Sarepta Therapeutics Inc.

12/08/2025 | Press release | Distributed by Public on 12/08/2025 06:34

Management Change/Compensation (Form 8-K)

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 7, 2025, the Board of Directors (the "Board") of Sarepta Therapeutics, Inc. (the "Company") granted equity awards to Douglas S. Ingram, the Company's Chief Executive Officer, under the Company's 2018 Equity Incentive Plan (the "Plan"). Prior to this grant, consistent with the terms of his employment agreement with the Company, Mr. Ingram had not received an equity grant from the Company since 2017. Fifty percent of the grant consists of time-based restricted stock units ("RSUs"), with a grant date fair value of approximately $6 million, that vest annually over the three-year period measured from the date of grant, generally subject to Mr. Ingram's continued provision of services to the Company. The remaining fifty percent of the grant, with a grant date fair value of approximately $6 million measured at target, is eligible to be earned based on the Company's Incentive EBITDA (as defined in the award agreement) performance over a two-yearperformance period ending December 31, 2027. Up to two hundred percent of the target value of the performance award is eligible to be earned, with the earned portion of the award, if any, becoming fully vested at the end of the applicable service period measured from the date of grant, generally subject to Mr. Ingram's continued provision of services to the Company over such period.

The foregoing descriptions of the material terms of the equity awards granted to Mr. Ingram do not purport to be complete and are qualified in their entirety by reference to the form of restricted stock unit agreement under the Plan, previously filed with the SEC as an exhibit to the Company's Annual Report on Form 10-Kfor the year ended December 31, 2024, and an Omnibus Equity Award Agreement between the Company and Mr. Ingram, which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand incorporated herein by reference.

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