$REGN · REGENERON PHARMACEUTICALS, INC.

Regeneron filed an 8-K disclosing one-time performance share unit awards to CEO Leonard Schleifer and CSO George Yancopoulos, effective September 24, 2026. The awards replace all annual equity grants through 2036, are 100% performance-based, and require nearly $30 billion in new product annual revenues for maximum earnout — roughly double 2025 total revenues. Hard caps are 2.7M PSUs (CEO) and 2.9M PSUs (CSO), with a mandatory holding period to February 2036 and a ±20% relative TSR modifier. The filing also notes formation of a new subsidiary exploring a non-core opportunity, with both co-found

Stock up ~0.4% since filing, suggesting investors view the long-term incentive structure as aligned with shareholder interests. The 10-year lockup and aggressive $30B revenue target likely mitigate dilution concerns.

A $78B biotech replacing a decade of annual CEO/CSO equity with a single $30B-revenue-gated award is an extreme governance experiment — and a bet that the co-founders stay through 2036.

The 10-year performance period is unusually long for biopharma executive compensation and directly responds to shareholder feedback gathered through a dedicated 2026 engagement campaign led by the independent Compensation Committee Chair.

The $30B new-product revenue target faces headwinds from increasing biosimilar and branded competition to existing products. Full forfeiture on voluntary departure creates key-person risk if either co-founder leaves before 2036.