Item 5. Other Information
2K characters. Original on sec.gov ·
Item 5. Other Information
During the three months ended September 30, 2025, the following directors and officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company took the following actions regarding trading arrangements with respect to our securities:
Stéphane Bancel, our Chief Executive Officer, has three different stock option awards that will reach their ten-year expiration in 2026, including 688,073 options that will expire on February 23, 2026, 558,394 options that will expire on August 10, 2026, and another 193,321 options that also expire on August 10, 2026 (the Expiring Options). Mr. Bancel intends to contribute all of the after-tax proceeds from the exercise and sale of the Expiring Options to charitable causes. On September 3, 2025, Mr. Bancel adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Bancel 10b5-1 Plan). Between December 17, 2025 and August 10, 2026, the Bancel 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of the Expiring Options, which represent up to 1,439,788 shares of the Company’s common stock. The Bancel 10b5-1 Plan expires on August 10, 2026, or upon the earlier completion of all authorized transactions under the Bancel 10b5-1 Plan.
On September 5, 2025, Abbas Hussain, one of our directors, adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Hussain 10b5-1 Plan). Between December 9, 2025 and April 30, 2026, the Hussain 10b5-1 Plan provides for the sale of up to 6,186 shares of the Company’s common stock to satisfy tax obligations in connection with the vesting of equity awards. The Hussain 10b5-1 Plan expires on April 30, 2026, or upon the earlier completion of all authorized transactions under the Hussain 10b5-1 Plan.
On September 9, 2025, Shannon Klinger, our Chief Legal Officer, adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Klinger 10b5-1 Plan). Between March 2, 2026 and September 4, 2026, the Klinger 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 20,827 shares of the Company’s common stock. The Klinger 10b5-1 Plan expires on September 4, 2026, or upon the earlier completion of all authorized transactions under the Klinger 10b5-1 Plan.
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