BioMarin adds director Robert Plenge with $400K grant

BioMarin expanded its Board to eleven members and appointed independent director Robert Plenge, M.D., Ph.D., with a $400,000 RSU grant vesting before the next annual meeting.

Available on EDGAR 09/14/2026 - 09:26 AM EDT Accepted by SEC EDGAR 09/14/2026 - 09:26 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

BioMarin Pharmaceutical Inc. (BMRN) reported that its Board of Directors increased the Board size from ten to eleven members and appointed Robert Plenge, M.D., Ph.D. as a director effective September 10, 2026. He will also serve on the Board’s Science and Technology Committee as an independent non-employee director.

On the appointment date, Dr. Plenge received a restricted stock unit grant valued at $400,000 under BioMarin’s 2017 Equity Incentive Plan, based on a pro rata share of the 2026 annual non-employee director award described in the company’s April 21, 2026 proxy statement. The RSUs will vest immediately before the company’s next regular annual meeting of stockholders. BioMarin plans to enter into its standard form indemnification agreement with Dr. Plenge, and states he was not appointed pursuant to any arrangement with another person and has no related party transactions reportable under Regulation S-K Item 404(a).

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Key Figures

Board size after change: 11 directors RSU grant value: $400,000 Vesting timing: Immediately prior to next annual meeting +2 more

5 metrics

Board size after change 11 directors Board size increased from ten to eleven members effective September 10, 2026

RSU grant value $400,000 Restricted stock units granted to Dr. Robert Plenge under the 2017 Equity Incentive Plan on the appointment date

Vesting timing Immediately prior to next annual meeting Vesting date for RSU grant and 2026 annual award for non-employee directors

Appointment date September 10, 2026 Effective date of Dr. Plenge’s appointment and RSU grant

Trading symbol BMRN Common Stock listed on The Nasdaq Global Select Market

Key Terms

restricted stock units, 2017 Equity Incentive Plan, indemnification agreement, related party transaction, +1 more

5 terms

restricted stock units financial

"on the Appointment Date, Dr. Plenge was granted a number of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2017 Equity Incentive Plan financial

"valued at $400,000 pursuant to the Company’s 2017 Equity Incentive Plan"

indemnification agreement regulatory

"The Company also intends to enter into an indemnification agreement with Dr. Plenge"

An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.

related party transaction regulatory

"not engaged in any transaction that would be reportable as a related party transaction"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

non-employee directors financial

"standard director fees paid to the Company’s non-employee directors"

Non-employee directors are board members who do not work for the company as salaried employees and usually do not hold day-to-day management roles. They act like outside referees or independent coaches, providing oversight, asking tough questions, and protecting shareholders’ interests; investors care because these directors help ensure management is accountable, reduce conflicts of interest, and influence decisions that affect company strategy and long-term value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Board change did BioMarin (BMRN) announce on September 10, 2026?

BioMarin’s Board of Directors increased its size from ten to eleven members and appointed Robert Plenge, M.D., Ph.D. as a new independent non-employee director effective September 10, 2026.

What equity compensation did BioMarin (BMRN) grant to new director Robert Plenge?

On his appointment date, Dr. Plenge received a restricted stock unit grant valued at $400,000 under BioMarin’s 2017 Equity Incentive Plan, based on a pro rata share of the 2026 annual award for non-employee directors.

When do Robert Plenge’s BioMarin (BMRN) RSUs vest?

The shares of common stock underlying Dr. Plenge’s RSU grant will vest on the date immediately prior to BioMarin’s next regular annual meeting of stockholders, the same vesting date as the 2026 annual award for other non-employee directors.

Will BioMarin (BMRN) enter into an indemnification agreement with Robert Plenge?

BioMarin states that it intends to enter into an indemnification agreement with Dr. Plenge in the same form as its standard indemnification agreement used with its other directors.

Was Robert Plenge’s appointment to BioMarin’s Board related to any arrangement or related party transaction?

BioMarin reports that Dr. Plenge was not selected pursuant to any arrangement or understanding with any person and that he has not engaged in any transaction reportable as a related party transaction under Regulation S-K Item 404(a).

AI-generated analysis. How Rhea-AI works. Not financial advice.

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0001048477false00010484772026-09-102026-09-10

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): September 10, 2026

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. ☐

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

On September 10, 2026, 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 Robert Plenge, M.D., Ph.D., to the Board, to be effective September 10, 2026 (the Appointment Date). Dr. Plenge has also been appointed to the Science and Technology Committee of the Board.

As an independent non-employee director, Dr. Plenge 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 21, 2026.

In connection with his appointment to the Board, on the Appointment Date, Dr. Plenge 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 2026 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 2026 annual award for all other non-employee directors.

The Company also intends to enter into an indemnification agreement with Dr. Plenge 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.

Dr. Plenge was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Dr. Plenge 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: September 14, 2026			By:			/s/ G. Eric Davis
						G. Eric Davis
						Executive Vice President, Chief Legal Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB