CEO Video Script (Approx. 2 minutes)

 

Hello Team. Stéphane here.

I want to take a moment to talk about something important: a step that reflects our deep belief in our team, and our shared future at Moderna.

 
With the support of our Executive Committee and Board of Directors, we are proposing a one-time stock option exchange program.

It’s a rare and meaningful opportunity, and one that we’re very excited to be pursuing.

At Moderna, equity is an important part of how we recognize your impact and share in the value we create together. 

 

Over the past few years, many of the stock options we’ve granted are currently “underwater” — meaning their grant price is higher than our current stock price.

These options were meant to reward your incredible work, and to give you a stake in our success.

 

But today, they no longer provide the value we intended when we first granted them.

 
This one-time stock option exchange program, if approved by our shareholders, will change that.

It gives employees the chance to trade in eligible older options for fewer new ones —
priced at the market value on the new grant date.

 

That means your new options will once again have the potential to grow as Moderna grows.

This program is completely voluntary and was designed thoughtfully… to be fair, transparent, and forward-looking.

 

It supports our ongoing efforts to retain and motivate employees, and to help ensure our long-term equity program continues to reward your commitment and performance. 

 

You will find key dates, on-demand resources, and even a modeling tool on myModerna
to help you make the decision that’s right for you.
In closing, I’m incredibly proud of what we’re building together.

Your talent, your resilience, and your belief in our mission are what make Moderna strong and enduring.

 

Together, we are continuing to deliver on the promise of mRNA for people around the world — and changing the future of medicine.

 

 
Thank you for all that you do, every day.

 

 

 

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Moderna's Stock Option Exchange Modeling Tool  Purpose of this Tool            This tool is designed to help you compare the potential value of your eligible stock options before and after the Option Exchange. It serves multiple purposes:  To help you understand how the program works—for example, how your eligible stock options would look after the exchange if you choose to participate. To allow you to model different scenarios to see how the potential value of your stock options changes at varying stock prices. To provide a way to compare your pre-exchange and post-exchange grants side-by-side and see the “Break-Even Price” at which exchanged stock options could become more or less valuable than your original stock options.   How to Use the Tool  1.Gather your personalized eligible stock option details Through Nov 12, 2025, use the step-by-step guide on go/optionexchange to locate the details for each of your eligible stock option grant(s) in your NetBenefits account. Starting on Nov 13, you can use your personalized pre-exchange statement which will be available on fidelitymicrosite.com/ModernaExchange.  2.Enter your inputs Go to the Grant tabs (labeled Grant 1, Grant 2, etc.). You may not have 8 eligible grants. Enter your eligible stock option information into the yellow highlighted cells (Section 1). Enter an assumed new grant price for the Exchanged Options (Section 2). All other cells will be locked and cannot be edited. Note : This is a required input and must be selected by you. Moderna is not predicting or providing a forecast of future stock price performance. The actual grant price of the stock options you choose to exchange will be determined based on Moderna’s closing stock price on the anticipated grant date of December 12, 2025.  3.Review the scenarios Click the CALCULATE button (Section 3) and review the modeling results (Section 4). The results include a “Break-Even Price” for each eligible grant and the potential values of your pre-exchange and post-exchange stock options at a wide range of stock prices. Note : The range of stock prices is pre-set in the model and cannot be changed. If you make any changes to the inputs in the yellow highlighted cells, you will need to click the CALCULATE button again.  4.View your summary Once you’ve entered your eligible stock option information across the Grant tabs and click the CALCULATE button on each applicable tab, the results will flow automatically to the Summary tab. On this tab, you will see all of your eligible stock option grant(s) consolidated in one place.  5.Refer to the definitions tab (as needed) This tab includes key equity-related definitions to help support your understanding of stock options in general and of Moderna’s Stock Option Exchange Program. For further details on the stock option exchange program, please refer to the additional resources available on the Option Exchange website ( fidelitymicrosite.com/ModernaExchange - available starting Nov 13th) and on myModerna (go/optionexchange - available now).    Important Disclaimer   This modeler is for informational and illustrative purposes only. It is designed to help you understand how Moderna's Stock Option Exchange Program works and the results shown are hypothetical and may not exactly match your final new grant in Fidelity. The actual number of stock options you receive (if you participate) will be confirmed in your Fidelity account and may differ from the modeler results due to rounding. This tool does not forecast Moderna’s stock price and does not provide financial, tax, or investment advice. The new grant price you enter is your choice, and Moderna does not provide guidance on what price to use. The actual grant price of exchanged options will be based on Moderna’s closing stock price on December 12, 2025 (the anticipated grant date). Participation in the Option Exchange is voluntary, and the decision whether to participate is yours. All amounts shown are hypothetical gross amounts and do not account for tax withholdings. For personalized financial or tax advice, please consult your own advisor or contact Fidelity (contact information is available on myModerna and the Option Exchange website). This modeler is intended to be consistent with the terms of Moderna's official Offer to Exchange (Tender Offer). In the event of a discrepancy between what's written here (or what the GPT explains) and what's in the official Tender Offer, the Tender Offer is the document that will govern.

 

 Definitions Stock Option A stock option gives you the right (but not the obligation) to purchase shares of Moderna stock in the future at a fixed price (called the “grant price”), as long as the option has vested and has not expired.   Stock Option Exchange Program  This is a one-time program that gives employees the opportunity to trade in certain eligible “underwater” stock options (outstanding stock options with grant prices equal to or greater than $80.00) for new options at market value (expected to have a grant date of Dec 12, 2025), restoring their potential to grow as Moderna grows.  Outstanding Stock Options A stock option grant that you currently hold and that has not been exercised, expired, or cancelled. Outstanding stock options can include both: (1) Vested stock options, for which you have satisfied all vesting requirements and are able to exercise; and (2) Unvested stock options, for which vesting requirements have not yet been met and which cannot be exercised until they vest.  Vested Stock Options Your stock option grants have required time-based vesting. This means you must remain employed for a certain period of time before those options become yours. Once a option is vested, you have the right to exercise it (buy shares at the grant price).  Unvested Stock Options These are the portions of your stock option grant that you have not yet earned because you haven’t satisfied the required time-based vesting. Unvested options cannot be exercised and will be forfeited if you voluntarily leave Moderna before they vest.  Grant Price The fixed price (set on grant date) that you must pay to purchase one share of Moderna stock under your option grant. For stock options you choose to exchange, the new grant price will equal the closing stock price on December 12, 2025 (the anticipated grant date).  In-the-Money Stock Options When Moderna's current stock price is higher than your stock option’s grant price—your option has value.  Underwater Stock Options When Moderna's current stock price is lower than your stock option’s grant price—your option has no current value.  Additional Vesting Requirements (specific to Moderna's Stock Option Exchange Program) All exchanged options will be subject to additional vesting requirements starting on the New Grant Date (expected to be December 12, 2025), even if the Eligible Options you exchanged were already vested in whole or in part. For any stock options that were vested as of Dec 12, 2025 that you chose to exchange, your new vesting will be: 50% will vest on the 1st anniversary of the New Grant Date and 50% will vest on the 2nd anniversary of the New Grant Date. For any unvested stock options as of Dec 12, 2025 that you choose to exchange, your original remaining vesting dates will be extended by 1 year (i.e, 12 months will be added to each of your remaining vesting dates - the vesting cadence stays the same).  Break-Even Price Represents the stock price at which the value of your original, pre-exchange grant and the value of your post-exchange grant would be equal. Think of the “break-even price” as the balance point on a see-saw. On one side are the underwater options you have (with a higher grant price), and on the other are the fewer new options you receive (with a lower grant price). The break-even price is where those two sides are equal — meaning the total potential value of the new options equals the original ones. Once the stock price rises above that point, the new options become more valuable than the ones you chose to exchange/ give up.  Expiration Date The last date you can exercise your stock option grant. At Moderna, stock options have a 10-year term from the original grant date. These expiration dates will not be extended under the Stock Option Exchange Program — the original expiration dates remain unchanged. To receive the full 10-year term, you must remain actively employed at Moderna. If your employment ends before the expiration date, you may have period of time to exercise your vested options (called a post-termination exercise window). For details, please refer to the Equity Termination Treatment Summary on myModerna. Equity Termination Treatment  Exchange Ratios The grant price of your original stock option grant determines how many old options you’ll need to trade in for each new one. Exchange Ratio (Surrendered # of Stock Options to # of New Stock   Grant PriceOptions) $80.00 to $99.992.0 to 1 $100.00 to $149.003.0 to 1 $150.00 to $199.994.0 to 1 $200.00 to $299.994.5 to 1 $300.00 and above5.0 to 1  Restricted Stock Units (RSUs) RSUs are a form of equity compensation that represent a promise to deliver shares of Moderna stock to you once time-based vesting requirements are met. Unlike stock options RSUs do not require you to pay an exercise price — once they vest, the shares are delivered to you. When your RSUs vest, the shares are yours. You can choose to sell them (subject to Moderna’s Insider Trading Policy) or hold them. Vested RSUs never expire, and you may keep the shares even if your employment with Moderna ends. RSUs are not eligible for the Option Exchange Program.

 

 Summary      Original/ Pre- Exchange      Post-Exchange        Grant 1          02/28/2023          $ Grant 2 Grant 3 Grant 4 Grant 5 Grant 6 Grant 7 Grant 8   150.00   1,000          250 $   191.67 $   -          $          -          $   -          $          6,250 $   -          $          18,750 $   -          $          31,250 $   50,000 $   43,750 $   150,000 $   68,750    Note: A range of illustrative Moderna stock prices have been pulled into this summary tab for an overall review of your modeling results. The stock prices pulled into this tab do not indicate any prediction of Moderna's stock price performance

 

 Stock Options Eligible for Exchange (Grant 1)    1.          Enter Your Eligible Stock Option Grant Details (Cells Highlighted in Yellow) Grant Date Grant Price ($) Total # of Stock Options Eligible for Exchange Exchange Ratio  2.          Enter Your Assumed New Grant Price (Cell Highlighted in Yellow) Estimated Grant Price ($) of New Grant    Through Nov 12, 2025, use the step-by-step guide on go/optionexchange to locate the details for each of your eligible stock option grant(s)s in your NetBenefits account. Starting on Nov 13, you can use your personalized pre-exchange statement which will be available on fidelitymicrosite.com/ModernaExchange.         This is an assumption you must enter to model different scenarios; the new grant price for exchanged options won't be known until Dec 12, 2025.    3.Click the "Calculate" Button Below to Update the Estimated Values    4. Review Your Modeling Results Total # of Stock Options Post Exchange250 Break-Even Price ($)$191.67This is the price where your pre and post exchange options have the same value. A key driver of this price is the assumed new grant price you entered above in step #2.   $20$0$0 $25$0$0 $30$0$1,250 $35$0$2,500 $40$0$3,750 $45$0$5,000 $50$0$6,250 $55$0$7,500 $60$0$8,750 $65$0$10,000 $70$0$11,250 $75$0$12,500 $80$0$13,750 $85$0$15,000 $90$0$16,250 $95$0$17,500 $100$0$18,750 $105$0$20,000 $110$0$21,250 $115$0$22,500 $120$0$23,750 $125$0$25,000 $130$0$26,250 $135$0$27,500 $140$0$28,750 $145$0$30,000 $150$0$31,250 $155$5,000$32,500 $160$10,000$33,750 $165$15,000$35,000 $170$20,000$36,250 $175$25,000$37,500 $180$30,000$38,750 $185$35,000$40,000 $190$40,000$41,250 $195$45,000$42,500 $200$50,000$43,750 $225$75,000$50,000 $250$100,000$56,250 $275$125,000$62,500 $300$150,000$68,750 $325$175,000$75,000 $350$200,000$81,250 $375$225,000$87,500 $400$250,000$93,750 $425$275,000$100,000 $450$300,000$106,250 $475$325,000$112,500 $500$350,000$118,750 $525$375,000$125,000

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Understanding Moderna’s Stock Option Exchange Program At Moderna, equity is an important part of how we recognize your impact and share in the value we create together. Over the past few years, Moderna’s stock price has fallen below the grant price of many employee stock options. Those “underwater” stock options no longer hold the value we intended when we granted them to you. This one-time exchange program is a rare and meaningful opportunity for employees to exchange eligible old stock options for new ones priced at market value, restoring their potential to grow as Moderna grows. This program is an investment in you - supporting your longterm financial well-being and helping you build toward lasting value. In this guide, you’ll learn how the program works and how to make your exchange selection(s). An investment in you, aligned with the future we’re creating together. The exchange window opens on Friday, November 13, 2025, at 9:00 AM EST and closes on Friday, December 12, 2025, at 3:59 PM EST. You can make or change your selections any time during this window at fidelitymicrosite.com/ ModernaExchange. If you do not make an active selection to participate in the Stock Option Exchange Program, none of your eligible stock options will be exchanged.

 

 

 AN ILLUSTRATIVE EXAMPLE... Imagine Mike receives a grant of 1,000 stock options on February 28, 2023, with a grant price of $150/share. Mike can exercise these stock options once they’re vested. In this hypothetical example, here’s what that value could look like under two potential Moderna stock prices. If Moderna’s stock price increases to $200: If Moderna’s stock price decreases to $50: 1,000 Stock options $200 Exercise price $150 Grant price x ( – ) = $50,000 1,000 Stock options $50 Exercise price $150 Grant price x ( – ) = $0 Since the stock price of $50 is less than the original grant price, the option is underwater/out of the money and has no value. Understanding Stock Options Stock options are equity awards that allow you to buy shares of Moderna stock at a fixed price that’s established when your award is granted to you. This fixed price is called the “grant price.” The value of your stock options is determined by comparing the current market price of Moderna stock and the grant price. In other words, each stock option’s value is equal to any increase in Moderna’s stock price from the day it was granted to you. Stock options generally vest 25% per year over four years: 25% on the first anniversary of the grant date and then 6.25% per quarter for the next three years. Once your stock options are vested, you need to exercise them before they can become actual shares of Moderna stock. The market price of Moderna stock on the day you exercise your stock options is called the “exercise price.” As long as the current market price of Moderna stock is higher than the grant price, you can exercise any (or all) of your vested stock options before they expire. This means the value of your stock options depends on the value of Moderna stock. As Moderna stock rises, the value of your stock options does, too. As Moderna stock declines, the value of your stock options also declines. If the value of Moderna stock is lower than the grant price, your stock options have no value (i.e., they are “underwater” and “out-of-the-money”). Stock options generally expire 10 years from the grant date (subject to continued employment). You’ll owe income taxes on the value of your stock options when you choose to exercise them (i.e., the taxable event is not at the vesting date). When you exercise your stock options, you receive a distribution equal in value to the exercise price minus the grant price. There are different ways to receive this distribution. Depending on the choice you make when exercising your grants, the value of these grants may be received as Moderna stock (Exercise and Hold) or cash (Exercise and Sell). 3

 

 AN ILLUSTRATIVE EXAMPLE 700 vested stock options ÷ Understanding the Stock Option Exchange Program As noted earlier, Moderna is offering an opportunity to exchange eligible outstanding stock options for new stock options with a grant price equal to today’s fair market value, along with updated vesting terms. In general, all active employees* are eligible to make this exchange selection on all outstanding (i.e., vested & unexercised and unvested) stock options that have a grant price equal to or greater than $80.00. Important: This exchange is only available to active employees. Employees who terminate employment—or receive notice of a future termination date—on or before December 12, 2025, are not eligible to participate in this program; any selections made will be canceled. 4 How the Exchange Works Should you choose to exchange any of your eligible stock options, they will be converted to a new stock option award, and the grant price will be Moderna’s stock price at close of market on December 12, 2025. The number of stock options you will receive will be based on the following exchange ratios. If your grant price prior to the Exchange is… Then the Exchange Ratio is… $80.00 to $99.99 2.0 to 1 $100.00 to $149.99 3.0 to 1 $150.00 to $199.99 4.0 to 1 $200.00 to $299.99 4.5 to 1 $300.00 and above 5.0 to 1 4 Exchange ratio based on a grant 300 price of $150 unvested stock options 250 stock options = 175 stock options 75 stock options Let’s use Mike’s 1,000 stock options with a grant price of $150 as an example. Out of his 1,000 eligible outstanding stock options, 700 of them are vested and 300 are unvested. If he chooses to exchange this award, his 1,000 stock options will convert to 250 unvested stock options at a new grant price based on Moderna’s stock price at close of market on December 12, 2025. Note: All share calculations will be rounded down to the nearest whole share; no fractional shares will be granted. *Executive Committee members, our Board of Directors, advisors and consultants are not eligible for this program. What will change if you participate in the exchange program: • New grant date (December 12, 2025) • New grant price (Moderna’s closing stock price on December 12, 2025) • Number of Stock Options granted post-exchange • New vesting schedule (refer to page 6 for additional details) All other key terms and conditions of your awards, including the expiration date, will remain the same. Refer to your award agreement that will be available in your stock plan account on January 19, 2026.

 

 Understanding the Stock Option Exchange Program (cont.) 5 Understanding the Potential Impact of this Exchange on your Awards Let’s use Mike, again, as an example. He needs to decide whether or not to exchange his 1,000 stock options with a grant price of $150/share, for 250 stock options with a grant price based on Moderna’s stock price on December 12, 2025. For purposes of this example, let’s say the new grant price is $25. This assumption should not be viewed as a prediction of Moderna’s future stock price. To make this decision, he needs to understand how different Moderna stock prices will impact the potential value of his original grant, as well as the post-exchange grant. The graph below outlines what the potential value of the original grant and post-exchange grant would be at different Moderna stock prices. In this case, if the Moderna stock price stays below $192, the post-exchange grant would hold more value. If the Moderna stock price goes above $192, then the original grant would hold more value. We refer to this price point as the Break-Even Price*, which is included in the personalized statement Mike received (located on fidelitymicrosite.com/ModernaExchange). Mike should evaluate his own risk profile and assessment of Moderna’s future stock price to determine if he would like to exchange his grant. *Represents the stock price at which the value of your original grant and the value of your post-exchange grant would be equal. Think of the “break-even price” as the balance point on a see-saw. On one side are the underwater stock options you have (with a higher grant price), and on the other are the fewer new stock options you receive (with a lower grant price). The break-even price is where those two sides are equal — meaning the total potential value of the new stock options matches the old. Once the stock price rises above that point, the exchange tilts in your favor, and the new stock options become more valuable than the ones you gave up. Refer to the modeling tool on myModerna.com (go/optionexchange) to explore alternative scenarios. $450,000 $400,000 $350,000 $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $0 $0 $25 $50 $75 $100 $125 $150 $175 $200 $225 $250 $275 $300 $325 $350 $375 $400 $425 $450 $475 $500 $525 Hypothetical Moderna Stock Prices Original Grant Post-Exchange Grant Break-Even Price Estimated Value ($) Original vs. Post-Exchange — Total Grant Value

 

 Understanding the Stock Option Exchange Program (cont.) *Calculation details: 700 divided by 4 = 175; 300 divided by 4 = 75 6 New Vesting Schedules If you choose to exchange your awards, the vesting schedule for the exchanged awards will be extended, as follows: • For any vested, but unexercised stock options, 50% of your exchanged stock options will vest on the first anniversary of the grant date (i.e., Dec. 12, 2026) and the remaining 50% will vest on the second anniversary (i.e., Dec. 12, 2027). • For any unvested stock options, your original vesting schedule will be extended by one year (i.e., each vesting date will be pushed out by 12 months). Let’s look at Mike’s awards. He was granted 1,000 stock options on February 28, 2023, with a standard four-year vesting schedule. At this point in time, that means 700 stock options are vested and 300 remain unvested. So, if Mike chooses to exchange this award, here is how the vesting schedule will be impacted: Original Award Post-Exchange Award # Stock Options Granted 1,000 # Stock Options Granted 250 Grant Price $150 Grant Price $25 Vested Stock Options 700 New Stock Options from Vested Portion 175* Unvested Stock Options 300 New Stock Options from Unvested Portion 75* Vested, but Unexercised Stock Options Original Quantity Original Vesting Date Post-Exchange Quantity New Vesting Dates 700 Already vested 88 12/12/2026 87 12/12/2027 Unvested Stock Options Original Quantity Original Vesting Date Post-Exchange Quantity New Vesting Dates 60 2/28/2026 15 2/28/2027 60 5/28/2026 15 5/28/2027 60 8/28/2026 15 8/28/2027 60 11/28/2026 15 11/28/2027 60 2/28/2027 15 2/28/2028 Keep in mind: Participating in the exchange does not impact the expiration date of your stock options. You must exercise your stock options before they expire (subject to continued employment). This is based on the original grant date. If you do not make an active selection to participate in the Stock Option Exchange Program, none of your eligible stock options will be exchanged.

 

 What’s Happening When? 7 Exchange Window Opens November 13, 2025 (9:00AM EST) Exchange Window Closes December 12, 2025 (3:59PM EST) New Grant Date for Exchanged Stock Options December 12, 2025 New Grants & Post-Exchange Personalized Statements Available on NetBenefits.com January 19, 2026 Deadline to Accept Terms & Conditions of New Grants on NetBenefits.com March 12, 2026 (90 days from new grant date) Remember: If you do not make an active selection to participate in the Stock Option Exchange Program, none of your eligible stock options will be exchanged. NOV 2025 DEC 2025 JAN 2026 MAR 2026

 

 How to Make Your Selections 8 Once you click Make Your Selection, you will be brought to a page that outlines your eligible stock options for exchange. You’ll then be prompted to confirm your selections. Select Confirm and you will be redirected to a confirmation page that shows your selections. We encourage you to save this for your records. You can revisit the site at any time during the exchange window to update your selections. To participate in the Stock Option Exchange Program, you’ll need to visit fidelitymicrosite.com/ModernaExchange to make your selections. On the site, you will find information about the program, including a variety of resources to help guide your decision making. Remember: If you do not make an active selection to participate in the Stock Option Exchange Program, none of your eligible stock options will be exchanged. You must make a selection for each grant and then click Confirm Exchange Selection. Screenshots are for Illustrative Purposes Only. 3:59 PM EST

 

 Resources 9 Register for an Ask Fidelity session Sign up for a virtual Ask Fidelity session to learn more and ask questions about the Stock Option Exchange Program. Speak with a Representative: If you have questions or need more information, call to speak with a Fidelity professional: • If you are based in the U.S., call 1-800-544-9354 to speak with a Stock Plan Services associate. • If you are based internationally, go to Fidelity.com/GlobalCall to find the best phone number to call for more information. Representatives are available Monday through Friday 8:00 a.m. to 8:00 p.m., in your local time zone, excluding holidays. Additional Resources on myModerna Visit go/optionexchange for: • Modeling tool, interactive GPT, and FAQs • Refresher video about stock option awards • Location specific tax considerations This brochure is for informational purposes only and does not constitute legal or financial advice. Participation in the Stock Option Exchange Program is voluntary and subject to the terms outlined in the official offering documents and Moderna’s 2018 Stock Option and Incentive Plan. Fidelity Stock Plan Services, LLC, provides recordkeeping and/or administrative services to your company’s equity compensation plan, in addition to any services provided directly to the plan by your company or its service providers.. A link to third-party material is included for your convenience. The content owner is not affiliated with Fidelity and is solely responsible for the information and services it provides. Fidelity disclaims any liability arising from your use of such information or services. Review the new site’s terms, conditions, and privacy policy, as they will be different from those of Fidelity’s sites. Fidelity does not provide legal or tax advice. The information herein is general in nature and should not be considered legal or tax advice. Consult an attorney or tax professional regarding your specific situation. Your company has requested that Fidelity Stock Plan Services, LLC, send this important information to you. Moderna and Fidelity Stock Plan Services, LLC are not affiliated. Fidelity Stock Plan Services, LLC © 2025 FMR LLC. All rights reserved. 1228558.1.1

 

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These Q&As are intended to be consistent with the terms of Moderna’s official Offer to Exchange (Tender Offer) and have also been used to inform Moderna’s GPT resource. In the event of a discrepancy between what’s written here (or what the GPT explains) and what’s in the official Tender Offer, the Tender Offer is the document that will apply.

This document provides comprehensive Q&A in an expandable (accordion) format. Click to expand the topics and questions you want to learn more about, or use the quick keyword search (Ctrl+F) to jump straight to what you need. There is no expectation to read the full document.

General Program Overview

Why is Moderna offering an option exchange program? What is a stock option exchange program?

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. The exchange program gives you the opportunity to trade in eligible old options for new ones priced at market value*, restoring their potential to grow as Moderna grows.

We’re offering this program as a direct investment in your long-term financial well-being - to put the value of your equity back on track and to recognize the impact you make every day.

The exchange is based on a set of exchange ratios determined by grant price (see FAQ below for the exchange ratios).

For example, if the exchange ratio is 3:1, you would return 3 underwater stock options to receive 1 new stock option.

Note:  This is an option for option exchange – you will not receive Restricted Stock Units (RSUs) as part of this exchange.

* The new grant price will be the closing price on the date at the end of the exchange offer, which we expect to be December 12, 2025.

Why was the $80 grant price selected as the eligibility threshold? Why not something higher or lower?

The $80 grant price was selected to target options that are meaningfully underwater — where the original grant price is significantly higher than the current market price.

A key consideration in designing this program was ensuring alignment with the expectations of our shareholders, who must approve programs like this. They have specific guidelines and design standards for stock option exchange programs, and we factored their views directly into our proposal.

The $80 threshold also represents a cutoff above Moderna’s 52-week trailing high, which is an important metric many investors use when evaluating and approving these types of programs.

By setting the threshold at $80, does Moderna believe the stock won’t recover to that level anytime soon?

No. The $80 threshold does not reflect a prediction about future stock performance.

We selected this price point to focus the exchange program on options that are significantly underwater today, and therefore less likely to serve their intended purpose of motivating and retaining employees in the near to medium term. These options are multiple times above our current stock price, making them less effective as incentives.

This program is not about projecting stock price recovery timing—it’s about ensuring our equity compensation remains a meaningful tool to reward your commitment and performance. We remain confident in Moderna’s long-term outlook, and this program is one of many ways we’re investing in our people as we continue to build for the future.

Is participation required?

No. Participation is entirely voluntary. You can choose whether or not to participate and select which eligible grants you want to exchange.

How should I decide whether or not to participate?

The decision to participate is a personal one and will depend on the approach that best supports your goals and priorities — along with your views about Moderna’s future, Moderna’s stock price performance, the broader economic environment, and the performance of publicly traded stocks generally.

When considering your decision, you may want to reflect on the following:

We understand this is an important personal decision. While we cannot predict Moderna’s future stock performance, we encourage you to review the program materials, explore the modeling tool, and participate in live information sessions to help you decide what makes the most sense for you.

What do the Executive Committee members and our Board of Directors think of this Offer? Who can I contact to help me decide whether or not I should exchange my eligible options?

Although Moderna’s Board of Directors has approved this program, neither our Executive Committee members nor our Board of Directors are making any recommendation as to whether individuals should choose to exchange or keep eligible options. Neither the Board nor the Executive Committee is eligible for this exchange program.

This decision is a personal one. You may wish to consult your own financial, legal, and/or tax advisors to help determine what is best for your situation.

You can also reach out to a Fidelity advisor or representative for personalized support. Fidelity’s contact information is provided on the Option Exchange website (fidelitymicrosite.com/ModernaExchange) and on myModerna (go/optionexchange).

Will exchanged stock options have new vesting schedule(s)?

Yes. All stock options selected to be exchanged will have additional vesting requirements. This design serves two important purposes:

Here’s how it works:

An illustrative example is provided in the information session materials and included in the program brochure on myModerna (go/optionexchange).

Program Timeline (dates subject to change; program subject to shareholder approval)

When will the exchange election window open?

The exchange window is scheduled to open at 9:00 a.m. EST on Thursday, November 13, 2025, and close at 3:59 p.m. EST on Friday, December 12, 2025.

When will I see my exchanged options in my Fidelity account?

Exchanged options will appear in your Fidelity account by January 19, 2026.

You will receive an email notification from Fidelity when they are available for review and acceptance.

You will also receive a personalized post-exchange statement by January 19, which will be posted to your Fidelity NetBenefits account.

Do I need to re-accept the exchanged options in Fidelity?

Yes. You must accept your new stock option grant, agreeing to the terms and conditions of the exchanged award within 90 days from the new grant date, which we expect to be March 12, 2026 (based on a Dec 12, 2025, grant date).

If you do not accept your new stock option grants by the deadline, they will be cancelled/forfeited. Fidelity and the Equity Team will be sending reminders about this requirement throughout the acceptance period.

Eligibility & Participation

Who is eligible to participate? What options are eligible for exchange?

All employees with outstanding* stock options — whether annual, new hire, or special grants — are eligible to participate, as long as:

*Outstanding options include both vested (unexercised) and unvested options.

Stock options that you have already exercised (even if you did not yet sell them – that is, you exercised and held them) are not eligible for exchange.

Executive Committee members, the Board of Directors, and advisors or consultants are not eligible to participate in this program.

Employees who have a future termination date as of December 12, 2025 (i.e., notified on or before that date of a future termination), or who have voluntarily resigned effective on or before December 12, 2025, are not eligible to participate.

Note: Moderna’s stock price has not been at or above $80.00 since August 2024. Employees hired in August 2024 or after would not have received stock option grants with prices ≥ $80.00 and therefore are not eligible to participate in this program.

What options are not eligible for exchange?

Stock options with grant prices below $80 are not eligible for exchange.

Can I exchange the remaining portion of an eligible option grant that I have already partially exercised?

Yes, any unexercised portion of an eligible option grant can be exchanged. If you have previously exercised a portion of an eligible option grant, only the portion of that option grant that has not yet been exercised will be eligible to be exchanged.

For purposes of this exchange program, how will you determine which options are vested or unvested?

Determination will be made as of December 12, 2025.

Any options vesting on or before December 12 will be considered vested for the exchange. Any options vesting after December 12 will be unvested.

Vested and unvested options you select to exchange will have additional vesting requirements. Refer to the FAQ above for vesting requirements on exchanged options.

Are RSUs eligible for exchange?

No. This exchange program only applies to outstanding stock options with grant prices greater than or equal to $80.00.

RSUs and shares acquired under the Employee Stock Purchase Plan (ESPP) are not eligible for exchange.

Why is this program only for employees with stock options? It doesn’t feel fair since I chose RSUs.

That’s a great question — and it’s understandable that it might feel that way at first.

The Stock Option Exchange Program was designed to address a specific situation: underwater stock options — options that currently have no value because the stock price is below the original grant price.

Employees who chose RSUs instead of stock options already hold awards that retain some, albeit less value when the stock price declines because RSUs are yours to keep once they vest. By contrast, stock options only hold value when the stock price rises above the grant price.

Once your RSUs vest, they’re yours to keep — even if you leave Moderna — and you can choose when you wish to sell them (i.e., they don’t expire) which gives unlimited time for growth. In comparison, stock options have a 10-year term from the grant date (while you remain employed) before they expire and are canceled. If you leave Moderna, there’s a limited period of time to exercise your vested options before they’re canceled.

While RSUs may be worth less than when they were granted (for example: RSUs granted at $80 are now worth $25), they still hold value. Employees who chose options at $80, however, are now completely underwater — those options have no current value. Through the exchange ratio, these employees will be able to trade their underwater options for a smaller number of new options with a lower grant price (for example: return two stock options at $80 to get one new stock option at $25).

In essence, everyone has felt the impact of the stock price decline, but this program helps those with underwater options regain potential for future value growth, while employees with RSUs already maintain current, tangible value.

The Stock Option Exchange Program is a way to restore potential value for employees holding options that are currently underwater.

How can I participate in this Stock Option Exchange Program?

Deadline: Your properly completed selection(s) must be submitted no later than 3:59 p.m. Eastern Standard Time (EST) on December 12, 2025.

Access the Option Exchange website at fidelitymicrosite.com/ModernaExchange. Login using your Fidelity NetBenefits credentials.

Once you  acknowledge and agree to the terms and conditions, you’ll be able to access the exchange website. You’ll need to provide this acknowledgement to be able to submit your selection(s).

After logging in, you will be able to view a personalized pre-exchange statement that will provide details for each eligible stock option grant you hold, including:

You will also find a variety of educational resources to help you make the decision that is right for you, including a brochure explaining how the program works, a modeling tool for you to explore scenarios, a custom GPT to get answers to your questions about the program, and registration links to live, virtual educational sessions.

On the selection page, you will indicate for each eligible stock option whether you choose to:

To submit your selections, you’ll need to make a selection for each eligible stock option. Partial exchanges aren’t allowed—you’ll either exchange the full grant or keep as is.

Once you have made your selection(s), follow the instructions to review and confirm them.

After submitting your selection(s), the Exchange website will generate a confirmation statement that includes the time & date you submitted your selection(s). Please save this confirmation for your files.

You are responsible for ensuring you make valid selection(s) on the exchange site before the exchange window closes.

Important Reminders:

What happens if I’m on leave of absence (LOA) during the exchange window?

All eligible employees have the same election window and deadlines.

Communications will be sent to your personal email (if on file in Workday) and to your home address (as on file in Workday) to ensure you have sufficient time to learn more about the program and make the decision that is best for you.

What if I’m on vacation or unavailable during the exchange window and can’t make a selection?

We know life gets busy—which is why the exchange window will remain open for four (4) full weeks. This timeline was intentionally designed to give you time to learn more about the program and make the decision that feels right for you, even if you're away or on vacation.

That said, selections must be submitted by 3:59 p.m. EST on December 12, 2025. Extensions or exceptions won’t be possible. If you don’t make your selection(s) by the deadline, none of your eligible stock option grants will be exchanged.

Can I email my exchange selection to the Equity team?

To ensure your selection is captured correctly and securely, all selections must be submitted through the official exchange site: fidelitymicrosite.com/ModernaExchange.

Selections submitted by email can’t be accepted, as the system needs to record and confirm your choice directly. Please be sure to complete your submission before the deadline.

Can I make my exchange selection through the Fidelity NetBenefits mobile app?

No. Selections cannot be made directly in the NetBenefits app. However, you can access the FidelityMicroSite.com/ModernaExchange link by clicking the bell icon in the top right corner of the app.

What will happen if I do not submit my selection(s) by the deadline?

If you don’t submit your selection by 3:59 p.m. EST on December 12, 2025, you won’t be able to participate in the exchange. Your eligible stock options will simply stay as they are—at their original grant price and under their original terms and conditions.

If you decide not to take part in the exchange, no action is required—you won’t need to visit the exchange site.

Is there a default selection if I don’t take any action?

There’s no automatic enrollment in the program. If you don’t make a selection during the exchange window, your eligible options will remain as they are and won’t be exchanged.

If you’d like to take part in the program, be sure to submit your selection through the exchange site before the deadline.

Can I change my selection once I’ve submitted it? When and how can I change my selection?

Yes. You can change your selection(s) on fidelitymicrosite.com/ModernaExchange any time during the election window (November 13 at 9:00 a.m. EST – December 12, 2025 at 3:59 p.m. EST).

Once the window has closed at 3:59 p.m. EST on December 12, 2025, you may not change your selection(s). Selections submitted through the exchange site are final and irrevocable upon the deadline.

Will my selection(s) be confidential?

Yes. Your selection(s) will not be shared with your manager or other colleagues. Only plan administrators will have access to your selection(s).

Statements & Resources

Will I receive a statement showing which stock options are eligible for exchange and a confirmation statement of my selection(s)?

Yes. You will receive two personalized statements:

Will there be live educational sessions where I can learn about the program and ask questions?

Yes.

Moderna’s Equity Team will host three (3) virtual information sessions during the week of Oct 20. Calendar invites were pushed out to your calendar on October 10; please accept the one that works best for your schedule.

Fidelity will also host live group sessions in November and December to explain the program and show you how to make your selection(s) on the exchange site. Please visit myModerna (go/optionexchange) or the exchange website (fidelitymicrosite.com/ModernaExchange) for registration links.

Do I have access to a modeling tool to help me make the decision that is right for me?

Yes - and it’s built specifically with you in mind.

We’ve developed a robust modeling tool to help you explore different scenarios and better understand what the exchange could mean for you. Whether you're evaluating scenarios or ready to decide, this tool is here to support you.

You can access it anytime on the myModerna page (go/optionexchange) or through the exchange website (fidelitymicrosite.com/ModernaExchange).

What are the tax implications if I choose to participate?

We’ve provided an overview of general tax implications by location (where applicable) on the myModerna page (go/optionexchange) to help you get started.

That said, tax impacts can vary based on your personal situation, so we encourage you to connect with your own tax or financial advisor to understand what’s best for you.

Details on Your New Grants (for those that participate in the exchange)

Will exchanged options retain their original 10-year term?

Yes. The original 10-year term from the original grant date remains unchanged. The exchange does not extend the option term. As a reminder, the full 10-year term applies only while you remain employed. If you leave the company, your exercise window may be shortened based on standard policy.

What are the exchange ratios? Are they final, or will they change depending on how the stock price moves during the exchange window?

 The exchange ratios are final and will not change during the exchange window.

These are the same ratios we shared externally in the October 2025 proxy statement when we asked investors to approve the Option Exchange Program.

The grant price of your original stock option award determines how many existing options you’ll need to exchange for each new one — higher-priced options require more to be traded in for each new option.

The program was designed to be cost-neutral, meaning the overall value of new options issued is approximately equal to the value of the options surrendered. This is a key design feature that shareholders expect and look for when approving programs like this.

How does the exchange calculation work? How are the exchange ratios applied to original stock option grants?

Here’s an example to help illustrate how the exchange ratios work.

Keep in mind, this is for illustration purposes only. The actual grant price will be based on Moderna’s closing price on December 12, 2025, and this example is not a prediction or forecast of future stock performance.

Rounding Methodology:  We will round down to nearest whole share; Moderna does not grant fractional shares or stock options.

Refer to the modeling tool on myModerna (go/optionexchange) to explore alternative scenarios.

Why aren’t the exchange ratios one-for-one?

The exchange ratios were set to make the program cost neutral—so the new options have approximately the same value as the ones they replace. If we offered a one-for-one exchange at the lower current stock price, the new options would actually be worth more than the old ones, creating higher accounting costs for Moderna and more dilution for shareholders. Dilution means increasing the total number of shares outstanding, which reduces the ownership percentage of all shareholders.

This program was thoughtfully designed for you—to restore the potential value of your equity while supporting your long-term financial wellness. Because each new option is more valuable than the one it replaces, employees will receive fewer new options in exchange for their old ones—but the overall value is kept the same.

I’ve already vested—why do I need to re-vest?

This is a unique, one-time program that represents a significant investment in our employees. It’s designed to support your long-term financial wellness and reinforce the impact you continue to have on Moderna’s future.

Because this is an equity exchange program, it required shareholder approval. As part of that process, we considered feedback and design requirements from shareholders to ensure the program balances their expectations with our commitment to you.

The re-vesting structure helps align the program with shareholder interests, while also enabling us to retain and reward the talented employees who continue to drive Moderna’s long-term success.

Why are the new options more valuable?

The new options are set at today’s lower stock price. That means they already start closer to being “in-the-money” (i.e., if the current stock price is higher than your grant price—your options have value) and have a greater chance of gaining value as Moderna’s stock price goes up. Because of this reset, each new option is worth more than each old option—so you’ll receive fewer of the new ones.

If I participate, what happens to the options I exchange?

Any eligible options you choose to exchange will be cancelled the day after the exchange window closes. These cancelled options will not be returned to you nor added back to Moderna’s equity pool of shares available for issuance under our Equity Plan.

In their place, you’ll receive fewer new stock options based on the established exchange ratios. These new options will have additional vesting requirements and will appear in your Fidelity NetBenefits account on January 19, 2026, for you to review and accept.

What is the grant price for the options I choose to exchange? What is my new grant date?

Your new grant date is December 12, 2025.

The grant price will be the closing stock price on the date the exchange offer expires, which we expect to be December 12, 2025. This stock price will not be known in advance.

If I elect to exchange some of my eligible stock options, do I have to select to exchange all of my eligible stock options?

No. You may select to exchange your eligible stock options on a grant-by-grant basis (determined based on options having the same grant date and grant price).

Can I exchange part of one grant and not the whole grant? For example, could I exchange the vested portion and not the unvested?

Each grant must be exchanged in full - partial exchanges aren’t possible. That means if you choose to exchange a grant, both the vested and unvested portions will be included.

What resources do I have to help me make this decision?

Visit the myModerna page (go/optionexchange) for resources:

What will be the terms and conditions of my exchanged options?

Your new options will be granted under Moderna’s 2018 Stock Option and Incentive Plan and will have Moderna’s standard terms & conditions as stated in your option award agreement.

The terms and conditions of your new options remain unchanged from your original/ pre-exchange options except for three things:

All other terms—including your original expiration date (10 years from the original grant date)—will remain the same.

For more details, please refer to the Equity Termination Treatment Summary on myModerna and to your new award agreement, which will be available in Fidelity NetBenefits on January 19, 2026.

After this option exchange program, what happens if my options end up underwater again?

After the exchange, if Moderna’s stock price drops below your new grant price, those options could become underwater again. There is no guarantee that the stock price will increase or stay above the new grant price over time.

Perpetual Insiders & Insider Trading Information

Are perpetual insiders able to participate?

Yes! Perpetual Insiders can participate. The exchange window is scheduled to occur during an open trading window.

Refer to the eligibility FAQ provided earlier for details.

Will I need to revise my 10b5-1 plan after the exchange to incorporate the new grants?

If the old grant (i.e., pre-exchanged option grant) is currently part of your 10b5-1 plan, you participation in the option exchange and tendering of those grants that are scheduled for sale will result in a “broken trade,” and the plan will not execute for those tranches.

If you wish to schedule the new options for inclusion on a 10b5-1 plan, you will need to revise the plan to include those new grants after the exchange. Perpetual Insiders may only enter into or amend 10b5-1 plans during open trading windows. Any amendment to an existing 10b5-1 plan will trigger a new burn-in period.

Alternatively, perpetual insiders can obtain pre-clearance to trade during an open trading window (without a 10b5-1 plan), subject to their confirmation that they are not in possession of material, nonpublic information (MNPI) about Moderna. For additional information, please visit the 10b5-1 plan section of the Insider Trading Information page on myModerna.

Can I exercise my new stock options after the first vesting without a 10b5-1 plan?

Yes. Perpetual Insiders aren’t required to have 10b5-1 plans to sell stock; however, plans are highly encouraged for this group. Perpetual Insiders may only sell stock during open trading windows and must request (and receive) pre-clearance from the Moderna Securities Team prior to making any transactions that are not part of a 10b5-1 plan.

Country Specific Information (including Tax Implications)

This section is coming soon (by Oct 31, 2025).