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NASDAQ: REGN REGENERON PHARMACEUTICALS, INC. 8-K

Regeneron grants 10-year performance share units to CEO and CSO, forms new subsidiary with equity stakes

Filed September 30, 2026 · Period ending September 24, 2026 · ~2 min read

5 key changes 3 high relevance 2 sections

Key Changes

  • high

    CEO Leonard Schleifer and CSO George Yancopoulos received one-time performance share unit awards effective September 24, 2026, designed to drive long-term value creation over a 10-year performance period.

  • high

    Maximum earnout requires nearly $30 billion in new product annual revenues, substantial pipeline advancement, positive absolute TSR, and relative TSR outperformance; awards are capped at 2.7 million PSUs for the CEO and 2.9 million for the CSO.

  • high

    All PSU shares are subject to a mandatory holding period and cannot be sold until February 2036, with exceptions only for death, disability, or a change in control.

  • medium

    The company formed a new subsidiary to explore a potential non-core business opportunity; Schleifer and Yancopoulos each received an equity stake, a portion of which is subject to vesting.

  • medium

    As a condition of the 2026 PSU grant, the CEO and CSO agreed not to receive any additional equity awards until 2036.

    Exhibit 99.1 view on EDGAR →

Summary

Regeneron's board granted one-time performance share unit awards to CEO Leonard Schleifer and CSO George Yancopoulos, effective September 24, 2026. The awards are designed to align executive compensation with long-term shareholder value creation over a 10-year performance period, replacing annual equity awards for these executives until 2036.

The maximum earnout requires nearly $30 billion in new product annual revenues, substantial pipeline advancement, positive absolute TSR, and relative TSR outperformance, with absolute caps of 2.7 million PSUs for the CEO and 2.9 million for the CSO. All PSU shares are subject to a mandatory holding period until February 2036, with limited exceptions.

Additionally, the company formed a new subsidiary to explore a potential non-core business opportunity. Schleifer and Yancopoulos each received an equity stake in the subsidiary, a portion of which is subject to vesting. The subsidiary is majority owned and controlled by Regeneron, has a nominal value, and has not yet commenced operations. For retail investors, the key takeaway is that executive compensation is now tightly linked to long-term performance metrics, including new product revenues and total shareholder return relative to the NASDAQ Biotechnology Index. The mandatory holding period and the agreement to forgo additional equity awards until 2036 further align management's interests with those of long-term shareholders. The new subsidiary is a minor development at this stage, given its nominal value and lack of significant assets.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~1,600 words

Regeneron grants 10-year performance share units to CEO and CSO and forms a new subsidiary with equity stakes for both.

1 Added
Added New subsidiary formation and equity stakes medium

Added in current filing · verify on EDGAR →

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 formed a new subsidiary to explore a potential non-core business opportunity, and the CEO and CSO each received an equity stake in it, a portion of which is subject to vesting. The subsidiary is majority owned and controlled by Regeneron, has a nominal value, does not have any significant assets at present, and has not yet commenced operations.

Event · Exhibit 99.1

Regeneron discloses terms of 2026 performance stock units for CEO and CSO tied to new product filings, approvals, and revenue.

3 Added
Added 2026 PSU performance goals medium

Added in current filing · view on EDGAR →

10,000 PSUs per New Product Filing from January 1, 20261 through December 31, 2034

The 2026 PSUs reward the CEO and CSO for operational milestones: 10,000 PSUs per new product filing, 15,000 PSUs per new product approval, and 12,500 PSUs per eligible supplemental filing. These activity-based awards run through 2034-2035.

Added Revenue-based PSU thresholds medium

Added in current filing · view on EDGAR →

$10 billion: 250,000 PSUs

Revenue-based PSUs are earned based on New Product Annual Revenues measured in fiscal years 2032-2035. The filing discloses earnout levels of 250,000 PSUs at $10 billion, 900,000 PSUs at $18 billion, and 1,800,000 PSUs at $30 billion, with linear interpolation between levels.

Added Relative TSR modifier medium

Added in current filing · view on EDGAR →

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

Earned PSUs can be adjusted up or down by 20% based on Regeneron's total shareholder return relative to the NASDAQ Biotechnology Index. The modifier cannot increase earned PSUs if Regeneron's absolute TSR is negative over the measurement period.

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Figures/quotes linked to EDGAR · Narrative written by AI · Oct 1, 2026 · How we verify