Biogen (BIIB) executive Nicole Murphy reports RSU vesting and tax share use

Rhea-AI Filing Summary

Biogen Inc. executive Nicole Murphy, Head of Pharm Ops and Tech, reported multiple equity transactions dated 02/06/2026. Several tranches of restricted stock units converted into common stock, including 2,102, 1,940 and 4,683 units, each at an exercise price of $0.

To cover related tax obligations, common shares were withheld at $201.18 per share in amounts of 1,017, 914 and 1,408 shares. Following these transactions, Murphy directly beneficially owned 19,608.0408 shares of Biogen common stock, which includes 166.6667 shares acquired under the Biogen employee stock purchase plan on 3/31/2025.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Murphy Nicole

(Last) (First) (Middle)

225 BINNEY STREET

(Street)

CAMBRIDGE MA 02142

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BIOGEN INC. [ BIIB ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Head of Pharm Ops and Tech

3. Date of Earliest Transaction (Month/Day/Year)
02/06/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/06/2026		M		2,102	A	$0	16,324.0408(1)	D
Common Stock	02/06/2026		F		1,017	D	$201.18	15,307.0408	D
Common Stock	02/06/2026		M		1,940	A	$0	17,247.0408	D
Common Stock	02/06/2026		F		914	D	$201.18	16,333.0408	D
Common Stock	02/06/2026		M		4,683	A	$0	21,016.0408	D
Common Stock	02/06/2026		F		1,408	D	$201.18	19,608.0408	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit	$0	02/06/2026		M			2,102	(2)	02/08/2026	Common Stock	2,102	$0	0	D
Restricted Stock Unit	$0	02/06/2026		M			1,940	(3)	02/07/2027	Common Stock	1,940	$0	1,940	D
Restricted Stock Unit	$0	02/06/2026		M			4,683	(4)	02/06/2028	Common Stock	4,683	$0	9,367	D

Explanation of Responses:

1. Includes 166.6667 shares acquired under the Biogen Inc. employee stock purchase plan on 3/31/2025.

2. The restricted stock units vest in three (3) equal annual installments commencing one year after the grant date of 02/8/2023.

3. The restricted stock units vest in three (3) equal annual installments, commencing one year after the grant date of 02/07/2024.

4. The restricted stock units vest in three equal yearly installments beginning on the first anniversary of the grant date of February 6, 2025.

	/s/ Wendell Taylor, attorney in fact for Nicole Murphy	02/10/2026
	** Signature of Reporting Person	Date
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FAQ

What did Biogen (BIIB) executive Nicole Murphy report on this Form 4?

Nicole Murphy reported the vesting and conversion of multiple restricted stock unit grants into Biogen common stock on 02/06/2026. The filing also shows share withholding transactions for taxes and her updated direct ownership position in Biogen shares after these equity events.

How many Biogen common shares does Nicole Murphy own after the reported transactions?

After the 02/06/2026 transactions, Nicole Murphy directly beneficially owned 19,608.0408 Biogen common shares. This total includes 166.6667 shares that were previously acquired through the Biogen Inc. employee stock purchase plan as of 3/31/2025, as noted in the footnotes.

What restricted stock unit activity did Nicole Murphy report for Biogen (BIIB)?

Murphy reported the conversion of restricted stock units into Biogen common stock, including 2,102, 1,940 and 4,683 restricted stock units at an exercise price of $0. These units stem from grants that vest in three equal annual installments beginning one year after their respective grant dates.

Why were some Biogen shares listed with transaction code "F" at $201.18?

Transactions coded "F" reflect shares withheld to satisfy tax obligations associated with equity awards. In this filing, Biogen common shares were withheld at $201.18 per share in amounts of 1,017, 914 and 1,408 shares, instead of being delivered as part of Murphy’s net share settlement.

What do the vesting schedules in Nicole Murphy’s Biogen RSUs indicate?

The footnotes explain that each restricted stock unit grant vests in three equal annual installments. Vesting begins one year after the specific grant dates in February 2023, February 2024 and February 2025, meaning the units convert into common stock gradually over a three-year period.

Is Nicole Murphy’s ownership in Biogen (BIIB) held directly or indirectly?

The Form 4 indicates that Nicole Murphy’s reported Biogen holdings following these transactions are owned directly, marked with ownership code "D". There is no referenced indirect ownership entity or disclaimer in the provided excerpt, so the reported shares are attributed directly to her.