Item 5. Other Information
5K characters. Original on sec.gov · Markdown
Item 5. Other Information
During the three months ended June 30, 2026, 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:
On May 4, 2026, Stéphane Bancel, our Chief Executive Officer, terminated a trading arrangement that was intended to satisfy the affirmative defense of Rule 10b5-1(c), which had been entered into on November 28, 2025, and was scheduled to commence as early as May 13, 2026, with a termination date of August 10, 2026. The plan provided for the potential sale of up to 751,715 shares of the Company’s common stock. No shares of common stock were sold under the plan prior to its termination.
Mr. Bancel has two stock option awards that will reach their ten-year expiration on August 10, 2026, including an option to purchase 558,394 shares and an option to purchase 193,321 shares. Mr. Bancel also has a stock option award to purchase 642,201 shares that will reach its ten-year expiration on February 23, 2027. Collectively, these awards are referred to as the “Bancel Expiring Options.”
On May 4, 2026, 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 August 5, 2026, and February 26, 2027, the Bancel 10b5-1 Plan provides for the exercise of the Bancel Expiring Options and the sale of the number of shares of common stock necessary to cover the applicable exercise price, applicable withholding taxes, and related transaction costs. Mr. Bancel intends to retain the remaining shares of common stock acquired upon exercise. The Bancel 10b5-1 Plan expires on February 26, 2027, or upon the earlier completion of all authorized transactions under the plan.
Stephen Hoge, our President, has a stock option award to purchase 458,715 shares that will reach its ten-year expiration on February 23, 2027, and a stock option to purchase 1,834,862 shares that will reach its ten-year expiration on October 3, 2027 (together, the Hoge Expiring Options). On June 15, 2026, Dr. Hoge adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Hoge 10b5-1 Plan). Between September 14, 2026, and September 17, 2027, the Hoge 10b5-1 Plan provides for (i) the exercise of 917,431 of the Hoge Expiring Options and the sale of the shares of common stock acquired upon exercise and (ii) the exercise of the rest of the Hoge Expiring Options and the sale of the number of shares of common stock necessary to cover the applicable exercise price, applicable withholding taxes, and related transaction costs. Dr. Hoge intends to retain the remaining shares of common stock acquired upon exercise. The Hoge 10b5-1 Plan expires on September 17, 2027, or upon the earlier completion of all authorized transactions under the plan.
On June 15, 2026, 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). Beginning on May 6, 2027, the Hussain 10b5-1 Plan provides for a one-time sale of up to 2,930 shares of the Company’s common stock to satisfy tax obligations in connection with the vesting of an equity award. The Hussain 10b5-1 Plan expires on June 11, 2027, or upon the earlier completion of all authorized transactions under the Hussain 10b5-1 Plan.
On June 9, 2026, James Mock, our Chief Financial Officer, adopted a trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c) (the Mock 10b5-1 Plan). Between September 9, 2026 and March 1, 2027, the Mock 10b5-1 Plan provides for the potential sale of up to 15,000 shares of the Company’s common stock and for the potential exercise of vested stock options and the associated sale of up to 19,836 shares of the Company’s common stock. The Mock 10b5-1 Plan covers an aggregate maximum number of 34,836 shares of common stock. The Mock 10b5-1 Plan expires on March 1, 2027, or upon the earlier completion of all authorized transactions under the Mock 10b5-1 Plan.
On May 5, 2026, 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 September 8, 2026 and September 1, 2027, the Klinger 10b5-1 Plan provides for the potential exercise of vested stock options and the associated sale of up to 31,805 shares of the Company’s common stock. The Klinger 10b5-1 Plan expires on September 10, 2027, or upon the earlier completion of all authorized transactions under the Klinger 10b5-1 Plan.
Previous: Item 2. Unregistered Sales of Equity Securities and Use of Proceeds · Next: Item 6. Exhibits