Form 8-K · Current report
Regeneron Pharmaceuticals 8-K, filed Sep 30, 2026
- Filed
- CIK
- 0000872589
- Accession no.
- 0001104659-26-112340
Summary
Regeneron Pharmaceuticals granted one-time performance share units (2026 PSUs) to CEO Leonard Schleifer and CSO George Yancopoulos effective September 24, 2026, replacing their annual equity awards through 2036 under a 10-year performance period tied to new product filings, FDA approvals, and new product revenue. Regeneron also formed a new majority-owned subsidiary to explore a potential non-core business opportunity, granting each executive an equity stake in it.
Key points
- The awards are capped at 2,700,000 PSUs for the CEO and 2,900,000 for the CSO, and shares cannot be sold until February 2036 except for death, disability, or a change in control.
- Maximum earnout requires nearly $30 billion in new product annual revenues — about double Regeneron's total 2025 revenues — with no revenue-based PSUs earned below $10 billion of new product revenue.
- Awards require continuous service or board membership through the earnout measurement dates and good-faith participation in CEO and CSO succession planning, with formal plans due by the fifth anniversary of grant.
- The new subsidiary is majority owned and controlled by Regeneron, has nominal value, holds no significant assets, has not commenced operations, and may never pursue the business opportunity.
Written by an AI model from the filing text. It can be incomplete or wrong; the filing on SEC.gov is the record.
Items reported
- 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
- 9.01Financial Statements and Exhibits
From the filing
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. …
An excerpt of the text as filed with the SEC, cut for length.
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