Biogen (NASDAQ: BIIB) executive exercises RSUs, withholds shares for tax

Rhea-AI Filing Summary

Biogen officer Rachid Izzar, Head of Global Product Strategy, reported multiple transactions on common stock tied to vested restricted stock units on February 6, 2026. Several RSU awards were exercised at an exercise price of $0 per share and converted into Biogen common stock.

In connection with these vestings, shares were automatically withheld at $201.18 per share to cover tax obligations, rather than sold on the open market. After these transactions, Izzar directly owned 11,011 shares of Biogen common stock. Footnotes explain that the underlying RSU grants vest in three equal annual installments starting one year after grant dates in 2023, 2024, and 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Izzar Rachid

(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 Global Product Strat.

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		2,044	A	$0	8,204(1)	D
Common Stock	02/06/2026		F		805	D	$201.18	7,399	D
Common Stock	02/06/2026		M		1,802	A	$0	9,201	D
Common Stock	02/06/2026		F		458	D	$201.18	8,743	D
Common Stock	02/06/2026		M		3,043	A	$0	11,786	D
Common Stock	02/06/2026		F		775	D	$201.18	11,011	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			2,044	(2)	02/08/2026	Common Stock	2,044	$0	0	D
Restricted Stock Unit	$0	02/06/2026		M			1,802	(3)	02/07/2027	Common Stock	1,802	$0	1,802	D
Restricted Stock Unit	$0	02/06/2026		M			3,043	(4)	02/06/2028	Common Stock	3,043	$0	6,087	D

Explanation of Responses:

1. Total adjusted to reflect transfer of shares to the reporting person's former spouse pursuant to a Domestic Relations Order.

2. The restricted stock units vest in three (3) equal annual installments commencing one year after the grant date of 02/08/2023.

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 Rachid Izzar	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What insider activity did Biogen (BIIB) executive Rachid Izzar report on February 6, 2026?

Biogen executive Rachid Izzar reported exercising several restricted stock unit awards into common stock on February 6, 2026. Some resulting shares were automatically withheld at $201.18 per share to cover tax obligations, and he ended the day holding 11,011 Biogen common shares directly.

How many Biogen (BIIB) shares does Rachid Izzar own after the latest Form 4 filing?

After the reported transactions, Biogen executive Rachid Izzar directly owns 11,011 shares of Biogen common stock. This figure reflects both the conversion of vested restricted stock units and the shares withheld to satisfy tax withholding obligations at $201.18 per share.

Were Biogen (BIIB) shares sold by Rachid Izzar in the open market in this Form 4?

The Form 4 shows shares coded as “F,” meaning shares were withheld to satisfy tax obligations at $201.18 per share, rather than sold on the open market. These withholdings occurred alongside RSU exercises that converted into Biogen common stock at a $0 exercise price.

What restricted stock units vested for Biogen (BIIB) executive Rachid Izzar in this filing?

The filing shows vesting and exercises of restricted stock units originally granted on February 8, 2023, February 7, 2024, and February 6, 2025. Each grant vests in three equal annual installments starting one year after its grant date, with portions converting into Biogen common stock.

What do the transaction codes M and F mean in the Biogen (BIIB) Form 4 for Rachid Izzar?

In this Form 4, code “M” indicates the exercise of restricted stock units into Biogen common stock at a $0 exercise price. Code “F” indicates the issuer withheld shares, valued at $201.18 per share, to cover tax withholding associated with those RSU vesting events.

How did a Domestic Relations Order affect Biogen (BIIB) shares reported by Rachid Izzar?

A footnote explains that the total share amount was adjusted to reflect a transfer of shares to Rachid Izzar’s former spouse pursuant to a Domestic Relations Order. This clarification affects how his current beneficial ownership of Biogen common stock is presented in the Form 4.