Moderna completes $3 billion convertible notes offering, upsized from original plan
The private placement closed September 1, 2026, after initial purchasers fully exercised their option for additional notes, with proceeds earmarked partly for oncology and debt repayment.
Moderna, Inc. completed a private placement of convertible senior notes on September 1, 2026. The company completed its previously announced private offering of $3,000,000,000 aggregate principal amount of 0.00% Convertible Senior Notes due 2032, including the exercise in full of the initial purchasers' option to purchase up to an additional $400,000,000 aggregate principal amount of the Notes.1
The offering had originally been announced on August 27, 2026 at a smaller size. At that time, Moderna said it intended to offer $2.0 billion aggregate principal amount of Convertible Senior Notes due 2032 in a private placement to qualified institutional buyers under Rule 144A.1 Alongside that base offering, Moderna also intended to grant the initial purchasers of the notes an option to purchase, for settlement during a 13-day period beginning on the date the notes were first issued, up to an additional $300.0 million aggregate principal amount of the notes.1
The notes carry no regular interest. The notes are general senior unsecured obligations of the company and will mature on March 1, 2032, unless earlier converted, redeemed, or repurchased, and they will not bear regular interest, with the principal amount not accreting.1 The conversion rate was set at 4.7487 shares of common stock per $1,000 principal amount of notes, equivalent to an initial conversion price of about $210.58 per share, representing a premium of approximately 47.5% over the $142.77 closing price on August 27, 2026.1
In connection with the deal, on August 27 and August 28, 2026 the company entered into privately negotiated capped call transactions, with a cap price of approximately $392.62 per share, a 175.0% premium over the August 27 closing price.1
Net proceeds were approximately $2,957.3 million, of which $328.8 million funded the capped call transactions, with the remainder expected for general corporate purposes that may include investment in the oncology business and debt repayment.1
Written by readthrough’s AI from the linked primary sources and fact-checked against them automatically before publishing. Not investment advice.