Sarepta Therapeutics (Nasdaq: SRPT) taps Michael Severino as CEO with $35M equity deal

Rhea-AI Filing Summary

Sarepta Therapeutics appointed Michael Severino, M.D. as Chief Executive Officer effective July 28, 2026, and as a Class I director serving until the 2028 annual meeting. He succeeds Douglas Ingram, who will step down as CEO and director on that date and remain as a consultant through December 31, 2026.

Under an employment agreement dated July 24, 2026, Dr. Severino receives an annual base salary of $1,180,000 and is eligible for a target bonus equal to 110% of base salary, with his 2026 bonus paid at 100% of target and prorated. He will receive a $35,000,000 sign-on equity package combining restricted stock units and premium priced stock options, with multi‑year vesting schedules. For a qualifying termination, he is entitled to salary continuation, bonus-related payments, COBRA premium support, outplacement services up to $20,000, and specified equity acceleration, with enhanced cash and full equity acceleration if the termination occurs within the defined change of control period. Mr. Ingram will be paid $15,000 per month under his consulting agreement.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 items

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.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Annual base salary: $1,180,000 Target bonus percentage: 110% of base salary Sign-On Grant value: $35,000,000 +5 more

8 metrics

Annual base salary $1,180,000 Base salary for Michael Severino under the Employment Agreement

Target bonus percentage 110% of base salary Target annual bonus opportunity for Michael Severino

Sign-On Grant value $35,000,000 Total grant date value of Severino’s sign-on equity awards

2026 annual equity component $6,000,000 Prorated 2026 annual equity grant within the Sign-On Grant

2027 annual equity component $12,000,000 2027 annual equity grant included in the Sign-On Grant

Make-Whole Grant $14,000,000 Equity to compensate Severino for relinquished prior awards

Consulting fee to Douglas Ingram $15,000 per month Fee under Ingram’s consulting agreement through December 31, 2026

Outplacement services cap $20,000 Maximum value of outplacement services in Severino’s severance benefits

Key Terms

premium priced stock options, Pro-Rata Bonus, change of control period, COBRA, +1 more

5 terms

premium priced stock options financial

"The Sign-On Grant shall be made in the form of ... premium priced stock options"

Pro-Rata Bonus financial

"a pro-rata annual bonus based upon actual performance and paid at the same time"

change of control period financial

"not in the period beginning six-months before and ending 24 months following a change of control"

COBRA financial

"payment by the Company of the employer cost of COBRA for up to 18 months"

COBRA is a U.S. federal law that lets employees and their dependents temporarily keep employer-sponsored health insurance after job loss, reduction in hours, or other qualifying events by paying the premiums themselves. Investors should care because offering COBRA can affect a company’s cash flow, administrative costs and legal disclosures when workforce changes occur—similar to a former club member paying to keep their membership active after leaving the club.

non-renewal of the employment term financial

"including a non-renewal of the employment term by the Company"

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FAQ

What leadership change did Sarepta Therapeutics (SRPT) announce?

Sarepta appointed Michael Severino, M.D. as Chief Executive Officer effective July 28, 2026, and as a Class I director through the 2028 annual meeting. Douglas Ingram will retire as CEO and director but continue as a paid consultant through the end of 2026.

What is Michael Severino’s base salary and bonus opportunity at SRPT?

Dr. Severino’s annual base salary is $1,180,000, and he is eligible for a target annual bonus equal to 110% of base salary. For 2026, his bonus will be paid at 100% of target and prorated based on his employment period during the year.

How large is Michael Severino’s sign-on equity package at Sarepta (SRPT)?

Dr. Severino will receive a sign-on equity grant valued at approximately $35,000,000. It includes a $6,000,000 2026 annual grant, a $12,000,000 2027 annual grant, a $3,000,000 new hire grant, and a $14,000,000 make‑whole grant for relinquished prior awards.

What severance benefits can Michael Severino receive outside a change of control at SRPT?

Following a qualifying termination outside the change of control period, Dr. Severino may receive 18 months of base salary, his target annual bonus for the year of termination, prior‑year earned bonus, a Pro‑Rata Bonus, up to 18 months of COBRA premiums, and outplacement services up to $20,000, plus specified equity acceleration.

How do Michael Severino’s severance rights change in a change of control scenario at SRPT?

For a qualifying termination during the change of control period, Dr. Severino is entitled to 24 months of base salary, two times target bonus, a target‑based Pro‑Rata Bonus, and full acceleration of all outstanding unvested time‑based equity awards, including his entire Sign‑On Grant.

What compensation will Douglas Ingram receive after stepping down as Sarepta’s CEO?

Douglas Ingram will serve as a consultant to Sarepta until December 31, 2026 under a consulting agreement. In exchange for these advisory services, he will receive a $15,000 monthly consulting fee during the term of the agreement.

How long is Michael Severino’s initial employment term with Sarepta (SRPT)?

Dr. Severino’s employment agreement provides an initial term of three years, with automatic one‑year renewals thereafter. Either party may elect not to renew by giving 60 days’ advance notice before the end of the then‑current term.

false 0000873303 0000873303 2026-07-23 2026-07-23

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 23, 2026

Sarepta Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-14895		93-0797222
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

215 First Street
Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (617) 274-4000

(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:

☐ 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 $0.0001 per share		SRPT		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 July 23, 2026, the Board of Directors (the “Board”) of Sarepta Therapeutics, Inc. (the “Company”) appointed Michael Severino, M.D. as Chief Executive Officer of the Company, effective July 28, 2026 (the “Effective Date”). Also on July 23, 2026, the Board appointed Dr. Severino, effective as of the Effective Date, as a Class I director, to serve until the Company’s 2028 annual meeting of stockholders. Dr. Severino will succeed Douglas Ingram, the Company’s current Chief Executive Officer. Mr. Ingram will depart from his position as Chief Executive Officer and a member of the Board as of the Effective Date. Mr. Ingram and the Company entered into a Consulting Agreement, dated July 26, 2026 (the “Consulting Agreement”), pursuant to which he will serve as consultant to the Company until December 31, 2026 in exchange for a monthly consulting fee of $15,000.

Dr. Severino, age 60, most recently served as Chief Executive Officer and a member of the board of directors of Tessera Therapeutics, Inc., a clinical-stage biotechnology company, and as a CEO-Partner at Flagship Pioneering from June 2022 to July 2026. Prior to that, Dr. Severino served as the Vice Chairman and President of AbbVie Inc., a pharmaceutical company, from December 2018 until June 2022, where he was responsible for research and development and oversaw corporate strategy. At AbbVie, he also served as Executive Vice President of Research and Development, Chief Scientific Officer. Prior to joining AbbVie, Dr. Severino served in roles of increasing responsibility at Amgen, Inc., leading to his appointment as Senior Vice President, Global Development and Chief Medical Officer. Dr. Severino received his M.D. from the Johns Hopkins University and his Bachelor of Science degree from the University of Maryland. Dr. Severino currently serves on the board of directors of Viatris Inc., where he is chair of its science and technology committee and a member of its audit committee, and on the board of directors of Avantor, Inc. where he is chair of its compensation and human resources committee.

In connection with the appointment of Dr. Severino as Chief Executive Officer, Dr. Severino and the Company entered into an Employment Agreement dated July 24, 2026, which sets forth the terms and conditions of his employment with the Company (the “Employment Agreement”). Pursuant to the Employment Agreement, Dr. Severino will be employed for an initial term of three (3) years, with automatic one (1)-year renewals thereafter subject to either party’s right to elect not to renew by providing sixty (60) days’ advance notice. Under the Employment Agreement, Dr. Severino is entitled to receive an annual base salary of $1,180,000 and will be eligible to participate in the Company’s bonus program with a target bonus of 110% of base salary. For 2026, Dr. Severino’s annual bonus will be paid based on performance at 100% of target and prorated based on his period of employment with the Company during the year.

In connection with Dr. Severino’s appointment as Chief Executive Officer, Dr. Severino will receive a sign-on grant of equity awards under the Company’s 2024 Employment Commencement Incentive Plan with a grant date value approximately equal to $35,000,000 (the “Sign-On Grant”). The Sign-On Grant is composed of (i) a 2026 annual equity grant with a grant date value approximately equal to $6,000,000, which represents a prorated grant for 2026, (ii) a 2027 annual equity grant with a grant date value approximately equal to $12,000,000, (iii) a new hire equity grant with a grant date value approximately equal to $3,000,000, and (iv) a make-whole equity grant with a grant date value approximately equal to $14,000,000 to compensate the Dr. Severino for relinquished equity awards from his prior employer (the “Make-Whole Grant”). The Sign-On Grant shall be made in the form of (y) restricted stock units, constituting approximately one-third of the grant date value of the Sign-On Grant, which vest in substantially equal installments on an annual basis over four years from the date of grant, generally subject to continued employment, and (z) premium priced stock options, constituting approximately two-thirds of the grant date value of the Sign-On Grant, which vest as to 25% of the options on the first anniversary of the date of grant, with monthly vesting in substantially equal installments thereafter over the next three years, generally subject to continued employment. In light of the inclusion of a 2027 annual equity grant in the Sign-On grant, Dr. Severino is not expected to receive a further annual equity grant in 2027.

Under the Employment Agreement, upon an involuntary termination of employment without Cause, including a non-renewal of the employment term by the Company, or a voluntary termination of employment for Good Reason (each as defined in the Employment Agreement and such termination, a “qualifying termination”), in each case not in the period beginning six-months before and ending 24 months following a change of control (the “change of control period”), Dr. Severino is entitled to (i) 18 months of base salary payable in the form of salary continuation,

(ii) his target annual bonus for the year of termination, payable over the 18-month severance term, (iii) any earned but unpaid annual bonus for the year prior to the year of termination, (iii) a pro-rata annual bonus based upon actual performance and paid at the same time bonuses are paid to other Company executives (a “Pro-Rata Bonus”), (iv) payment by the Company of the employer cost of COBRA for up to 18 months, and (v) outplacement services at a value not to exceed $20,000. Dr. Severino is also entitled to full acceleration of the Make-Whole Grant, to the extent unvested at the time of termination, and 12 months’ accelerated vesting of the Sign-On Grant. In the event of a qualifying termination during the change of control period, Dr. Severino is entitled to the foregoing benefits, as modified to reflect basic severance of 24 months of base salary and two times target bonus, in each case payable in a lump sum, a Pro-Rata Bonus based on target performance and payable in a lump sum following termination, and full acceleration of all of his outstanding and unvested time-based equity awards, including the Sign-On Grant. The receipt of the foregoing severance benefits is subject to Dr. Severino executing a separation agreement containing a general release of claims and other customary terms.

Pursuant to the Employment Agreement, Dr. Severino has agreed to a perpetual confidentiality covenant and an assignment of intellectual property covenant and has agreed not to compete with the Company or solicit certain of the Company’s service providers, customers, and suppliers during employment and for a period of 12 months following termination of his employment.

There is no arrangement or understanding between Dr. Severino and any other person pursuant to which he was appointed Chief Executive Officer of the Company. There are no transactions involving Dr. Severino requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing summaries of the Employment Agreement and Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Employment Agreement and Consulting Agreement, copies of which are attached hereto as Exhibit 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

The Company issued a press release in connection with the announcement of Dr. Severino’s appointment as Chief Executive Officer, a copy of which is furnished herewith as Exhibit 99.1.

All of the information included in this Item 7.01 and the accompanying exhibit is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
10.1		Employment Agreement, dated July 24, 2026, by and between Michael Severino and Sarepta Therapeutics, Inc.
10.2		Consulting and Advisory Agreement, dated July 26, 2026, by and between Douglas Ingram and Sarepta Therapeutics, Inc.
99.1		Press release announcing the appointment of Michael Severino as Chief Executive Officer, issued by Sarepta Therapeutics, Inc. on July 27, 2026.
104		Cover Page Interactive Data File (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.

				Sarepta Therapeutics, Inc.
Date: July 27, 2026				By:		/s/ Cristin L. Rothfuss
				Name:		Cristin L. Rothfuss
				Title:		Executive Vice President, General Counsel

Exhibit 99.1

Sarepta Therapeutics Appoints Michael Severino, M.D., Chief Executive Officer

• Severino joins Sarepta’s Board of Directors

• Doug Ingram to retire from Sarepta

CAMBRIDGE, Mass., July 27, 2026 — (BUSINESS WIRE) — Sarepta Therapeutics, Inc. (NASDAQ:SRPT), the leader in precision genetic medicine for rare diseases, today announced the appointment of Michael Severino, M.D., as chief executive officer, effective July 28, 2026. Severino, who was previously CEO of Tessera Therapeutics, will also join Sarepta’s Board of Directors. Severino succeeds Doug Ingram, who is retiring and will serve the company in an advisory capacity until the end of 2026 to ensure a smooth transition.

Severino brings more than 25 years of biopharmaceutical experience to Sarepta. Prior to Tessera, he served as Vice Chairman and President at AbbVie, where he was responsible for research and development and the corporate strategy office. During his tenure at AbbVie, he oversaw a rapid expansion of AbbVie’s pipeline and built critical new capabilities in areas such as genetics and genomics, computational biology, and precision medicine. Severino has made significant contributions to more than a dozen approved therapies including Rinvoq^®, Skyrizi^®, and Venclexta^® and, under his leadership, AbbVie built leading franchises in hematologic oncology, immunology, and neuroscience. Over the course of his career, he has led the strategy behind the research, development, registration, and commercialization of novel agents across a wide range of therapeutic areas and built critical capabilities needed to lead in the era of rapidly advancing precision medicine.

“It is a privilege to join Sarepta, the leader in precision genetic medicine for rare diseases, and a company driven by an extraordinary purpose: bringing innovative therapies, hope and possibility to patients and families facing serious and life-threatening diseases,” said Severino. “Throughout my career, I have focused on combining cutting edge science with drug development and commercialization expertise to improve the lives of patients. Sarepta’s unwavering commitment to patients and science resonates deeply with me, and I was very encouraged by the long-term data supporting our approved products, and the pre-clinical and clinical data from the siRNA pipeline programs and the potential for best-in-class treatments. I look forward to working with my new colleagues at Sarepta to continue to serve the Duchenne community and expand our reach.”

“After a comprehensive search, which identified multiple experienced and attractive candidates, the Board is pleased to welcome Mike as Sarepta’s next chief executive officer. Over a distinguished 25-year career in biopharmaceuticals, Mike has demonstrated a combination of scientific depth, development expertise, and proven execution that consistently delivers results,” said M. Kathleen Behrens, Ph.D., Chairperson of Sarepta’s Board of Directors. “His industry experience, strategic vision and commitment to patients, coupled with having built industry-leading franchises across multiple therapeutic areas, give us great confidence as he works to build on Sarepta’s strengths and steer the company as it continues to advance promising science on behalf of patients.”

“On behalf of Sarepta’s Board, we thank Doug for his outstanding leadership and many contributions to the company,” Behrens continued. “He has led Sarepta’s evolution into a leader in genetic medicine, guiding the Company through a period of meaningful growth and transformative milestones, including the approvals of two exon-skipping treatments and the first one-time gene therapy for Duchenne muscular dystrophy. Throughout his tenure, Doug remained deeply committed to patients, driving innovation with a sense of urgency and purpose that has shaped Sarepta’s culture and future. We are grateful for his service and wish him the best in retirement.”

“Leading Sarepta has been the honor of my professional career,” said Ingram. “I am particularly pleased that Mike inherits a company with a great team, a portfolio of life-changing therapies, a pipeline with exceptional potential and the financial resources to advance that science independently and at scale.

Together, we have already brought a better future to thousands of patients and I am confident that under Mike’s leadership, Sarepta will continue to push the boundaries of what is possible and deliver an even greater impact for the people we serve.”

About Michael Severino, M.D.

Dr. Severino was formerly Chief Executive Officer at Tessera and a CEO-Partner at Flagship Pioneering, roles he had held since 2022. He joined Tessera from AbbVie where he was Vice Chairman and President responsible for research and development and the corporate strategy office.

Prior to joining AbbVie, Severino served in roles of increasing responsibility at Amgen, Inc., leading to his appointment as Senior Vice President, Global Development and Chief Medical Officer. As Senior Vice President, he oversaw the company’s clinical development efforts across all therapeutic areas, including oncology, inflammation, neuroscience, cardiovascular, and metabolic disorders. Prior to Amgen, Severino was a Senior Director at Merck & Co., Inc., where he was responsible for leading research in multiple areas, including clinical genomics, molecular profiling, and experimental medicine.

In addition to Sarepta, Severino also serves on the Board of Directors for Avantor, Montai Health, Quotient Therapeutics, and Viatris. Severino earned his Bachelor of Science in Biochemistry from the University of Maryland, College Park, where he graduated summa cum laude and was a member of the Phi Beta Kappa Society. He earned his M.D. from the Johns Hopkins University and completed his residency and post-doctoral training at Massachusetts General Hospital and Harvard Medical School.

About Sarepta Therapeutics

Sarepta is on an urgent mission: engineer precision genetic medicine for rare diseases that devastate lives and cut futures short. We hold a leadership position in Duchenne muscular dystrophy (Duchenne) and are building a robust portfolio of programs across muscle, central nervous system, and cardiac diseases. For more information, please visit www.sarepta.com or follow us on LinkedIn, X, Instagram and Facebook.

Internet Posting of Information

We routinely post information that may be important to investors in the ‘For Investors’ section of our website at www.sarepta.com. We encourage investors and potential investors to consult our website regularly for important information about us.

Forward-Looking Statements

In order to provide Sarepta’s investors with an understanding of its current results and future prospects, this press release contains statements that are forward-looking. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements may be accompanied by words such as “believes,” “anticipates,” “plans,” “expects,” “will,” “may,” “intends,” “prepares,” “looks,” “potential,” “possible” and similar expressions. These forward-looking statements include statements relating to our future operations, business plans, market opportunities, priorities and research and development programs, including the potential of our siRNA programs, technologies and products, and management changes.

These forward-looking statements involve risks and uncertainties, many of which are beyond Sarepta’s control. Actual results could materially differ from those stated or implied by these forward-looking statements as a result of such risks and uncertainties. Known risk factors include the following: our ability to obtain and maintain regulatory approvals; we may not be able to comply with all FDA post-approval commitments and requirements with respect to our products or product candidates in a timely manner or at all; success in preclinical and clinical trials, especially if based on a small patient sample, does not ensure that later clinical trials will be successful; results in clinical trials, even if successful, may fail to meet regulatory approval requirements for the safety and efficacy of product candidates, and could lead to potential regulatory actions from the FDA; we may not be able to execute on our business plans, including meeting our expected or planned regulatory milestones and timelines, research and clinical development plans, and bringing our product candidates to market, for various reasons, some of which may be outside of our control, including possible limitations of company financial and other resources, manufacturing limitations that may not be anticipated or resolved for in a timely manner, and regulatory, court or agency decisions, such as decisions by the United States Patent and Trademark Office with respect to patents that cover our product candidates; and those risks identified under the heading “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2025 filed with the Securities and Exchange Commission (SEC) as well as other SEC filings made by the Company which you are encouraged to review.

Source: Sarepta Therapeutics, Inc.

Investor Contacts:

Ian Estepan, 617-274-4052, iestepan@sarepta.com

Ryan Wong, 617-800-4112, rwong@sarepta.com

Tam Thornton, 617-803-3825, tthornton@sarepta.com

Media Contact:

Tracy Sorrentino, 617-301-8566, tsorrentino@sarepta.com

Filing Exhibits & Attachments

6 documents

Press Releases

• EX-99.1 EX-99.1 14.9 KB

Agreements & Contracts

• EX-10.1 EX-10.1 90.8 KB
• EX-10.2 EX-10.2 26.6 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB