UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE TO

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.  )


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)


CALCULATION OF FILING FEE

Transaction Value (1)
  
Amount of Filing Fee (2)
N/A
  
N/A

*
Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing as it relates solely to preliminary communications made before the commencement of a tender offer.

☐
Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: Not applicable.
  
Filing Party: Not applicable.
Form or Registration No.: Not applicable.
  
Date Filed: Not applicable.

☒
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

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

 
☐
third-party tender offer subject to Rule 14d-1.

 
☒
issuer tender offer subject to Rule 13e-4.

 
☐
going-private transaction subject to Rule 13e-3.

 
☐
amendment to Schedule 13D under Rule 13d-2.

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:

 
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

 
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

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.

Exhibit No.
  
Document
   
 
Preliminary Proxy statement for the Special Meeting of Shareholders (incorporated by reference to the Preliminary Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 3, 2025).
 
Email from the Company’s Chief Executive Officer to employees, sent October 3, 2025.
 
Fact sheet regarding the Option Exchange Program.
 
Screenshot of webpage for the Option Exchange Program.
 
Forms of auto-response to inquiries from employees.

Exhibit 99.2

Employee Announcement

To: All Moderna Employees

From:  Stéphane Bancel

Subject: Moderna stock option exchange

Date:  Friday, October 3, 2025

Dear Team,

I want to share some good news with you: with the full backing of our Executive Committee and Board of Directors, we are proposing a one-time stock option exchange program. This is a rare and unique program that we want to offer you.

Why we are doing this

Over the past few years Moderna's stock price has fallen below the grant price of many employee stock options. Those “underwater” options no longer hold the value we intended when we granted them to you. The exchange program would let you trade in eligible old options for new ones priced at market value, restoring their potential to grow as Moderna grows.

Where we are in the process


 •
Today, we filed the first set of required documents with the SEC.


•
Next, our shareholders will vote on the program at a special meeting on November 12.


•
If approved, the exchange window would open shortly afterward; during that window you can choose whether to participate.

What happens next

In the coming weeks we will run live Q&A sessions and post materials so you can see how the program would work and decide if it is right for you. For a quick overview, please visit go/optionexchange on myModerna.

Thank you for everything you do to advance our Mission. We believe this program puts the value of your equity back on track with Moderna’s future, and underscores how much we value your contributions.

Cheers,

Stéphane

This communication is not an offer to exchange any options. The option exchange has not yet commenced, and there can be no assurance that it will be implemented even if it is approved by Moderna shareholders. Moderna will file a Tender Offer Statement on Schedule TO with the SEC if and when the option exchange commences. If Moderna commences the option exchange, we will provide employees who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the program. The new option grant date and end of the tender offer period is subject to change. You should read these materials carefully when they become available, because they will contain important information about the option exchange. You will also be able to obtain the tender offer statement and other documents filed by Moderna with the SEC free of charge from the SEC’s website at www.sec.gov.
Exhibit 99.3
Exhibit 99.4

Moderna’s Voluntary Stock Option Exchange Program
(Subject to Shareholder Approval at the November 12, 2025, Special Meeting)
Why is Moderna proposing an option exchange program?

With the support of our Executive Committee and Board of Directors, Moderna is proposing a one-time stock option exchange program — a rare and unique opportunity we are proud to offer employees.

Many stock options granted in recent years are now “underwater,” with grant prices higher than Moderna’s current stock price. These options no longer provide the value we intended when we granted them.

If approved, this exchange program will allow employees to trade in eligible old options for new ones priced at the market value on the new grant date, restoring their potential to grow as Moderna grows.

Below you will find key dates, on-demand resources, and personalized support designed to help you navigate this exciting opportunity. This site will be updated over the upcoming weeks and months with timely information.
Key Dates (subject to shareholder approval on November 12, 2025)


•
November 12, 2025 – Shareholder vote at the Special Meeting


•
November 13, 2025, 9:00 AM EST – Exchange window opens


o
Exchange site goes live on this day


o
Personalized pre-exchange statements also available on the exchange site


•
December 12, 2025, 3:59 PM EST – Exchange window closes*


•
December 12, 2025 – New grant date and grant price (based on closing stock price)*


•
January 20, 2026 – Exchanged options visible in Fidelity NetBenefits account for review & acceptance


o
Personalized post-exchange statements available in Netbenefits


•
March 12, 2026 – Deadline to accept exchanged awards in Netbenefits (i.e., 90 days from anticipated grant date)

On-Demand Resources


•
Program-at-a-Glance:  Review key features of the program, including eligibility, exchange ratios and vesting requirements


•
Stock Options 101 Video: Refresh your understanding of how stock options work


•
Resources Coming Soon!  (Week of October 20)


o
Brochure: Detailed guide to help you understand the mechanics of the program


o
Interactive GPT:  Get real-time answers to your questions about the program


o
Modeling tool: Explore personalized scenarios based on various assumptions in an excel-based tool


o
Tax Considerations: Review general tax considerations by location


◾
This is not tax advice. We encourage you to consult with a financial/tax advisor to discuss your personal situation.


o
FAQs:  Answers to common questions about the program

Live and Personalized Support


•
Information Sessions (October) – Live sessions hosted by the Moderna Equity Team to learn how the program works and get your questions answered live (Details Coming on October 10)


•
Ask Fidelity sessions (November & December) – Live, interactive sessions hosted by Fidelity to walk you through the mechanics of the program, review illustrative examples and provide details on how to make your selection(s) on the exchange site


o
Click here for the registration links


•
One-on-one support (At Your Convenience) – Direct contact details for Fidelity advisors who can provide personalized guidance


o
If you are located in the U.S., call 1-800-544-9354 to speak with a Fidelity Stock Plan Services associate.


o
If you are located outside of the U.S., go to Fidelity.com/GlobalCall to find the best phone number to call for more information.


o
Representatives are available Monday through Friday 8:00 a.m. to 8:00 p.m., in your local time zone, excluding all holidays observed by the New York Stock Exchange.

Documents Filed with the SEC (Publicly Available Documents)

Because we’re a public company, an option exchange program requires certain SEC filings: a proxy statement (to seek shareholder approval) and, if approved at the Special Meeting (scheduled for November 12, 2025), a Tender Offer – the official, governing document for eligible employees. The Tender Offer sets forth the terms and timing for the exchange, explains how to participate, and serves as the definitive record for the exchange.


 •
Preliminary Proxy Statement (Filed on October 3)


•
Definitive Proxy Statement – Coming Soon!


•
Tender Offer – Coming Soon!

Note:  The preliminary proxy is a draft we file with the SEC for their review. The definitive proxy is the final version sent to shareholders for the vote. We don’t expect changes unless the SEC provides feedback that we need to incorporate in the final/ definitive filing.

* This communication is not an offer to exchange any options. The option exchange has not yet commenced, and there can be no assurance that it will be implemented even if it is approved by Moderna shareholders. Moderna will file a Tender Offer Statement on Schedule TO with the SEC if and when the option exchange commences. If Moderna commences the option exchange, we will provide employees who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the program. The new option grant date and end of the tender offer period is subject to change. You should read these materials carefully when they become available, because they will contain important information about the option exchange. You will also be able to obtain the tender offer statement and other documents filed by Moderna with the SEC free of charge from the SEC’s website at www.sec.gov.
Exhibit 99.5

Equity Mailbox Auto Response

Subject: Thanks for reaching out to the equity team

Hi there,

Thanks for reaching out to the Moderna Equity Team. We want to make sure you get the support you need as quickly as possible. Here’s how to get the fastest help based on your situation:

If you are a former employee:


 •
We will respond to your message within ~72 hours.

If you are a current employee:


 •
Please use the Enterprise Equity Assistant GPT for real-time answers to equity-related questions.


•
You can also explore helpful resources on the equity page on myModerna.

If your question is about the Option Exchange Program:


 •
Visit go/optionexchange for program resources.


•
You may also reach out directly to Fidelity using the contact details listed there.

We appreciate your patience and look forward to supporting you.

Best,

Moderna Equity Team

This communication is not an offer to exchange any options. The option exchange has not yet commenced, and there can be no assurance that it will be implemented even if it is approved by Moderna shareholders. Moderna will file a Tender Offer Statement on Schedule TO with the SEC if and when the option exchange commences. If Moderna commences the option exchange, we will provide employees who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the program. The new option grant date and end of the tender offer period is subject to change. You should read these materials carefully when they become available, because they will contain important information about the option exchange. You will also be able to obtain the tender offer statement and other documents filed by Moderna with the SEC free of charge from the SEC’s website at www.sec.gov.

SNOW Ticket – Response for HR Ops to Provide if tickets are created about the Option Exchange Program

Hi there,

Thanks for reaching out about the Option Exchange Program. We encourage you to start by visiting the myModerna Option Exchange page (go/optionexchange) to access a variety of resources to help you understand the program and key dates.

If you still have questions after reviewing these resources, we recommend contacting a Fidelity advisor or representative. You can find Fidelity’s contact information on the same myModerna page.

Let us know if you need help navigating the resources.

Best,
HR Operations Team

This communication is not an offer to exchange any options. The option exchange has not yet commenced, and there can be no assurance that it will be implemented even if it is approved by Moderna shareholders. Moderna will file a Tender Offer Statement on Schedule TO with the SEC if and when the option exchange commences. If Moderna commences the option exchange, we will provide employees who are eligible to participate in the exchange program with written materials explaining the precise terms and timing of the program. The new option grant date and end of the tender offer period is subject to change. You should read these materials carefully when they become available, because they will contain important information about the option exchange. You will also be able to obtain the tender offer statement and other documents filed by Moderna with the SEC free of charge from the SEC’s website at www.sec.gov.