Biogen (BIIB) plans 2026 Board chair transition from Dorsa to Friere

Rhea-AI Filing Summary

Biogen Inc. announced a planned change in its Board leadership. Caroline Dorsa, current Chair of the Board of Directors, informed the company that she will not stand for re-election at the 2026 Annual Meeting of Stockholders. The company states that her decision is not related to any disagreement with the Board or Biogen regarding operations, policies, or practices.

On the same date, Biogen’s Board elected Dr. Maria C. Friere to serve as Chair of the Board, effective after the 2026 Annual Meeting. This provides for an orderly transition in the role of Board Chair following the shareholder meeting.

Insights

Corporate governance analyst

Biogen outlines an orderly Board chair transition with no stated governance dispute.

Biogen Inc. reports that Caroline Dorsa, current Chair of the Board, will not stand for re-election at the 2026 Annual Meeting of Stockholders. The company explicitly notes that her decision is not related to any disagreement over operations, policies, or practices.

The Board has already elected Dr. Maria C. Friere as the next Chair, effective after the Annual Meeting. This sequencing indicates the Board is planning continuity in leadership at the chair level, with the transition tied to the timing of the 2026 shareholder meeting as disclosed.

The filing focuses solely on this governance change, without financial or strategic updates. Subsequent company communications and future filings may provide more context on Board priorities under Dr. Friere’s chairmanship.

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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): February 11, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 11, 2026, Caroline Dorsa, Chair of the Biogen Inc. (“Biogen” or the “Company”) Board of Directors (the “Board”) announced that she would not stand for re-election to the Board at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”). Ms. Dorsa’s decision to not stand for reelection was not related to any disagreement with the Board or the Company on any matter relating to its operations, policies or practices.

Item 8.01 Other Items.

On February 11, 2026, the Board elected Dr. Maria C. Friere to serve as Chair of the Board, effective after the Annual Meeting.

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: February 11, 2026

FAQ

What board leadership change did Biogen (BIIB) disclose on February 11, 2026?

Biogen disclosed that Board Chair Caroline Dorsa will not stand for re-election at the 2026 Annual Meeting of Stockholders. The Board also elected Dr. Maria C. Friere to serve as Chair of the Board, effective after that Annual Meeting, establishing a clear succession plan.

Did Caroline Dorsa leave Biogen (BIIB) due to a disagreement with the company?

No. Biogen states that Caroline Dorsa’s decision not to stand for re-election as a director was not related to any disagreement with the Board or the company regarding its operations, policies, or practices. The filing characterizes her decision as unrelated to disputes.

Who will become the new Chair of the Board at Biogen (BIIB)?

Biogen’s Board elected Dr. Maria C. Friere to serve as Chair of the Board. Her appointment as Chair will become effective after the 2026 Annual Meeting of Stockholders, following the conclusion of Caroline Dorsa’s service on the Board and as Chair.

When will Biogen’s new Board Chair, Dr. Maria C. Friere, take effect?

Dr. Maria C. Friere’s appointment as Chair of the Biogen Board is effective after the 2026 Annual Meeting of Stockholders. Until that time, Caroline Dorsa continues as Chair, providing continuity through the upcoming shareholder meeting and transition point.

What formal role did Biogen’s February 11, 2026 8-K assign to Wendell Taylor?

The filing identifies Wendell Taylor as Secretary of Biogen Inc. He signed the report on the company’s behalf, consistent with his role, thereby formally authenticating the disclosure about the Board chair succession and related governance information provided in the document.

Where is Biogen (BIIB) headquartered according to this disclosure?

Biogen lists its principal executive offices at 225 Binney Street, Cambridge, Massachusetts 02142. This address, along with the company’s telephone number, appears in the header information, providing basic corporate identification and contact details in the same disclosure document.

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