common stock. The exercise price of the replacement stock options was $29.46 per share, which was the closing price of our common stock on December 12, 2025. The replacement stock options are subject to new vesting schedules based on continued service.
The exchange of stock options resulted in an immaterial incremental stock-based compensation expense, calculated using a lattice option pricing model, which will be recognized together with any unrecognized compensation cost remaining on the exchanged options over the remaining requisite service period of the modified awards.
Options
We have granted options generally through the 2018 Equity Plan and 2016 Equity Plan. The following table summarizes our option activity during the year ended December 31, 2025:
| Number of Options (in millions) | Weighted Average Exercise Price per Share | Weighted- Average Remaining Contractual Term | Aggregate Intrinsic Value(1) (in millions) | |||||||||||||||||||||||
| Outstanding at December 31, 2024 | 26.20 | $ | 59.64 | 5.1 years | $ | 359 | ||||||||||||||||||||
Granted | 8.91 | 30.47 | ||||||||||||||||||||||||
Exercised | (1.22) | 14.06 | ||||||||||||||||||||||||
Canceled/forfeited | (6.71) | 114.24 | ||||||||||||||||||||||||
| Outstanding at December 31, 2025 | 27.18 | 38.63 | 4.8 years | 153 | ||||||||||||||||||||||
| Exercisable at December 31, 2025 | 19.54 | 38.22 | 3.3 years | 151 | ||||||||||||||||||||||
| Expected to vest at December 31, 2025 | 7.64 | $ | 39.67 | 8.7 years | $ | 2 | ||||||||||||||||||||
_______
(1)Aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of common stock for those options in the money as of December 31, 2025.
The total intrinsic value of options exercised was $19 million, $122 million, and $413 million for the years ended December 31, 2025, 2024, and 2023, respectively. The aggregate intrinsic value represents the difference between the exercise price and the selling price received by option holders upon the exercise of stock options during the period. The excess tax benefits realized from tax deductions from option exercises were $2 million, $24 million, and $84 million during the years ended December 31, 2025, 2024, and 2023, respectively. The total consideration recorded as a result of stock option exercises was approximately $17 million, $42 million, and $25 million, respectively, for the years ended December 31, 2025, 2024, and 2023.
Restricted Common Stock Units (RSUs) and Performance Stock Units (PSUs)
We have granted RSUs and PSUs generally through the 2018 Equity Plan. The following table summarizes our RSU and PSU activity during the year ended December 31, 2025:
| Number of Units (in millions) | Weighted Average Grant Date Fair Value per Unit | ||||||||||
| Outstanding, non-vested at December 31, 2024 | 7.86 | $ | 91.60 | ||||||||
Issued | 12.67 | 30.77 | |||||||||
Vested | (6.81) | 63.70 | |||||||||
Canceled/forfeited | (2.52) | 60.43 | |||||||||
| Outstanding, non-vested at December 31, 2025 | 11.20 | 46.11 | |||||||||
The total grant date fair value of RSUs and PSUs vested during the years ended December 31, 2025, 2024, and 2023, was $434 million, $228 million, and $99 million, respectively. The total intrinsic value of RSUs and PSUs vested during the years ended December 31, 2025, 2024, and 2023, was $186 million, $161 million and $120 million, respectively.
During 2025, 2024 and 2023, we granted an immaterial amount of PSUs, respectively, primarily to certain senior executives with vesting that is contingent upon the achievement of specified preestablished goals over the performance period, generally three years. The actual number of common shares ultimately issued is calculated by multiplying the number of PSUs by a payout percentage ranging from 0% to 200%. The estimated fair value of PSUs is based on the grant date fair value.
Valuation and Stock-Based Compensation Expense
Stock-based compensation for options granted under our Equity Plans (excluding options issued in connection with the Exchange Offer) is determined using the Black-Scholes option pricing model. The weighted-average assumptions used to estimate the fair value of options granted for the years ended December 31, 2025, 2024, and 2023 were as follows:
| Weighted Average | ||||||||||||||||||||
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
Options: | ||||||||||||||||||||
Risk-free interest rate | 4.04 | % | 4.28 | % | 4.13 | % | ||||||||||||||
Expected term | 5.54 years | 6.10 years | 6.07 years | |||||||||||||||||
Expected volatility | 66 | % | 50 | % | 48 | % | ||||||||||||||
Expected dividends | — | % | — | % | — | % | ||||||||||||||
Weighted average fair value per share | $ | 18.64 | $ | 49.76 | $ | 57.87 | ||||||||||||||
Stock-Based Compensation Expense
The following table presents the components and classification of stock-based compensation expense for the years ended December 31, 2025, 2024, and 2023 (in millions):
| Years Ended December 31, | |||||||||||||||||
| 2025 | 2024 | 2023 | |||||||||||||||
Options | $ | 152 | $ | 163 | $ | 136 | |||||||||||
RSUs | 314 | 254 | 144 | ||||||||||||||
PSUs | 8 | 5 | 17 | ||||||||||||||
Employee stock purchase plan | 9 | 7 | 8 | ||||||||||||||
Total | $ | 483 | $ | 429 | $ | 305 | |||||||||||
| Cost of sales | $ | 26 | $ | 25 | $ | 37 | |||||||||||
Research and development | 291 | 264 | 157 | ||||||||||||||
| Selling, general and administrative | 166 | 140 | 111 | ||||||||||||||
Total | $ | 483 | $ | 429 | $ | 305 | |||||||||||
Stock-based compensation expenses related to non-employee awards were immaterial for the years ended December 31, 2025, 2024, and 2023.
As of December 31, 2025, there were $633 million of total unrecognized compensation cost related to non-vested stock-based compensation with respect to options, RSUs and PSUs granted. That cost is expected to be recognized over a weighted-average period of 2.1 years at December 31, 2025.
Share Repurchase Programs
On February 22, 2022, our Board of Directors authorized a share repurchase program of our common stock for up to $3.0 billion, with no expiration date. On August 1, 2022, our Board of Directors authorized an additional $3.0 billion under the repurchase program, with no expiration date (collectively with the February 22, 2022 authorization, the 2022 Repurchase Programs). As of December 31, 2025, $1.7 billion of our Board of Directors’ authorization for repurchases of our common stock remains outstanding under the 2022 Repurchase Programs, with no expiration date. The timing and actual number of shares repurchased under the 2022 Repurchase Programs will depend on a variety of factors, including price, general business and market conditions, and other investment opportunities, and shares may be repurchased through open market purchases through the use of trading plans intended to qualify under Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.
The following table summarizes activity related to our share repurchase programs (in millions, except per share data):
| Years Ended December 31, | ||||||||||||||||||||
| 2025 | 2024 | 2023 | ||||||||||||||||||
| Number of shares repurchased | — | — | 8 | |||||||||||||||||
Average price per share(1) | $ | — | $ | — | $ | 143.26 | ||||||||||||||
| Aggregate purchase price | $ | — | $ | — | $ | 1,153 | ||||||||||||||
| Remaining authorization at end of period | $ | 1,667 | $ | 1,667 | $ | 1,667 | ||||||||||||||
_______
(1)Average price paid per share includes related expenses and excise tax, applicable beginning January 1, 2023.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Feb 20, 2026 | Showing above |
| 2024 | Feb 21, 2025 | |
| 2023 | Feb 23, 2024 | |
| 2022 | Feb 24, 2023 | |
| 2021 | Feb 25, 2022 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.