[8-K] Biogen Inc. Reports Material Event

Rhea-AI Filing Summary

Robinhood Markets, Inc. (HOOD) has filed a Form 144 indicating the intended sale of 250,000 common shares with an estimated aggregate market value of $23.6 million. The shares are slated to be sold through Morgan Stanley Smith Barney LLC on or about 07 July 2025 on the NASDAQ.

The filing lists 767,047,021 shares outstanding; the contemplated transaction therefore represents roughly 0.03 % of the float, suggesting limited dilution or trading-volume impact. The notice also discloses that 750,000 shares were sold on 01 July 2025 for $69.95 million under a Rule 10b5-1 plan attributed to Vladimir Tenev.

• The current sale plus the earlier disposal totals 1.0 million shares, generating about $93.5 million for the insider within a single week.
• The seller affirms awareness of no undisclosed adverse information, and reliance on a written 10b5-1 plan mitigates insider-trading risk.

While purely administrative and not a guarantee of execution, the filing signals continued insider selling activity. Investors often watch such patterns for sentiment clues, even when the share count is immaterial relative to the company’s overall capitalization.

Positive

• Sale equals only ~0.03 % of outstanding shares, implying negligible dilution or market-supply pressure.
• Transaction is executed under a Rule 10b5-1 plan, enhancing transparency and reducing regulatory risk.

Negative

• Continued insider selling totaling 1.0 million shares in one week may be interpreted as reduced management conviction.
• Aggregate proceeds of ~$93.5 million could affect investor sentiment even if fundamentals remain unchanged.

Insights

Equity Research Analyst

TL;DR: 250k-share Form 144 is small (~0.03 %) yet extends insider selling trend, modestly negative for sentiment.

The proposed $23.6 million sale is negligible versus HOOD’s 767 million shares outstanding, so supply pressure should be minimal. However, it follows a 750k-share, $69.9 million transaction executed six days earlier, raising the cumulative insider sales to $93.5 million. Investors may interpret the pattern as waning executive confidence, although the 10b5-1 framework limits adverse legal inference. I classify the disclosure as neutral in fundamentals but slightly negative for near-term sentiment.

Corporate Governance Expert

TL;DR: Repeat sales under 10b5-1 reduce legal risk but optics of $93 M divestiture tilt negative.

Form 144 confirms compliance with resale rules and underscores the use of a pre-arranged 10b5-1 plan, a best practice that limits accusations of trading on material non-public information. Nonetheless, the back-to-back filings reveal aggressive liquidation by a key insider (Vladimir Tenev), which can erode shareholder trust. While the fractional percentage is small, perception effects matter; therefore, I deem the filing moderately negative for governance optics and investor confidence.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 7, 2025

Biogen Inc.

(Exact name of registrant as specified in its charter)

Delaware			0-19311			33-0112644
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

225 Binney Street, Cambridge, Massachusetts 02142

(Address of principal executive offices; Zip Code)

Registrant’s telephone number, including area code: (617) 679-2000

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0005 par value

BIIB

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02     Results of Operations and Financial Condition

Biogen Inc. (Biogen) expects that its GAAP and non-GAAP results for the second quarter of 2025 will include acquired in-process research and development, upfront and milestone expense of approximately $46 million on a pre-tax basis. The estimated charge is expected to impact GAAP and non-GAAP net income per diluted share for the second quarter 2025 by approximately ($0.26) per share.

During the first quarter of 2025 we began presenting acquired in-process research and development, upfront and milestone expense as a separate line item in our condensed consolidated statements of income. Acquired in-process research and development, upfront and milestone expense includes costs incurred in connection with collaboration and license agreements such as upfront and milestone payments and, when applicable, premiums on equity securities and asset acquisitions of acquired in-process research and development. Biogen does not forecast such acquired in-process research and development, upfront and milestone expense due to the uncertainty of the future occurrence, magnitude, and timing of these transactions in any given period.

Results for the quarter ended June 30, 2025, have not been finalized and are subject to our financial statement closing procedures. There can be no assurance that our final results will not differ from the preliminary unaudited estimates described herein.

Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements relating to our financial and operating results and financial guidance, that are being made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995 (the PSLRA) with the intention of obtaining the benefits of the “Safe Harbor” provisions of the PSLRA. These forward-looking statements may be accompanied by such words as “aim,” “anticipate,” "assume," “believe,” “contemplate,” “continue," "could," “estimate,” “expect,” “forecast,” “goal,” “guidance,” “hope,” “intend,” “may,” “objective,” "outlook," “plan,” “possible,” "potential," “predict,” “project,” “should,” “target,” “will,” “would” or the negative of these words or other words and terms of similar meaning.

Given their forward-looking nature, these statements involve substantial risks and uncertainties and may be based on inaccurate assumptions and could cause actual results to differ materially from those reflected in such statements. The information above includes, among others, forward-looking statements reflecting management’s current intentions and expectations for the future with respect to Biogen’s estimated acquired in-process research and development, upfront and milestone expense for the quarter ended June 30, 2025, and the related impact to Biogen’s GAAP and non-GAAP earnings per share for such period. These forward-looking statements are based on management's current beliefs and assumptions and on information currently available to management. Given their nature, we cannot assure that any outcome expressed in these forward-looking statements will be realized in whole or in part.

These statements speak only as of the date of this Current Report on Form 8-K and are based on information and estimates available to us at this time. Should known or unknown risks or uncertainties materialize or should underlying assumptions prove inaccurate, actual results could vary materially from past results and those anticipated, estimated or projected. Investors are cautioned not to put undue reliance on forward-looking statements. A further list and description of risks, uncertainties and other matters can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and in our subsequent reports on Form 10-Q and Form 10-K, in each case including in the sections thereof captioned “Note Regarding Forward-Looking Statements” and “Item 1A. Risk Factors,” and in our subsequent reports on Form 8-K. Except as required by law, we do not undertake any obligation to publicly update any forward-looking statements whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01     Financial Statements and Exhibits.

(d)    Exhibits

The exhibits listed below are furnished as part of this Current Report on Form 8-K.

Exhibit No.						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Biogen Inc.

By: /s/ Wendell Taylor                 

Wendell Taylor

Secretary

Date: July 7, 2025

FAQ

How many Robinhood (HOOD) shares are covered by this Form 144 filing?

The notice covers 250,000 common shares of Robinhood Markets, Inc.

What is the estimated value of the proposed insider sale?

The aggregate market value is approximately $23.6 million.

When is the approximate sale date for the shares?

The filer indicates an approximate sale date of 07 July 2025.

Who executed recent insider sales mentioned in the filing?

The past-3-month sales section lists Vladimir Tenev as the seller of 750,000 shares on 01-Jul-2025.

How does the proposed sale compare to HOOD’s total shares outstanding?

The 250,000 shares represent about 0.03 % of the 767,047,021 shares outstanding.

Which brokerage firm will handle the transaction?

The shares are to be sold through Morgan Stanley Smith Barney LLC.