[8-K] BioMarin Pharmaceuticals Inc Reports Material Event

Rhea-AI Filing Summary

Nurix Therapeutics, Inc. (NRIX) has filed a Form 144 disclosing that shareholder Johannes Van Houte plans to sell 5,402 common shares through Morgan Stanley Smith Barney, with an approximate market value of $60,826.52. The transaction is expected on or about 01 Aug 2025 on the NASDAQ. With 76,449,355 shares outstanding, the proposed sale equals roughly 0.007 % of the company’s equity.

The notice also lists two prior sales in the last three months: 4,304 shares on 30 Jul 2025 for $51,695.34 and 6,198 shares on 02 May 2025 for $70,242.55—together totaling 10,502 shares and $121,938. These shares, like the new lot, originated from restricted stock units acquired on 30 Jul 2025. The filer attests to possessing no undisclosed material adverse information and may be trading under a Rule 10b5-1 plan, indicating procedural compliance rather than a sudden shift in outlook.

Positive

• Sale size is immaterial—just 0.007 % of shares outstanding, limiting dilution or market impact.
• Rule 144 and possible 10b5-1 plan indicate transparent, pre-arranged compliance, reducing risk of opportunistic insider trading.

Negative

• Continued insider selling: 10,502 shares already sold in past three months, which could be perceived negatively by some investors.

Insights

Securities Analyst

TL;DR: Small insider sale (~$61k) under Rule 144; immaterial to float, neutral fundamental impact.

The filing reveals a planned disposition of 5,402 NRIX shares worth about $61k—just 0.007 % of the 76.4 M shares outstanding. Even combined with the 10,502 shares already sold this quarter, insider selling remains de-minimis, suggesting routine liquidity or pre-arranged 10b5-1 activity rather than a bearish signal. No earnings data or strategic disclosures accompany the form, so fundamentals remain unchanged. For investors, the event is non-impactful to valuation but may be tracked for sentiment trends.

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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): July 30, 2025

BioMarin Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-26727

68-0397820

(State or other jurisdiction of incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

770 Lindaro Street

San Rafael

California

94901

(Address of Principal Executive Offices)

(Zip Code)

(415) 506-6700

(Registrant's telephone number, including area code)

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 (see General Instruction A.2. below):

☐ 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, par value $0.001

BMRN

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. ☐

o

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

On July 30, 2025, the Board of Directors (the Board) of BioMarin Pharmaceutical Inc. (the Company) increased the size of the Board from ten to eleven members and appointed Ian T. Clark to the Board, to be effective August 1, 2025. Mr. Clark has also been appointed to the Audit Committee and the Science and Technology Committee of the Board.

As an independent non-employee director, Mr. Clark will be entitled to receive the standard director fees paid to the Company’s non-employee directors and retainer fees paid to members of the Board committees on which he will sit, as described under the heading “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A (the Proxy Statement), filed with the Securities and Exchange Commission (the SEC) on April 8, 2025.

In connection with his appointment to the Board, on August 1, 2025, Mr. Clark was granted a number of restricted stock units (the RSU Grant) valued at $400,000 pursuant to the Company’s 2017 Equity Incentive Plan, as amended, which is based on a pro rata share of the 2025 annual award for non-employee directors as described in the Proxy Statement and consistent with Company policy. The shares of common stock subject to the RSU Grant will vest on the date immediately prior to the date of the Company’s next regular annual meeting of stockholders, the same vesting date for the 2025 annual award for all other non-employee directors.

The Company also intends to enter into an indemnification agreement with Mr. Clark in the same form as the Company’s standard form indemnification agreement with its other directors, which is attached as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2016.

Mr. Clark was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Clark has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

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 thereunto duly authorized.

						BioMarin Pharmaceutical Inc., a Delaware corporation
Date: August 1, 2025			By:			/s/ G. Eric Davis
						G. Eric Davis
						Executive Vice President, Chief Legal Officer

FAQ

How many NRIX shares are being sold according to the Form 144?

The filing covers 5,402 common shares of Nurix Therapeutics.

What is the estimated value of the NRIX shares to be sold?

The shares have an aggregate market value of $60,826.52.

When is the planned sale date for the NRIX shares?

The approximate sale date listed is August 1, 2025.

How many NRIX shares has the filer sold in the last three months?

The filer previously sold 10,502 shares for total proceeds of about $121,938.

What percentage of outstanding NRIX shares does the new sale represent?

Approximately 0.007 % of the 76,449,355 shares outstanding.