BMRN S-8 Filed Aug 5, 2025 to Add 8,000,000 Plan Shares

Rhea-AI Filing Summary

Filing: Form S-8 filed by BioMarin Pharmaceutical Inc. (BMRN) on August 5, 2025 to register additional shares under an employee plan.

Key action: The registrant amended the BioMarin 2017 Equity Incentive Plan (as amended April 1, 2025) and registered 8,000,000 additional shares of Common Stock for issuance under the 2017 Plan.

Other facts: The statement incorporates by reference prior S-8 filings (File Nos. 333-218695, 333-234231, 333-262824, 333-275273); exhibits include the Restated Certificate of Incorporation, Amended and Restated Bylaws, legal opinion of Cooley LLP, consent of KPMG LLP, the amended 2017 Plan (Exhibit 99.1), and a filing fee table. The filing is signed by executive officers and directors on August 5, 2025.

Positive

• Registration of 8,000,000 additional shares for issuance under the BioMarin 2017 Equity Incentive Plan (amended April 1, 2025).
• Incorporation by reference of prior S-8 registration statements (File Nos. 333-218695, 333-234231, 333-262824, 333-275273) maintains continuity of disclosures.
• Exhibits filed or referenced include legal opinion (Cooley LLP) and auditor consent (KPMG LLP), satisfying standard Form S-8 requirements.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine S-8 filing registering 8,000,000 additional shares under the company's equity plan; administrative, not earnings-related.

This Form S-8 documents the registration of 8,000,000 additional common shares for the BioMarin 2017 Equity Incentive Plan, amended April 1, 2025. The filing incorporates prior S-8 registration statements and attaches standard exhibits including legal opinion and auditor consent. There are no financial results, guidance, or material transactional disclosures in this filing.

Corporate Governance Expert

TL;DR: Governance update reflecting shareholder-approved plan amendment; includes required legal and audit consents.

The filing confirms shareholder approval (May 20, 2025) to increase the 2017 Plan reserve and registers the additional shares. Material governance documents (Restated Certificate of Incorporation and Amended Bylaws) are incorporated by reference, and counsel and auditor consents are provided as exhibits. This is a procedural compliance filing rather than a substantive corporate-action disclosure.

As filed with the Securities and Exchange Commission on August 5, 2025

Registration No. 333-   

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BIOMARIN PHARMACEUTICAL INC.

(Exact name of registrant as specified in its charter)

Delaware		68-0397820
(State or other jurisdiction of Incorporation or organization)		(I.R.S. Employer Identification No.)

770 Lindaro Street

San Rafael, CA 94901

(Address of principal executive offices) (Zip code)

BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as Amended April 1, 2025

(Full title of the plan)

G. Eric Davis

Executive Vice President, Chief Legal Officer and Secretary

BioMarin Pharmaceutical Inc.

770 Lindaro Street

San Rafael, California 94901

(415) 506-6700

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Chadwick Mills

Siana E. Lowrey

Cooley LLP

3 Embarcadero Center

20th Floor

San Francisco, CA 94111-4004

(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On May 20, 2025, the Registrant’s stockholders approved an amendment to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended (the “2017 Plan”) to increase the number of shares of Common Stock reserved for issuance under the 2017 Plan by 8,000,000 shares. Accordingly, this Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) to register an additional 8,000,000 shares of Common Stock for future issuance under the 2017 Plan. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Commission on June 13, 2017 (File No.  333-218695) and subsequent Registration Statements on Form S-8 were filed with the Commission on October 16, 2019 (File No. 333-234231), February 17, 2022 (File No.  333-262824) and November 2, 2023 (File No.  333-275273) (collectively, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.

PART II

ITEM 8. EXHIBITS

Exhibit Number
4.1		Restated Certificate of Incorporation of BioMarin Pharmaceutical Inc., previously filed with the Commission on June  12, 2017 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.
4.2		Amended and Restated Bylaws of BioMarin Pharmaceutical Inc., previously filed with the Commission on March  3, 2025 as Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.
5.1*		Opinion of Cooley LLP.
23.1*		Consent of KPMG LLP, independent registered public accounting firm.
23.2*		Consent of Cooley (included in Exhibit 5.1 to this Registration Statement on Form S-8).
24.1*		Power of Attorney (included on the signature page of this Registration Statement on Form S-8).
99.1		BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended on April  1, 2025, previously filed with the Commission on August 5, 2025 as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June  30, 2025, which is incorporated herein by reference.
107*		Filing Fee Table.
*		Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Rafael, State of California, on August 5, 2025.

BIOMARIN PHARMACEUTICAL INC.
By:		/s/ Brian R. Mueller
		Brian R. Mueller
		Executive Vice President and Chief Financial
		Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander Hardy and Brian R. Mueller, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Alexander Hardy Alexander Hardy		President and Chief Executive Officer (Principal Executive Officer)		August 5, 2025
/s/ Brian R. Mueller Brian R. Mueller		Executive Vice President and Chief Financial Officer (Principal Financial Officer)		August 5, 2025
/s/ Erin Burkhart Erin Burkhart		Group Vice President and Chief Accounting Officer (Principal Accounting Officer)		August 5, 2025
/s/ Richard A. Meier Richard A. Meier		Chair of the Board of Directors		August 5, 2025
/s/ Elizabeth McKee Anderson Elizabeth McKee Anderson		Director		August 5, 2025
/s/ Barbara W. Bodem Barbara W. Bodem		Director		August 5, 2025

/s/ Ian T. Clark Ian T. Clark		Director		August 5, 2025
/s/ Athena Countouriotis Athena Countouriotis		Director		August 5, 2025
/s/ Willard H. Dere Willard H. Dere		Director		August 5, 2025
/s/ Mark J. Enyedy Mark J. Enyedy		Director		August 5, 2025
/s/ Maykin Ho Maykin Ho		Director		August 5, 2025
/s/ Robert J. Hombach Robert J. Hombach		Director		August 5, 2025
/s/ Timothy P. Walbert Timothy P. Walbert		Director		August 5, 2025

FAQ

What did BioMarin (BMRN) register on Form S-8 filed August 5, 2025?

The company registered 8,000,000 additional shares of Common Stock for issuance under the BioMarin 2017 Equity Incentive Plan (as amended April 1, 2025).

When was the shareholder approval to increase the plan reserve for BMRN granted?

Shareholders approved the amendment to increase the plan reserve on May 20, 2025, as stated in the filing.

Which prior Form S-8 filings does this registration incorporate by reference?

The filing incorporates by reference prior S-8s filed on June 13, 2017 (333-218695), October 16, 2019 (333-234231), February 17, 2022 (333-262824), and November 2, 2023 (333-275273).

What key exhibits accompany the BMRN Form S-8?

Exhibits include the Restated Certificate of Incorporation, Amended and Restated Bylaws, legal opinion of Cooley LLP (Exhibit 5.1), KPMG LLP consent (Exhibit 23.1), the amended 2017 Plan (Exhibit 99.1), and a filing fee table (Exhibit 107).

Who signed the Form S-8 for BioMarin and on what date?

The Registration Statement was signed by executive officers and directors, including Brian R. Mueller (EVP & CFO) and Alexander Hardy (President & CEO), on August 5, 2025.