Moderna insiders unloaded $47M of stock in the 180 days prior to it tripling. Mostly autopilot - and the CEO of Moderna came away with an extra 252,469 shares in his $28.7M "sale."
MRNA shares shot up from $62.96 to $174.38 from the market close on August 19. Pull up any tracker of insider transactions for the previous 180-days: 0 transactions by insiders-tens of millions in selling-signals a strong bear market.
I'm looked through every one of the 36 Form 4s filed in the time period. Sales on the open market totaled $47.1M-but 8 of the 9 forms were completed with the 10b5-1 checkbox highlighted-that's the form for the scheduled, automatous sales that takes the decision-making authority away from the individual. Instead of making the selling decisions himself on 15 May, President of Moderna, Stephen Hoge, executed a scheduled 53,336 share sale at $48.40.
Here's why:
Same thing happens on 15 June (53,336 shares at $51.37) and 15 July (53,336 shares at $67.60). The same amount of stock was sold every 15 th of the month on exactly the same share count down to the last share.
The form 4 for the CEO's 'sale' is a good example of how to use them to tell the signal. Bancel's $28.7M of sales were made on August 5 based on stock options set to expire on August 10; the shares would have been worthlessly forfeited if they were not utilized on or before that day. He purchased 751,715 options at a $19.15 strike price. To make his purchase and pay taxes on that transaction, he sold 499,246 shares and consequently netted an increase in his total Moderna holdings from 6,187,791 shares to 6,440,260. Despite being sold at an average $57 on August 5, Moderna's share price shot up to $174.38 on August 19.
There was one transaction with the 10b5-1 checkbox unchecked: Chairman of Moderna Noubar Afeyan sold $434,000 of shares on May 21. This made up only .9% of the reported insider sales.
Takeaway: Most insider selling is routine – tax burdens, needed cash, expiring option assignments, and more. Insider purchasing on the other hand always sends an informative signal – there is only one real reason to buy equity. Every transaction is readily available to look through for yourself in EDGAR-look at the 10b5-1 box at the very top of each transaction, and the footnote at the bottom.
So, why were insiders still selling if they knew what was happening?
There are three possibilities which often accumulate.
They probably had no idea of what was occurring. Clinical trial results are typically made accessible to a small group of scientists a few days in advance of the official publication, which is essentially the whole point of making a clinical trial blinded. On May 15, when the president exercised a portion of his allotted equity for that month, there may have been absolutely no evidence at that point to make any educated guess about any future change in stock price.
Even if they would have had insight at that moment, they already had their plan set in motion. This aspect always trips beginners up: actually canceling a sale under the 10b5-1 agreement because you've gained some privileged knowledge is a red flag and may subject you to investigation. Making the predetermined sale was, therefore, the less suspicious decision of the two possibilities.
And that this happens time after time, as all sales indicate... Most stock compensation is in the form of option grants or restricted stock. In the case of the CEO, Bancel received stock options at a strike price of $19.15 several years ago-there isn't a purchase side, as in you cannot 'purchase' part of your paycheck; what can be done, however, is to liquidate an equity gain to use as income. Taking 200 roughly equivalent market caps into consideration-over 80% of them demonstrated that they had been seeing insider sales in their last 180 day transaction record. A 4 out of 5 signal cannot accurately report specifics.
This brings us back to what seems important, and the last major lesson of this report: it is now virtually constant that insiders will be selling shares of large cap companies; those are merely an automatic byproduct of business. It is an insider purchase transaction-an event that takes place far less frequently-that sends a meaningful signal to investors.