Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On September 23, 2026 (the "Effective Date"), Sarepta Therapeutics, Inc. (the "Company"), Sarepta Therapeutics Three, LLC ("Sarepta Three" and, together with the Company, "Sarepta"), REGENXBIO Inc. ("REGENXBIO"), the Trustees of the University of Pennsylvania ("UPenn") and Catalent, Inc. ("Catalent") entered into a settlement agreement (the "Settlement Agreement") regarding, among other matters, the resolution of pending patent infringement litigations and an appeal from inter partes review proceedings relating to U.S. Patent No. 11,680,274 (the "'274 Patent") and U.S. Patent No. 10,526,617 (the "'617 Patent") (collectively, the "Litigations").

As disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2026, in the three and six months ended June 30, 2026, the Company recorded a litigation contingency charge of $39.0 million related to the anticipated settlement of the Litigations. Under the terms of the Settlement Agreement, Sarepta will pay REGENXBIO a lump sum of $39.0 million within ten days of the Effective Date of the Settlement Agreement. REGENXBIO and UPenn released Sarepta, Catalent and their affiliates from any claims relating to any Sarepta gene therapy product that uses the AAVrh74-based capsid, including ELEVIDYS, that are claims of infringement of the '274 Patent, the '617 Patent and U.S. Patent No. 9,198,984 and certain related patents (collectively, the "UPenn Patents"), arising at any time up to and including the Effective Date.

In addition, REGENXBIO and UPenn agreed not to sue Sarepta, Catalent or their current affiliates, licensees, commercial partners, successors and permitted assigns with respect to any claims of patent infringement of the UPenn Patents to the extent that infringement arises from or relates to any Sarepta gene therapy product that uses an AAVrh74-based capsid, including ELEVIDYS. REGENXBIO further agreed not to sue Sarepta or its licensees, commercial partners, successors and permitted assigns with respect to claims of patent infringement of any REGENXBIO-controlled or owned patents or patent applications that cover the existing form of ELEVIDYS or the AAVrh74 capsid sequence.

The Settlement Agreement provides for the dismissal, withdrawal or other disposal of the Litigations with prejudice. Each party will continue to bear its own costs, expenses and attorneys' fees in connection with the Litigations and the negotiation and execution of the Settlement Agreement. The Settlement Agreement does not include any admission of liability or wrongdoing by any party.

The foregoing description of certain terms of the Settlement Agreement does not purport to be complete, is intended to be a summary of the material terms of the Settlement Agreement and is qualified in its entirety by reference to the complete text of the Settlement Agreement, which Sarepta intends to file as an exhibit to its Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2026.