Biogen (NASDAQ: BIIB) CFO Kramer logs RSU vesting and $201.18 tax-share sales

Rhea-AI Filing Summary

Biogen Inc. Chief Financial Officer Robin Kramer reported several stock transactions dated February 6, 2026 related to vesting of restricted stock units (RSUs). RSU awards for 789, 703 and 3,511 units were converted into an equal number of Biogen common shares at an exercise price of $0.

To cover tax obligations on these vestings, Kramer had 273, 207 and 1,063 Biogen common shares withheld or disposed of at a transaction price of $201.18 per share. After these transactions, Kramer directly beneficially owned 11,471.7483 shares of Biogen common stock and continued to hold RSUs that vest in three equal annual installments under prior grants.

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^*

Kramer Robin

(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)
	Chief Financial Officer

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		789	A	$0	8,800.7483	D
Common Stock	02/06/2026		F		273	D	$201.18	8,527.7483	D
Common Stock	02/06/2026		M		703	A	$0	9,230.7483	D
Common Stock	02/06/2026		F		207	D	$201.18	9,023.7483	D
Common Stock	02/06/2026		M		3,511	A	$0	12,534.7483	D
Common Stock	02/06/2026		F		1,063	D	$201.18	11,471.7483	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			789	(1)	02/08/2026	Common Stock	789	$0	0	D
Restricted Stock Unit	$0	02/06/2026		M			703	(2)	02/07/2027	Common Stock	703	$0	704	D
Restricted Stock Unit	$0	02/06/2026		M			3,511	(3)	02/06/2025	Common Stock	3,511	$0	7,024	D

Explanation of Responses:

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

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

3. 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 Robin Kramer	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).
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FAQ

What did Biogen (BIIB) CFO Robin Kramer report in this Form 4?

Biogen CFO Robin Kramer reported RSU vesting and related tax-share dispositions on February 6, 2026. Several restricted stock unit awards converted into common shares at $0 exercise price, with a portion of shares withheld or disposed of at $201.18 per share to satisfy tax obligations.

How many Biogen (BIIB) shares does CFO Robin Kramer own after these transactions?

After the reported transactions, CFO Robin Kramer beneficially owned 11,471.7483 Biogen common shares directly. This figure reflects multiple RSU conversions into stock and share dispositions to cover taxes, as disclosed in Table I of the Form 4 for the February 6, 2026 transactions.

What restricted stock unit (RSU) awards were involved for Biogen (BIIB) CFO Kramer?

Three RSU awards were involved: 789 units from a February 8, 2023 grant, 703 units from a February 7, 2024 grant, and 3,511 units from a February 6, 2025 grant. Each grant vests in three equal annual installments beginning one year after its respective grant date.

At what price were Biogen (BIIB) shares withheld or disposed of for taxes?

Shares were withheld or disposed of at a transaction price of $201.18 per Biogen share. These dispositions, coded “F” on the Form 4, were made in connection with RSU vesting to satisfy tax withholding obligations arising from the conversion of restricted stock units into common stock.

Did Biogen (BIIB) CFO Kramer pay anything to exercise the RSUs?

No cash exercise price was paid to convert the RSUs; each restricted stock unit converted into one Biogen common share at an exercise price of $0. The Form 4 shows transaction code “M” with a $0 price for all RSU-to-share conversions reported on February 6, 2026.

How do the Biogen (BIIB) RSU grants for Kramer vest over time?

Each RSU grant vests in three equal annual installments, starting one year after the respective grant date. Grants dated February 8, 2023; February 7, 2024; and February 6, 2025 follow this schedule, leading to periodic conversions of RSUs into Biogen common shares over three years.