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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):
September 24, 2026
REGENERON PHARMACEUTICALS, INC.
(Exact name of registrant as specified
in its charter)
New York
(State or other
jurisdiction of incorporation)
| 000-19034 |
|
13-3444607 |
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification No.) |
| |
|
|
| 777 Old Saw Mill River Road, Tarrytown, New York |
|
10591-6707 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s telephone number,
including area code: (914) 847-7000
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 Instructions
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 per share |
REGN |
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. |
1. New Equity Awards
for CEO and CSO
Effective September 24, 2026 (the “Grant
Date”), the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”)
of Regeneron Pharmaceuticals, Inc. (“Regeneron” or the “Company”) granted, upon the approval of
the independent, non-employee members of the Board, a one-time award of performance share units (together, the “2026 PSUs”)
under the Second Amended and Restated Regeneron Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (the “Equity Plan”)
to each of Leonard S. Schleifer, M.D., Ph.D., Board co-Chair, President and Chief Executive Officer of the Company (“CEO”),
and George D. Yancopoulos, M.D., Ph.D., Board co-Chair, President and Chief Scientific Officer of the Company (“CSO”),
as described below.
THE 2026 CEO AND CSO AWARDS OVERVIEW
This summary highlights certain features of the 2026 PSUs and is
qualified by the supplemental information in Exhibit 99.1 and the 2026 PSU agreements filed as Exhibits 10.1 and 10.2.
| · | Designed
to drive long-term, sustainable value creation. The 2026 PSUs reward successful, timely execution by Regeneron’s co-founders
Drs. Schleifer and Yancopoulos against ambitious pipeline and commercial growth goals sustained through the full 10-year performance
period, which is aligned with Regeneron’s mission, focus on long-term value creation, and product development and commercialization
cycles. |
| | |
| · | Thoughtful,
multi-year process that incorporated shareholder input. The award structure is a result of a multi-year process led by the Compensation
Committee and directly reflects feedback from many of the Company’s largest investors, gathered through a dedicated 2026 engagement
campaign led by the independent Compensation Committee Chair and Lead Independent Director of the Board. |
| | |
| · | Single,
100% performance-based award for ten years; mandatory holding period applies into 2036. These one-time awards replace annual equity
awards under the Company’s long-term incentive plan for the CEO and the CSO until 2036. All PSU shares are subject to a mandatory
holding period and cannot be sold until February 2036 (the certification date for 2035 performance), with exceptions only for death,
disability, or a change in control. |
| | |
| · | Rigorous
performance goals that reflect Regeneron’s strategic objectives. The performance goals are tied to new product filings and
approvals (smaller earnout opportunity) and the revenues generated from them (greater earnout opportunity), with top payouts linked to
transformational pipeline and revenue creation. |
| | |
| · | Maximum
earnout requires nearly $30 billion in new product annual revenues, substantial pipeline advancement, positive absolute TSR, and relative
TSR outperformance. That revenue level is approximately double the Company’s total 2025 revenues and demands exceptional commercial
and pipeline execution in the face of headwinds from increasing biosimilar and branded competition to existing products. |
| | |
| · | New
revenue generation represents the largest earnout opportunity. Consistent with shareholder feedback, earnout is significantly more
weighted toward new product revenues rather than pipeline activity alone. Below $10 billion of new product annual revenues, no revenue-based
PSUs would be earned and the activity-based earnout is capped at 100,000 PSUs (CEO) and 300,000 PSUs (CSO), with the greater cap applicable
to the CSO to recognize the executive’s primary responsibility for the research and development efforts required to generate activity-based
PSUs. Between $10 billion and $30 billion, the total number of PSUs eligible to be earned by the CEO and the CSO in the aggregate is
determined such that activity-based PSUs may not exceed 30% of such total number of PSUs. |
| | |
| · | Designed
to align compensation outcomes with long-term shareholder experience. A relative TSR modifier adjusts earned PSUs by up to ±20%
based on Regeneron’s TSR against the NASDAQ Biotechnology Total Return Index over the full 10-year performance period. Any shares
delivered before the end of the performance period will be subject to a 20% holdback pending the relative TSR adjustment in 2036. In
limited circumstances when the executive’s service terminates earlier, the relative TSR adjustment will be measured as of the date
of termination. |
| · | Promotes
sustained performance, with earnout and delivery concentrated in the final years. To promote sustained performance and mitigate the
risk of award over-delivery, earnout and delivery opportunities before the last two years of the full 10-year performance period are
limited: No revenue-based PSUs may be earned before certification of 2032 revenue, activity-based earnout is capped through 2031, aggregate
earnout is capped through 2033, and further delivery limits apply before 2035. |
| | |
| · | Only
new revenue the Company generates from newly approved or acquired products is counted.
Only sales from products for which the Company obtains FDA approval during the full 10-year
performance period (defined to include Lynozyfic®
(linvoseltamab) and Otarmeni™ (lunsotogene parvec) solely in the event that the Company
obtains significant label expansion for such products) count toward the revenue goals. For
acquired products, only sales above the pre-acquisition baseline are included. |
| | |
| · | Long-term
service required. Executives must remain continuously employed or otherwise provide service through the applicable earnout measurement
dates during the full 10-year performance period ending December 31, 2035 (subject to certain qualifying termination protections). Serving
as a member of the Board will satisfy this requirement, and the executives have the right to be nominated as Board members for so long
as they remain employed as CEO and CSO. Voluntary departure or retirement prior to such dates would result in full forfeiture of any
unvested PSUs. |
| | |
| · | Hard
caps apply in every scenario. Awards are capped at 2,700,000 PSUs (CEO) and 2,900,000 PSUs (CSO), regardless of greater performance.
The higher CSO limit reflects his primary responsibility for the research and development work that generates activity-based earnout
and supports the revenue goals. |
| | |
| · | Succession
planning required. Awards require good-faith participation in CEO and CSO succession planning, with formal plans to be completed
by the 5th anniversary of grant, helping ensure stability and continuity of key leadership. |
The foregoing description of the 2026 PSUs is
qualified in its entirety by reference to Exhibit 99.1, “Supplemental Information Regarding Award Rationale, Design Process, and
Key Terms,” as well as the full and complete text of the 2026 PSU agreements under the Equity Plan (collectively, the “PSU
Award Agreements”) filed as Exhibits 10.1 and 10.2. Such documents are filed as exhibits to this Current Report on Form 8-K
and are incorporated herein by reference.
2. Formation of New
Subsidiary and Grant of Subsidiary Equity
The Company recently formed a new entity (the
“New Subsidiary”) to explore a potential non-core business opportunity. Drs. Schleifer and Yancopoulos each received
an equity stake in the New Subsidiary, a portion of which is subject to vesting. The Company has only recently begun exploring this business
opportunity. The New Subsidiary is majority owned and controlled by Regeneron, has a nominal value, does not have any significant assets
at present, has not yet commenced operations, and may not pursue this business opportunity in the near future, if at all.
The form of restricted stock purchase agreement
with each of Drs. Schleifer and Yancopoulos, pursuant to which each of them received his equity stake in the New Subsidiary, entered into
effective September 24, 2026, will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarterly period
ending September 30, 2026.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
| 99.1 | Supplemental Information Regarding Award Rationale, Design Process,
and Key Terms |
| 10.1 | PSU Award Agreement (Leonard S. Schleifer, M.D., Ph.D.) |
| 10.2 | PSU Award Agreement (George D. Yancopoulos, M.D., Ph.D.) |
| 104 | Cover Page Interactive Data File
- the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| |
REGENERON PHARMACEUTICALS, INC. |
| |
|
| |
/s/ Joseph J. LaRosa |
| |
Joseph J. LaRosa |
| |
Executive Vice President, General Counsel and Secretary |
Date: September 30, 2026
Exhibit 99.1
Supplemental Information
Regarding Award Rationale, Design Process, and Key Terms
Note: See definitions set forth under “1. New Equity Awards
for CEO and CSO” in Item 5.02 of this Current Report on Form 8-K for capitalized terms used but not defined below.
Award Rationale and Design Process
The 2026 PSUs were approved after a rigorous,
multi-year process led by the Compensation Committee, incorporating long-term strategic considerations and informed by direct feedback
from many of the Company’s largest investors as well as the Compensation Committee’s independent compensation consultant
and several other compensation and governance experts.
As part of that process, the Compensation
Committee and the other independent Board members carefully considered Regeneron’s mission and long-term growth strategy,
including the need to maximize the value of its pipeline of approximately 50 product candidates amid increasing biosimilar and
branded competition. The Board also recognized the Company’s nearly 40-year record of success for patients and shareholders
under the leadership of Regeneron’s co-founders Drs. Schleifer and Yancopoulos, as demonstrated by the invention, development,
and commercialization of 16 approved or authorized medicines, including four that have achieved “blockbuster” status and
currently generate more than $1 billion in annual net product sales each, and by a total shareholder return
(“TSR”) of over 3,500% since the Company became public.
Description of Key Terms
The key terms of the PSUs are further described
below. Unless otherwise indicated, PSU and share information is expressed per executive.
Performance Goals. The performance goals
for the 2026 PSUs span two main operational categories, as follows:
| | (1) | the filing of Biologics License Applications (“BLAs”) or
New Drug Applications (“NDAs”) for new molecular entities (such BLAs and
NDAs, “New Product Filings”) and U.S. Food and Drug Administration (“FDA”)
approval of New Product Filings and Eligible Supplemental Filings (as defined below) (“New
Product Approvals”): |
| | a. | 10,000 PSUs per New Product Filing from January 1, 20261
through December 31, 2034 |
| | b. | 15,000 PSUs per New Product Approval based on a New Product
Filing obtained from January 1, 20261 through December 31, 2035 |
| | c. | 12,500 PSUs per FDA approval of a supplemental BLA (“sBLA”)
or supplemental NDA (“sNDA”) obtained during the Performance Period, excluding
(i) sBLAs/sNDAs for products marketed as of the Grant Date or (ii) sBLAs/sNDAs that do not
expand the eligible patient population (“Eligible Supplemental Filing”) |
| | (2) | the generation of new revenues (“New Product Annual
Revenues”) from products approved or acquired during the Performance Period (in
the case of an acquired product, only to the extent above the pre-acquisition net sale baseline
for such product) (“New Products”)2
measured on the basis of the Company’s audited financial statements for fiscal years
2032, 2033, 2034, and 2035: |
| |
b. |
$10 billion: 250,000 PSUs |
|
|
Linear interpolation between each level above $10 billion/250,000
PSUs
|
|
| |
c. |
$18 billion: 900,000 PSUs |
|
|
|
| |
d. |
$30 billion: 1,800,000 PSUs |
|
|
|
1
The start of the performance period gives recognition to the fact that the CEO and the CSO
became eligible for additional equity awards effective January 1, 2026. The full 10-year performance period from January 1, 2026 through
December 31, 2035 is referred to as the “Performance Period.” Notwithstanding the start of the Performance Period
on January 1, 2026, the 2026 BLA filing for Otarmeni™ (lunsotogene parvec)
and the 2026 FDA approval of such product will not constitute a “New Product Filing” and “New Product Approval,”
respectively; provided that an sBLA (as defined below) for such product that expands the eligible patient population will constitute
an “Eligible Supplemental Filing.”
2
“New Products” include (i) Ordspono™ (odronextamab)
if such product is approved by the FDA, (ii) Lynozyfic® (linvoseltamab)
if such product receives FDA approval for earlier lines of treatment in its currently approved multiple myeloma indication or FDA approval
of another indication, and (iii) Otarmeni™ (lunsotogene
parvec) if such product receives FDA approval that expands the eligible patient population.
Awards earned pursuant to (1) and (2) above are
subject to maximum earnout opportunities of 2,700,000 PSUs (CEO) and 2,900,000 PSUs (CSO)3 that also may be satisfied by the
generation of $40 billion of New Product Annual Revenues in fiscal 2034 or 2035 so long as the Company’s absolute TSR is positive
for the Performance Period and exceeds the NASDAQ Biotechnology Total Return Index (“NBI”) return over the Performance
Period. No additional Revenue-Based PSUs are eligible to be earned for New Product Annual Revenues above $30 billion unless the criteria
set forth in the preceding sentence are satisfied.
PSUs linked to New Product Filings and New Product
Approvals are collectively referred to as “Activity-Based PSUs”; and PSUs linked to New Product Annual Revenues are
collectively referred to as “Revenue-Based PSUs.”
Earnout and Vesting Determinations. Earnout
and vesting determinations for both Activity-Based PSUs and Revenue-Based PSUs will be made following year-end for each applicable year
during the Performance Period based on the Committee’s certification of performance, subject to the limitations described under
“Earnout and Delivery Limitations” below.
| | · | Activity-Based
PSUs: Such determinations will be made for each year during the period of 2026–2034
for New Product Filings and 2026–2035 for New Product Approvals. |
| | | |
| | · | Revenue-Based
PSUs: Such determinations will be made for each of the final four years of the Performance
Period (2032–2035). New Product Annual Revenues will be measured for each such year
based on the Company’s audited financial results and comprise the sum of (i) aggregate
annual global net product sales of New Products (other than those acquired from third parties);
(ii) the incremental amount of aggregate annual global net product sales of New Products
acquired from third parties over their pre-acquisition aggregate annual global net product
sales for the most recently completed fiscal period; and (iii) for any New Product subject
to a collaboration with one or more third parties, the product of (x) such New Product’s
aggregate annual global net product sales multiplied by (y) the Company’s share of
profits for such New Product (provided that if such collaborated New Product was acquired
from a third party, clause (ii) will also apply as appropriate). |
Earnout and Delivery Limitations. The
2026 PSUs contain the following earnout caps and delivery limits:
| | · | Earnout caps
on Activity-Based PSUs: To the extent New Product Annual Revenues are less than $10 billion,
the earnout opportunity for Activity-Based PSUs is capped at 100,000 PSUs for the CEO and
300,000 PSUs for the CSO and is allocated 25% to the CEO and 75% to the CSO.3
In the event New Product Annual Revenues are equal to or greater than $10 billion and less
than or equal to $30 billion, the total number of PSUs eligible to be earned by the CEO and
the CSO is determined such that Activity-Based PSUs may not exceed 30% of such total number
of PSUs. Activity-Based PSUs that would have been earned in a particular year if not for
the applicable caps set forth above and below will be eligible to be earned in the remaining
years of the Performance Period to the extent their earnout complies with the applicable
cap(s) for those years. |
| | | |
| | · | Earnout caps
before 2034: (i) No earnout of Revenue-Based PSUs in 2026–2031; (ii) a cumulative
earnout cap (inclusive of any Activity-Based PSUs earned previously) on Activity-Based PSUs
of 100,000/300,000 (CEO/CSO) in 2026–2031; and (iii) a cumulative earnout cap of 300,000
and 525,000 per executive (inclusive of any PSUs earned previously) on aggregate Activity-Based
PSUs and Revenue-Based PSUs in 2032 and 2033, respectively. |
| | | |
| | · | 20% holdback
applies to any shares delivered before the end of the Performance Period (other than as described
under “Termination Treatment” below). |
| | | |
| | · | Additional
delivery limits before 2035: (i) No delivery of shares from Revenue-Based PSUs before
2033 and (ii) additional delivery limits apply to shares delivered before 2035. |
| | | |
| | · | Absolute
caps of 2,700,000 PSUs (CEO) and 2,900,000 (CSO) apply in all circumstances.3 |
3
The greater caps and allocation percentages applicable to the CSO are meant to recognize the
executive’s critical role in overseeing the research and development efforts necessary to generate Activity-Based PSUs and to build
a robust new product pipeline capable of supporting achievement of the New Product Annual Revenue goals.
Relative TSR Modifier. A relative TSR
modifier (“rTSR Modifier”) adjusts earned PSUs by ±20% based on Regeneron’s TSR performance versus the
NBI from January 1, 2026 through December 31, 2035 (+20% if Regeneron’s relative TSR exceeds the NBI’s return by 25 percentage
points or more and -20% if Regeneron’s relative TSR trails the NBI’s return by 25 percentage points or more, with linear
interpolation applied in between); a shorter measurement period may apply in the circumstances described under “Termination Treatment”
below. The rTSR Modifier may not increase the number of earned PSUs if Regeneron’s absolute TSR is negative over the applicable
measurement period.
Mandatory Holding Period. Any shares delivered
to the executives prior to December 31, 2035 remain subject to a mandatory holding period until February 2036 (the certification date
for 2035 performance) (the “Holding Period”), except following termination of employment due to death or disability
or upon a change in control as described under “Termination Treatment” below. Certain transfers for estate planning purposes
will be permissible so long as the transferee agrees to remain bound by the applicable restrictions during the Holding Period.
No Additional Equity Awards. As a condition
to the grant of the 2026 PSUs, it has been agreed that the CEO and the CSO will not be entitled to any additional equity or equity-based
awards under the Equity Plan or any successor to the Equity Plan until 2036.
Succession Planning. The 2026 PSUs contain
covenants that require the recipients to participate in good faith in the Board’s continued development of CEO and CSO succession
plans (as applicable), with such plans to be in place by the 5th anniversary of the grant date or such later date as determined by the
Board.
Service Requirement; Board Nomination Right.
The 2026 PSUs will continue to be outstanding and may be earned and vest for so long as the recipient serves as an employee or consultant
of the Company or a member of the Board. The recipients have the right to be nominated as members of the Board for so long as they remain
employed as CEO and CSO, respectively.
Termination Treatment. The following provisions
apply to the 2026 PSUs in the circumstances described below.
| | · | Voluntary
Termination or Retirement. Upon voluntary departure or retirement from the Company (except
where the executive’s service continues as noted above), any unvested PSUs are forfeited.
The Holding Period will remain in effect in respect of any previously vested shares, and
the rTSR Modifier applicable to such shares will be measured as of the termination date. |
| | | |
| | · | Termination
without Cause/Departure for Good Reason. If the executive’s employment with the
Company is terminated without Cause or the executive leaves his employment with the Company
for a Good Reason (each as defined in the applicable PSU Award Agreement) not in connection
with a change in control, the 2026 PSUs will remain outstanding and may be earned in accordance
with the terms of the award except that (i) any earnout following the termination date will
be based solely on New Products in existence as of the termination date as well as Eligible
New Products and Eligible New Product Candidates (each as defined below) (the “Qualifying
Termination Earnout Methodology”) and (ii) the rTSR Modifier will be measured (a)
as of the termination date if the termination occurs on or prior to December 31, 2031 and
(b) as of the end of the Performance Period if the termination occurs on January 1, 2032
or later. PSUs earned in accordance with the preceding sentence will vest as of the applicable
measurement date and shares delivered in respect of such PSUs will remain subject to the
Holding Period, provided that the 20% holdback will not apply if the termination occurs on
or prior to December 31, 2031. “Eligible New Product Candidates” consist
of (a) product candidates of the Company for which Investigational New Drug Applications
have been submitted to the FDA prior to the termination date, (b) product candidates of the
Company in Phase 1 or later clinical development as of the termination date, and (c) product
candidates acquired from third parties pursuant to an agreement that is entered into within
12 months following the termination date (a “Qualifying Purchase”). “Eligible
New Products” consist of New Products resulting from Eligible New Product Candidates
or a Qualifying Purchase. |
| | | |
| | · | Qualifying
Termination Upon or Following a Change in Control. Upon a change in control, the 2026
PSUs will remain outstanding and may be earned in accordance with the terms of the award
except the rTSR Modifier will be measured as of the change-in-control date based on the price
per share of Company common stock to be paid in the change-in-control transaction. If following
a change in control and prior to December 31, 2035 the executive’s employment with
the Company or its successor is terminated without Cause or the executive leaves his employment
with the Company or its successor for a Good Reason, the 2026 PSUs will remain outstanding
and may be earned in accordance with the Qualifying Termination Earnout Methodology and the
rTSR Modifier will be measured as of the change-in-control date. PSUs earned in accordance
with the preceding two sentences will vest as of the applicable measurement date and shares
delivered in respect of such PSUs will no longer be subject to the Holding Period or the
20% holdback. |
| | · | Death or
Disability. In the case of the executive’s death or disability, the PSUs remain
outstanding and may be earned during their term and, to the extent earned, will no longer
be subject to the Holding Period. |
PSU Award Agreements. The 2026 PSUs were
granted pursuant to the PSU Award Agreements and are subject to the terms of the Company’s Policy Regarding Recoupment or Reduction
of Incentive Compensation for Compliance Violations and the Company’s Clawback Policy, both as in effect from time to time.
The foregoing description of the 2026 PSUs is
qualified in its entirety by reference to the full and complete text of the PSU Award Agreements, copies of which are filed as Exhibits
10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.
