Every 8-K that Biogen Inc. (BIIB) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow BIIB and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BIIB filings page.
Biogen Inc. reported second quarter 2026 total revenue of $2.736 billion, up 3% year-over-year (2% at constant currency), driven by its Growth Portfolio, which generated $1.06 billion of revenue and grew 24% year-over-year, offsetting declines in multiple sclerosis and biosimilars revenue.
GAAP profitability was sharply lower, with GAAP diluted EPS of $0.66 versus $4.33 a year ago, and Non-GAAP diluted EPS of $3.60 versus $5.47, reflecting higher cost of sales, increased R&D and SG&A, acquired IPR&D, restructuring, and Apellis-related charges. MS product revenue fell 13% to $963 million, while rare disease revenue rose 11% to $602 million. Newly acquired SYFOVRE and EMPAVELI contributed specialized immunology revenue and supported Growth Portfolio expansion.
Biogen updated 2026 guidance, now expecting total revenue to increase by a mid-single digit percentage and guiding Non-GAAP diluted EPS of $12.00–$13.00, down from prior $14.25–$15.25, due to approximately $3.00 of acquired IPR&D and milestone charges and about $0.85 of dilution from the Apellis acquisition. Underlying EPS guidance excluding these items was raised by $0.60 to $15.85–$16.85. Management reiterates expectations for Apellis to be accretive to Non-GAAP EPS in 2027 with at least $250 million of run-rate synergies exiting 2027.
Biogen Inc. is warning that special research and development charges will weigh on its earnings for the middle of 2026. For the second quarter of 2026, it expects acquired in-process research and development, upfront and milestone expense of about $164 million, which management estimates will reduce GAAP and non-GAAP net income by roughly $0.95 per diluted share.
For the third quarter of 2026, Biogen anticipates additional acquired in-process research and development, upfront and milestone expense of $290 million to $320 million, tied to potential milestones and transactions that have not yet closed. This third-quarter expense is expected to lower GAAP and non-GAAP net income by about $1.75 to $1.95 per diluted share. These costs arise from collaboration and license agreements, including upfront and milestone payments and, when applicable, premiums on equity securities and asset acquisitions.
Biogen Inc. reported the voting results from its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders voted on the election of directors and other proposals. Director nominees, including Christopher A. Viehbacher and Lloyd Minor, each received substantially more votes "For" than "Against," with notable support such as 121,127,966 votes "For" for Mr. Viehbacher and 121,220,738 votes "For" for Dr. Minor. One proposal received 124,551,887 votes "For" versus 6,627,086 "Against," while another proposal received 114,184,816 votes "For" and 7,454,737 "Against," along with broker non-votes.
Biogen Inc. filed an amended report to update disclosure related to its acquisition of Apellis Pharmaceuticals, Inc. After further analysis, Biogen determined that this merger does not qualify as a “significant” acquisition under Regulation S-X. Because of this, Biogen states that audited financial statements for Apellis and related pro forma financial information are not required. The amendment removes earlier references to incorporating Apellis financials and to a future filing of pro forma data, while confirming that all other information from the original report remains unchanged.
Biogen Inc. completed its acquisition of Apellis Pharmaceuticals, which is now a wholly owned subsidiary. Biogen’s tender offer valued Apellis at $41.00 in cash per share plus one contingent value right (CVR) per share, with each CVR allowing up to an additional $4.00 in cash if specified sales milestones are met. Approximately 105,687,831 Apellis shares, or about 82.4% of outstanding shares, were tendered before closing. The total cash consideration for the offer and merger is about $5.3 billion, funded with cash and a new $2 billion unsecured term loan split into two $1 billion tranches. Apellis’ key products, EMPAVELI and SYFOVRE, generated $689 million in 2025 net product revenue, and Biogen expects the deal to be accretive to its non‑GAAP diluted EPS in 2027 and to support longer‑term earnings growth.
Biogen Inc. reported first quarter 2026 revenue of $2.48 billion, up 2% year-over-year, with GAAP diluted EPS of $2.15 (up 31%) and Non-GAAP diluted EPS of $3.57 (up 18%). Growth products collectively grew 12% year-over-year, led by LEQEMBI in‑market sales of $168 million, SKYCLARYS at $151 million, ZURZUVAE at $55 million, VUMERITY at $179 million, SPINRAZA at $374 million, and QALSODY at $33 million.
Biogen highlighted new positive data from late-stage programs, including litifilimab in cutaneous lupus and additional salanersen data in SMA, as well as strong LEQEMBI persistence and U.S. approval of the SPINRAZA High Dose Regimen. The company announced a proposed acquisition of Apellis Pharmaceuticals, expected to be accretive in 2027 and to materially increase Biogen’s Non-GAAP diluted EPS compounded annual growth rate through the end of the decade. Biogen also signed an agreement with TJ Biopharma for exclusive felzartamab rights in Greater China.
For full year 2026, Biogen now expects Non-GAAP diluted EPS between $14.25 and $15.25, excluding any Apellis impact, and anticipates total revenue will decline by a mid-single digit percentage versus 2025. The EPS outlook includes about $1.00 of acquired IPR&D charges tied to ongoing business development. Q1 2026 free cash flow was $594.3 million, and cash and cash equivalents were $3.38 billion as of March 31, 2026.
Biogen Inc. disclosed that its first-quarter 2026 results will include approximately $34 million in acquired in-process research and development, upfront and milestone expense on a pre-tax basis. This charge is expected to reduce GAAP and non-GAAP net income by about $0.19 per diluted share for the quarter ended March 31, 2026.
These expenses relate to collaboration and license agreements, including upfront and milestone payments and, when applicable, premiums on equity securities and asset acquisitions of in-process R&D. Biogen noted that quarterly results are preliminary and subject to closing procedures, and actual results may differ from current estimates.
Biogen Inc. is buying Apellis Pharmaceuticals through a cash tender offer plus contingent value rights to expand its immunology and rare disease portfolio. Biogen will offer $41.00 in cash per Apellis share, valuing the upfront deal at approximately $5.6 billion.
Apellis stockholders will also receive one non‑transferable contingent value right per share, with potential additional cash payments of up to $4.00 per share tied to future global net sales milestones for SYFOVRE. The boards of both companies unanimously approved the merger, which uses a tender offer followed by a Section 251(h) Delaware merger and includes standard regulatory and minimum tender conditions.
Biogen Inc. reported that its Chief Legal Officer, Susan H. Alexander, will leave the company effective at the end of May 2026. The company has started a search for her successor to lead its legal function. Other aspects of Biogen’s operations are not discussed in this report.
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.
Biogen Inc. reported mixed fourth quarter and full year 2025 results and issued 2026 guidance. Full year 2025 total revenue was $9.9 billion, up 2% from 2024, with GAAP diluted EPS of $8.79 and Non-GAAP diluted EPS of $15.28, above the prior guidance range of $14.50–$15.00. Q4 2025 revenue was $2.28 billion, down 7% year over year, with a GAAP diluted loss per share of $(0.33) and Non-GAAP diluted EPS of $1.99.
Growth products were a key driver: 2025 revenue from these medicines rose 19% year over year, offsetting declines in multiple sclerosis products (excluding VUMERITY). LEQEMBI generated about $134 million of Q4 global in‑market sales, up 54% year over year, while SKYCLARYS and ZURZUVAE also showed strong demand. Multiple sclerosis product revenue fell 7% for the year, rare disease revenue grew 8%, and biosimilars revenue declined 8%.
For 2026, Biogen expects Non-GAAP diluted EPS between $15.25 and $16.25 and total revenue to decline by a mid‑single‑digit percentage versus 2025, with gross margin and combined Non‑GAAP R&D and SG&A expenses roughly consistent year over year. The company highlighted late‑stage pipeline momentum, including FDA Priority Review for LEQEMBI IQLIK initiation and Breakthrough Therapy Designation for litifilimab in cutaneous lupus, with multiple Phase 3 readouts anticipated through 2029.
Biogen Inc. is signaling a sizeable one-time expense in its upcoming fourth-quarter 2025 results. The company expects to record approximately $222 million of acquired in-process research and development, upfront and milestone expense on a pre-tax basis, which it estimates will reduce GAAP and non-GAAP net income per diluted share for the quarter by about $1.26.
This line item reflects costs tied to collaboration and license agreements, including upfront and milestone payments and, when applicable, premiums on equity securities and asset acquisitions. Biogen began presenting this expense as a separate line item in its income statement in the first quarter of 2025 and notes that it does not forecast such costs because their timing and size are inherently uncertain. The company also emphasizes that its results for the quarter ended December 31, 2025 are preliminary and may change as normal closing procedures are completed.
Biogen Inc. (BIIB) furnished third-quarter results. The company submitted a press release announcing results of operations and financial condition for the quarter ended September 30, 2025, furnished as Exhibit 99.1.
The press release was provided under Item 2.02 and is not deemed “filed” under Section 18 of the Exchange Act. Biogen’s common stock trades on the Nasdaq Global Select Market under the symbol BIIB.
Biogen Inc. announced a preliminary estimate for the quarter ended September 30, 2025: it expects approximately $2 million of acquired in‑process research and development, upfront and milestone expense. The company estimates this will reduce GAAP and non‑GAAP net income per diluted share for Q3 2025 by about ($0.01) per share.
Biogen began presenting this expense as a separate line item starting in the first quarter of 2025 to reflect costs tied to collaboration and license agreements, including upfront and milestone payments and, when applicable, premiums on equity securities and asset acquisitions of in‑process R&D. Results for the quarter have not been finalized and remain subject to financial statement closing procedures.
Biogen held its 2025 Annual Meeting of Stockholders on June 17, 2025, with three key matters put to vote. All eleven nominated directors were successfully elected to serve one-year terms until the 2026 annual meeting, with notable strong support for Lloyd Minor, Menelas Pangalos, and Monish Patolawala, each receiving over 114 million votes in favor.
Key voting outcomes include:
- Independent Auditor Appointment: PricewaterhouseCoopers LLP was ratified as the independent auditor for FY2025 with strong support (120,065,433 votes in favor)
- Say-on-Pay Vote: The executive compensation package was approved, though with more divided support - 78.5 million votes in favor versus 37.1 million against
The relatively split vote on executive compensation (67.8% approval) suggests some shareholder concerns about leadership remuneration. The high broker non-votes (10.2 million) across most items indicate significant holdings by institutional investors who did not provide voting instructions.