Sarepta Therapeutics Announces Refinancing of Approximately $291 Million of 1.25% Convertible Senior Notes due 2027

Key Terms

convertible senior notes financial

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

indenture financial

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

registration regulatory

Registration is the formal filing or listing of a company, security, product, or document with a government or regulatory agency so it may be legally offered, sold, or publicly disclosed. Think of it like registering a car before you can drive it: it creates official records, requires certain disclosures, and signals that regulators have at least reviewed basic information. Investors care because registration increases transparency, enables trading or market access, and can materially affect a company’s liquidity, fundraising options, and regulatory risk.

placement agent financial

A placement agent is a professional or firm that helps organizations raise money from investors, such as individuals, institutions, or funds. They act like matchmakers, connecting those seeking investments with the right investors and guiding the process to ensure successful funding. For investors, they can provide access to exclusive opportunities and help navigate complex fundraising efforts.

exemptions from registration regulatory

Exemptions from registration are legal allowances that let a company sell securities without going through the full public registration process required by securities laws. Think of it as a fast-pass that avoids the standard paperwork and public disclosures; it helps companies raise money more quickly and cheaply but usually means investors get less information and fewer procedural protections. Investors should care because these offerings can carry higher risk and require more due diligence.

CAMBRIDGE, Mass.--(BUSINESS WIRE)-- Sarepta Therapeutics, Inc. (NASDAQ:SRPT), the leader in precision genetic medicine for rare diseases, today announced that it has entered into separate, privately negotiated exchange agreements with a limited number of holders of its 1.25% convertible senior notes due 2027 (the “Existing Convertible Notes”). Pursuant to the exchange agreements, the Company will exchange approximately $291.4 million in aggregate principal amount of the Existing Convertible Notes for approximately $291.4 million in aggregate principal amount of new 4.875% convertible senior notes due 2030 (the “New Convertible Notes”) and approximately $31.6 million in cash (such exchanges, collectively, the “Exchange”), in each case pursuant to exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”).

The Exchange is expected to close on or about December 18, 2025, subject to customary closing conditions. The issuance of the New Convertible Notes will occur pursuant to the indenture related to the New Convertible Notes, dated as of August 28, 2025, between the Company and U.S. Bank National Association, as trustee, and the first supplemental indenture thereto. The New Convertible Notes will be issued as part of the same series as the approximately $602 million of 4.875% convertible senior notes due 2030 originally issued in August 2025, and following the closing of the Exchange, the aggregate principal amount of the Company’s 4.875% Convertible Senior Notes due 2030 will total $893.4 million. Following the closing of the Exchange, approximately $158.6 million in aggregate principal amount of the Existing Convertible Notes will remain outstanding with terms unchanged.

The offer and sale of the New Convertible Notes, including the Company’s common stock, par value $0.0001 per share (“Common Stock”), issuable upon conversion of the New Convertible Notes, if any, are not being registered under the Securities Act, or any state securities laws. The New Convertible Notes and Common Stock, including Common Stock issuable upon conversion, if any, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and any applicable state securities laws.

In connection with the Exchange, the Company has been advised that the placement agent intends to purchase approximately 691,000 shares of the Company’s common stock in privately negotiated transactions from certain investors participating in the Exchange through a financial intermediary at a discount to the last reported sale price of the Company’s common stock on December 10, 2025. Such purchases by the placement agent of the Company’s common stock could increase (or reduce the size of any decrease in) the market price of the common stock, the New Convertible Notes or the Existing Convertible Notes.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the laws of such jurisdiction.

About Sarepta Therapeutics

Sarepta is on an urgent mission: engineer precision genetic medicine for rare diseases that devastate lives and cut futures short. We hold leadership positions in Duchenne muscular dystrophy (Duchenne) and are building a robust portfolio of programs across muscle, central nervous system, and cardiac diseases.

Internet Posting of Information

We routinely post information that may be important to investors in the 'For Investors' section of our website at www.sarepta.com. We encourage investors and potential investors to consult our website regularly for important information about us.

Forward-Looking Statements

In order to provide Sarepta’s investors with an understanding of its current results and future prospects, this press release contains statements that are forward-looking. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends,” “prepares,” “looks,” “potential,” “possible” and similar expressions are intended to identify forward-looking statements. These forward-looking statements include statements relating to the Exchange, including the timing of the closing of the Exchange.

These forward-looking statements involve risks and uncertainties, many of which are beyond Sarepta’s control. Actual results could materially differ from those stated or implied by these forward-looking statements as a result of such risks and uncertainties. Known risk factors include the following: that we may not be able to consummate the Exchange on the anticipated terms, or at all; that we may not be able to execute on our business plans; and those risks identified under the heading “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2024 and our most recent Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC) as well as other SEC filings made by the Company which you are encouraged to review.

View source version on businesswire.com: https://www.businesswire.com/news/home/20251211507407/en/

Investor Contact:

Ian Estepan

617-274-4052

iestepan@sarepta.com

Ryan Wong

617-800-4112

rwong@sarepta.com



Media Contacts:

Tracy Sorrentino

617-301-8566

tsorrentino@sarepta.com

Kara Hoeger

617-710-3898

khoeger@sarepta.com

Source: Sarepta Therapeutics, Inc.