--- title: "Moderna plans $2.0 billion convertible notes private placement" url: "https://aibio.space/news/moderna-plans-2-0-billion-convertible-notes-private-placement/" publisher: "aibio.space (Biotech Investor Relations News)" date: "2026-08-27" section: "Debt Financing" tickers: "NASDAQ:MRNA" source: "https://www.sec.gov/Archives/edgar/data/1682852/000119312526378505/d108896dex991.htm" summary: "Moderna said it intends to sell $2.0 billion of notes due 2032, with an option for up to $300.0 million more. It would also enter capped call transactions" --- By the aibio.space news desk. Sources - [Moderna, Inc. 8-K (2026-09-01)](https://www.sec.gov/Archives/edgar/data/1682852/000119312526378505/d108896dex991.htm) - [Moderna, Inc. 10-K (2026-02-20): business](https://www.sec.gov/Archives/edgar/data/1682852/000168285226000033/mrna-20251231.htm) - [Moderna, Inc. financial data (SEC XBRL)](https://www.sec.gov/Archives/edgar/data/1682852/000168285226000033/) [MRNA](https://aibio.space/companies/moderna/) 2026-08-27 # Moderna plans $2.0 billion convertible notes private placement Tickers [MRNA](https://aibio.space/companies/moderna/) Moderna said it intends to sell $2.0 billion of notes due 2032, with an option for up to $300.0 million more. It would also enter capped call transactions to reduce potential dilution. ## Key facts - **Company**: Moderna, Inc. (NASDAQ: MRNA) - **News type**: Debt Financing - **Primary source**: [Moderna, Inc. 8-K (2026-09-01)](https://www.sec.gov/Archives/edgar/data/1682852/000119312526378505/d108896dex991.htm) *Glass office towers seen from below. CC0, via rawpixel. The picture shows the field, not the companies named.* Moderna, Inc. (Nasdaq: [MRNA](https://aibio.space/companies/moderna/)) said in a press release dated August 27, 2026, filed as an exhibit to a Form 8-K, that it intends to offer $2.0 billion aggregate principal amount of Convertible Senior Notes due 2032 in a private placement to qualified institutional buyers. The offering is subject to market conditions and other factors. ## The offering The initial purchasers would have an option to buy up to an additional $300.0 million of notes, settling during a 13-day period that starts on the first issue date. The notes will be general senior unsecured obligations of Moderna. They will not bear regular interest, and their principal will not accrete. On conversion, Moderna may pay or deliver cash, shares of common stock or a combination, at its election. The initial conversion rate and other final terms will be set at pricing. The release names no initial purchasers, placement agent, underwriter or advisor. It says the capped call counterparties will be one or more of the initial purchasers or their affiliates, or other financial institutions, but it does not name them. ## Capped calls and dilution Moderna expects to use the net proceeds to pay for privately negotiated capped call transactions, and for general corporate purposes, which may include investing in its oncology business and repaying debt. The release does not say how much of the proceeds will pay for the capped calls. The capped calls are expected generally to reduce potential dilution from conversions, and to offset cash payments above principal on converted notes, but only up to a cap. The cap price is expected to represent a premium of at least 150% over the last reported sale price on the pricing date. Above that cap, the release's protection does not apply. The release also warns that hedging by the option counterparties, including share purchases and derivative trades around pricing, could move the stock price, and that unwinding those hedges could do so again before maturity. ## The business and its cash Moderna's 10-K says it has three commercial products: Spikevax and mNEXSPIKE, its COVID vaccines, and mRESVIA, its RSV vaccine. It reported total revenue of $1.9 billion in 2025, largely from COVID vaccine sales. The 10-K says mNEXSPIKE is now the leading product in the U.S. retail channel. The pipeline carries several open regulatory questions. The 10-K says the FDA issued a Refusal-to-File letter for its seasonal flu vaccine, mRNA-1010, and that the company then submitted an amended application seeking full approval for adults aged 50 to 64 and accelerated approval for those 65 and older. The FDA accepted that application with a goal date of August 5, 2026. The 10-K predates that date and does not report the outcome, although the goal date passed before the release. Moderna and Merck also reported five-year data from a Phase 2b study of intismeran autogene in high-risk melanoma, which the company says showed sustained improvement in recurrence-free survival. The 10-K overview gives no figures for that study. Moderna also has filings under review in Europe and Canada for its flu and COVID combination vaccine, mRNA-1083, and in January 2026 entered a collaboration with Recordati on its propionic acidemia therapy, mRNA-3927. The financial figures show losses narrowing as spending falls. Research and development expense was $3.13 billion in 2025, down from $4.54 billion in 2024. The net loss was $2.82 billion in 2025, down from $3.56 billion in 2024. Cash used in operations fell to $1.87 billion from $3.00 billion. Year-end cash and cash equivalents were $1.93 billion in 2024 and $2.60 billion in 2025, and short-term investments were $5.10 billion and $3.20 billion. At June 30, 2026, cash and cash equivalents were $1.72 billion and short-term investments were $3.42 billion. A $2.0 billion note issue, with up to $300.0 million more, adds debt to a company whose short-term investments fell from $5.10 billion to $3.20 billion over 2024 and 2025. The release does not say how Moderna would repay the notes if they are not converted, or when they will be priced. [Report an error](https://aibio.space/reputation/#correction) ## Companies in this story MRNA Moderna, Inc. 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Cite as: aibio.space, "Moderna plans $2.0 billion convertible notes private placement", 2026-08-27, https://aibio.space/news/moderna-plans-2-0-billion-convertible-notes-private-placement/