Short answer
Regeneron Pharmaceuticals (REGN) filed an 8-K current report with the SEC on September 30, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item EX-99.1 (Exhibit EX-99.1). One-time 10-year PSU awards replace CEO and CSO annual equity through 2036, requiring continued service through December 31, 2035.
Regeneron Pharmaceuticals 8-K event analysis
AI summary of each reported item and its exhibits
Item 5.02 · Departure/Election of Directors or Officers
- One-time 10-year PSU awards replace CEO and CSO annual equity through 2036, requiring continued service through December 31, 2035
- Maximum awards capped at 2,700,000 PSUs for CEO and 2,900,000 for CSO, with mandatory holding through February 2036
- Maximum payout requires nearly $30 billion in new-product annual revenue, pipeline advancement, positive absolute TSR, and relative TSR outperformance
- Revenue-based incentives dominate, with relative TSR adjustment of up to ±20% against the NASDAQ Biotechnology Total Return Index
- New subsidiary remains majority-owned by Regeneron, with nominal value and no significant assets; executive equity creates limited current financial exposure
Item EX-99.1 · Exhibit EX-99.1
- 10-year PSUs tie executive payouts to pipeline execution, FDA approvals, and New Product Annual Revenues through 2035
- Revenue hurdles: $10B for 250,000 PSUs, $18B for 900,000, and $30B for 1,800,000
- CEO and CSO maximum awards capped at 2,700,000 and 2,900,000 PSUs, respectively, limiting ultimate dilution
- Relative TSR modifier adjusts earned PSUs by ±20% versus the NASDAQ Biotechnology Total Return Index
- No additional equity awards through 2036, aligning long-term incentives while materially concentrating executive compensation in this grant
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
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