DEF 14A of Sarepta Therapeutics, Inc., Apr 24, 2026

DEF 14A of Sarepta Therapeutics, Inc.

Filed Apr 24, 2026 · FY20250001193125-26-177247

Open on EDGAR

  1. SAREPTA THERAPEUTICS, INC. DIRECTORS AND EXECUTIVE OFFICERS

    SAREPTA THERAPEUTICS, INC. DIRECTORS AND EXECUTIVE OFFICERS

  2. Directors, Director Nominees and Executive Officers

    Directors, Director Nominees and Executive Officers The following table sets forth certain information with respect to the directors, director nominees and executive officers of our Company as of April 24, 2026:

  3. Directors, Director Nominees and Executive Officers

    | Name | Age | Position(s)(5) | | Executive Officers | | | | Douglas S. Ingram | 63 | Chief Executive Officer; Class I Director | | Ryan H. Wong | 47 | Executive Vice President, Chief Financial Officer | | Ian M. Estepan | 50 | President, Chief Operating Officer | | Louise Rodino-Klapac, Ph.D. | 48 | President, Research and Development and Technical Operations | | Cristin L. Rothfuss | 58 | Executive Vice President, General Counsel | | Non-Employee Directors | | | | Richard J. Barry(1)(2)(4) | 67 | Class II Director | | M. Kathleen Behrens, Ph.D.(1) | 73 | Class II Director, Chairwoman of the Board of Directors | | Kathryn J. Boor, Ph.D.(2)(4) | 67 | Class I Director | | Michael Chambers(3) | 51 | Class I Director | | Deirdre Connelly(2)(4) | 65 | Class I Director | | Stephen L. Mayo, Ph.D.(1)(3) | 64 | Class II Director | | Claude Nicaise, M.D.(3) (4) | 73 | Class II Director | | Hans Wigzell, M.D., Ph.D.(2)(3) | 87 | Class I Director |

  4. Directors, Director Nominees and Executive Officers

    (1) Member of the audit committee. Dr. Behrens is the current chair of the audit committee. (2) Member of the nominating and corporate governance committee. Mr. Barry is the current chair of the nominating and corporate governance committee. (3) Member of the research and development committee. Dr. Wigzell is the current chair of the research and development committee. (4) Member of the compensation committee. Ms. Connelly is the current chair of the compensation committee. (5) The term of the Class I Directors expires as of the date of the 2026 Annual Meeting, and the term of the Class II Directors expires as of the date of the 2027 Annual Meeting. Douglas S. Ingram has served as our Chief Executive Officer and a member of our Board since June 2017 and served as our President from June 2017 to July 2025. Prior to his appointment, from December 2015 until November 2016, he served as the Chief Executive Officer and President and a Director of Chase Pharmaceuticals Corporation, a clinical-stage biopharmaceutical company. Prior to joining Chase Pharmaceuticals, Mr. Ingram served as the President of Allergan, Inc., a pharmaceutical company, from July 2013 until it was acquired by Actavis in early 2015. At Allergan, he also served as President, Europe, Africa and Middle East from August 2010 to June 2013, and Executive Vice President, Chief Administrative Officer, and Secretary from October 2006 to July 2010, where he led Allergan’s Global Legal Affairs, Compliance, Internal Audit and Internal Controls, Human Resources, Regulatory Affairs and Safety, and Global Corporate Affairs and Public Relations departments. Mr. Ingram also served as General Counsel of Allergan from January 2001 to June 2009 and as Secretary and Chief Ethics Officer from July 2001 to July 2010. With the acquisition of Allergan by Actavis, Mr. Ingram consulted as a special advisor to the Chief Executive Officer of Actavis. Mr. Ingram served as a director of Pacific Mutual Holding Company, a parent company for subsidiaries engaged in a variety of insurance, financial services and other investment-related businesses, from March 2015 to May 2018. Mr. Ingram received his J.D. from the University of Arizona and his Bachelor of Science degree from Arizona State University. Mr. Ingram currently serves on the board of Relay Therapeutics and is a member of its compensation committee. Mr. Ingram previously served on the board of Arrowhead Pharmaceuticals, Inc. from February 2025 to March 2026. Our nominating and corporate governance committee believes that Mr. Ingram is qualified to serve on our Board because of his role as Chief Executive Officer, which gives him an extensive understanding of our business and operations, and because of his broad experience in the pharmaceutical industry. Ryan H. Wong has served as the Company's Executive Vice President, Chief Financial Officer since July 2025. Prior to such appointment, Mr. Wong served as the Company’s Senior Vice President, Strategic Finance, Treasury and Investor Relations since March 2025. From March 2022 to March 2025, he served as Vice President, Financial Strategy, Planning & Analysis and Treasury. Mr. Wong joined the Company as Vice President, Financial Strategy, Planning & Analysis in July 2021. From June 2017 to July 2021, Mr. Wong worked at GW Pharmaceuticals plc, most recently as Vice President, Finance. He holds a Bachelor of Arts degree in Chinese language and literature from University of California Irvine and a Master's degree in accounting from the University of Southern California Marshall School of Business. Ian M. Estepan has served as our President, Chief Operating Officer since July 2025. Previously, Mr. Estepan served as Executive Vice President, Chief Financial Officer from December 2020 to July 2025. Mr. Estepan joined the Company in January 2015 as Senior Director, Corporate Affairs. From October 2016 to December 2017, he served as our Executive Director, Corporate Affairs; from January 2018 to February 2019, he served as our Vice President, Chief of Staff and Corporate Affairs; and from February 2019 to December 2020, he served as our Senior Vice President, Chief of Staff and Corporate Affairs. Since November 2021, Mr. Estepan has served on the Board of Directors for Cellarity, a private biopharmaceutical company. Mr. Estepan currently serves as Executive Chairman of AbBC Therapies, a private biopharmaceutical company. Prior to joining the Company, Mr. Estepan managed a portfolio on the buyside at Spectra Financial Group for fifteen years, overseeing a portfolio of pharmaceutical, biotech and medtech equities. Mr. Estepan received his Bachelor of Arts in psychology with a concentration in pre-medicine from Columbia University. Louise Rodino-Klapac, Ph.D. has served as our President, Research and Development and Technical Operations since July 2025. She previously served as our Executive Vice President, Chief Scientific Officer from December 2020 to July 2025. Dr. Rodino-Klapac was appointed as our Head of Research and Development in November 2021. Dr. Rodino-Klapac joined the Company as Vice President, Gene Therapy in April 2018. From February 2019 to December 2020, she served as our Senior Vice President, Gene Therapy. Prior to joining the Company, she served as the head of the Laboratory for Gene Therapy Research at Nationwide Children’s Hospital and co-founded and served as chief scientific officer of Myonexus Therapeutics before it was acquired by the Company in 2019. She is a National Institutes of Health (NIH) Fellow appointee and is a current board member of the Association for Regenerative Medicine, as well as a member of the American Society for Gene and Cell Therapy, and the American Academy of Neurology. She holds a Bachelor of Science degree in biology from Kings College and a Ph.D. in molecular genetics from Ohio State University. Cristin L. Rothfuss has served as our Executive Vice President, General Counsel since November 2024. Ms. Rothfuss previously served as our Corporate Secretary from March 2025 to February 2026. Ms. Rothfuss joined the Company in October 2018 as our Executive Director, Corporate Transactions, and served as our Vice President, Corporate Transactions from April 2020 until February 2021, and as our Deputy General Counsel from February 2021 until November 2024. Ms. Rothfuss has served as a member of the Board of Trustees of Boston Day and Evening Academy since 2017. Prior to joining the Company, Ms. Rothfuss served as the Executive Director of Institutional Initiatives for the Office of Technology Development (OTD) at Harvard University. In addition, also at Harvard University, Ms. Rothfuss served as the Director of Technology Transactions at OTD and the Executive Director of the Institute for Quantitative Social Science. Prior to that, Ms. Rothfuss served as the Director of Intellectual Property and Corporate Counsel for pSivida Ltd., biopharmaceutical company. Ms. Rothfuss started her career as a litigation associate at Ivey, Barnum & O’Mara and Bernstein, Cushner & Kimball, both of which are private law firms. Ms. Rothfuss holds a Bachelor of Arts degree in Political Science from Yale University and a J.D. from the University of Connecticut School of Law.

  5. Directors, Director Nominees and Executive Officers

    Richard J. Barry has served as a member of our Board since June 2015. He also serves as a member of our audit committee and chair of our nominating and corporate governance committee. Mr. Barry is a long-time stockholder of the Company. He was a Partner and Advisory Board member of the San Diego Padres from 2009 to 2021. Mr. Barry served as a director of Elcelyx Therapeutics Inc., a pharmaceutical company, from 2013 to 2019, and was a Managing Member of GSM Fund, LLC, a fund established for the sole purpose of investing in Elcelyx. He was previously an Advisory Board member for the Schreyer Honors College at Pennsylvania State University and served as a director of Cluster Wireless, a San Diego-based software company. Mr. Barry has extensive experience in the investment management business. He was a founding member of Eastbourne Capital Management LLC, a large equity hedge fund investing in a variety of industries, including health care, and served as a Managing General Partner and Portfolio Manager from 1999 to its close in 2010. Prior to Eastbourne, Mr. Barry was a Portfolio Manager and Managing Director of Robertson Stephens Investment Management. Mr. Barry also spent over 13 years in various roles in institutional equity and investment management firms, including Lazard Freres, Legg Mason and Merrill Lynch. Mr. Barry was on the board of directors of MiMedx Group Inc., a publicly-traded biopharmaceutical company developing, manufacturing and marketing regenerative biologics utilizing human placental allografts, from June 2019 to August 2020. Mr. Barry has served as a director of Filana Therapeutics, Inc. (formerly Cassava Sciences, Inc.) since 2021 and was appointed Chief Executive Officer of Filana Therapeutics, Inc. in September 2024. Mr. Barry had served as Executive Chairman of Filana Therapeutics, Inc. beginning July 2024 until his appointment as Chief Executive Officer. Mr. Barry holds a Bachelor of Arts from Pennsylvania State University. Our nominating and corporate governance committee believes that Mr. Barry’s significant experience in the financial sector and extensive knowledge of the pharmaceutical industry qualifies him for service as a member of our Board. M. Kathleen Behrens, Ph.D. has served as a member of our Board since March 2009 and as Chairwoman of the Board since April 2015. She also serves as a member and chair of our audit committee. She previously served as a member of our research and development committee. Dr. Behrens served as a member of the President’s Council of Advisors on Science and Technology (PCAST) from 2001 to early 2009 and as Chairwoman of PCAST’s Subcommittee on Personalized Medicine. She has served as a public-market biotechnology securities analyst as well as a venture capitalist focusing on healthcare, technology and related investments. Dr. Behrens was instrumental in the founding of several biotechnology companies, including Protein Design Labs, Inc. and COR Therapeutics, Inc. She worked for Robertson Stephens & Co. from 1983 through 1996, serving as a General Partner and Managing Director. Dr. Behrens continued in her capacity as a General Partner for selected venture funds for RS Investments, an investment management and research firm, from 1996 through December 2009, after management led a buyout of that firm from Bank of America. While Dr. Behrens worked at RS Investments, from 1996 to 2002, she served as a Managing Director at the firm and, from 2003 to December 2009, she served as a consultant to the firm. From 1997 to 2005, she was a director of the Board on Science, Technology and Economic Policy for the National Research Council, and from 1993 to 2000 she was a Director, President and Chairwoman of the National Venture Capital Association. Since December 2009, Dr. Behrens has worked as an independent life sciences consultant and investor. Since May 2019, Dr. Behrens has served as a member of the board of directors and Chairperson of MiMedx Group Inc. ("MiMedx"), a publicly-traded biopharmaceutical company developing, manufacturing and marketing regenerative biologics utilizing human placental allografts. She also participates as a member of the nominating and corporate governance committee and audit committee of MiMedx. From 2019 to 2025, Dr. Behrens served as a member of the board of directors of IGM Biosciences Inc., a publicly-traded biotechnology company that is developing IgM antibodies for oncology and autoimmune indications, as well as the Chair of IGM's audit committee and member of the compensation committee and corporate governance committee. Dr. Behrens holds a Bachelor of Science in Biology and a Ph.D. in Microbiology from the University of California, Davis. Our nominating and corporate governance committee believes that Dr. Behrens’ significant experience in the financial services and biotechnology sectors, as well as in healthcare policy, qualifies her for service as a member of our Board. Kathryn J. Boor, Ph.D. has served as a member of our Board since June 2022. She also serves as member of our nominating and corporate governance committee and a member of our compensation committee. Since January 2019, Dr. Boor has served as a member of the board of directors of Seneca Foods Corporation, an American food processor and distributor. She is also a member of Seneca’s compensation committee and is the chair of its nominating and corporate governance committee. Since January 2021, Dr. Boor has served as a member of the board of directors for International Flavors and Fragrance ("IFF"), an American corporation that creates and manufactures food, beverage, health & biosciences, scent and pharma solutions. She chairs IFF’s Innovation and Sustainability Committee and is a member of its nomination and governance committee. From 2019 to 2023, Dr. Boor served as a member of the board of directors for U.S. Israel Binational Agricultural Research and Development Fund, a funding program for mutually beneficial, mission-oriented, strategic and applied research of agricultural problems, jointly conducted by American and Israeli scientists. From 2014 through 2022, Dr. Boor served as a member of the board of directors and Vice President, Chair of Scientific Review Committee of the Foundation for Food and Agriculture Research. From 2013 to 2020, Dr. Boor served as Trustee of the International Life Sciences Institute. Dr. Boor earned a Bachelor of Science in Food Science from Cornell University in 1980, a Master of Science in Food Science from University of Wisconsin-Madison in 1983, and a Ph.D. in Microbiology from University of California, Davis in 1994. Dr. Boor served as assistant professor in the Cornell Food Science Department in 1994 and continued to lead the department as Chair from 2007 to 2010. Dr. Boor has served as the Dean of Cornell University Graduate School and Vice Provost for Graduate Education since October 2020. From July 2010 to September 2020, Dr. Boor served as the Ronald P. Lynch Dean of the College of Agriculture and Life Sciences at Cornell University. Our nominating and corporate governance committee believes that Dr. Boor’s significant experience in the biosciences sector, as well as her extensive leadership experience in academia, qualifies her for service as a member of our Board.

  6. Directors, Director Nominees and Executive Officers

    Deirdre Connelly has served as a member of our Board since September 2024. She also serves as a member of and chair of our compensation committee and member of our nominating and corporate governance committee. She retired as president, North America Pharmaceuticals for GlaxoSmithKline (GSK) in 2015, a role she had held since 2009. Prior to joining GSK, she was with Eli Lilly and Company, where she served as president, U.S. Pharmaceutical Operations from 2005 to 2009. During her 26-year career with Eli Lilly, she held a variety of executive positions, including senior vice president of human resources for the corporation, as well as vice president of human resources for pharmaceutical operations. Ms. Connelly currently serves on the board of directors at Macy’s Corporation and Lincoln Financial Group, in addition to serving as the Chairperson of the Board at Genmab A/B. Ms. Connelly holds a Bachelor’s degree in Economics and Business Management from Lycoming College and is a graduate of Harvard University's Advanced Management Program. Our nominating and corporate governance committee believes that Ms. Connelly’s extensive industry and significant leadership experiences qualify her for service as a member of our Board. Michael Chambers has served as a member of our Board since June 2022. He also serves as a member of our research and development committee. Since August 2020, Mr. Chambers has served as a member of the board of directors of Calviri Inc, an integrated oncology company focused on cancer diagnostics and preventative cancer vaccines. Since 2020, Mr. Chambers has also served on the board of directors of Agathos Biologics. Mr. Chambers co-founded Aldevron, a company that provides nucleic acids, proteins, enzymes, and other biologicals to business partners in the biosciences sector, in 1998 and was President and Chief Executive Officer until August 2020 and served as Executive Chairman until August 2021 when Aldevron was acquired by Danaher Corporation. Mr. Chambers holds a Bachelor of Science degree in Biotechnology, Microbiology and Chemistry from North Dakota State University. Our nominating and corporate governance committee believes that Mr. Chambers significant leadership experience in the biosciences sector, as well as his extensive background in business, qualifies him for service as a member of our Board. Stephen L. Mayo, Ph.D. has served as a member of our Board since November 2021. He also serves as a member of our research and development committee and audit committee. Since March 2021, Dr. Mayo has served as a member of the board of directors and on the audit and research committees of Merck. Since July 2022, Dr. Mayo has served as a member of the board of directors of Allogene Therapeutics, and is currently a member of its research and development committee and audit committee. In addition, he serves on the scientific advisory board of Vida Ventures. He co-founded Molecular Simulations Inc. (now Biovia) and Xencor, a public antibody engineering company. Dr. Mayo is currently the Bren Professor of Biology and Chemistry and Merkin Institute Professor at California Institute of Technology (Caltech). He joined the Caltech faculty in 1992, was a Caltech-based Howard Hughes Medical Institute Investigator from 1994 to 2007, served as Vice Provost for Research from 2007 to 2010 and Chair of the Division of Biology and Biological Engineering from 2010 to 2020. Dr. Mayo was elected to the National Academy of Sciences in 2004 for his pioneering contributions in the field of protein design. He served as an elected board member for the American Association for the Advancement of Science from 2010 to 2014 and as a presidential appointee on the National Science Foundation’s National Science Board from 2013 to 2018. Dr. Mayo holds a B.S. in Chemistry from Pennsylvania State University and a Ph.D. in Chemistry from Caltech. He completed postdoctoral work at both UC Berkeley and Stanford University School of Medicine in chemistry and biochemistry, respectively. Our nominating and corporate governance committee believes that Dr. Mayo’s experience serving in leadership roles in various scientific and biotechnology institutions and companies qualifies him to serve as a member of our Board. Claude Nicaise, M.D. has served as a member of our Board since June 2015. He also serves as a member of our compensation committee and as a member of our research and development committee. Dr. Nicaise is the owner of Clinical Regulatory Services, a company providing advice on clinical and regulatory matters to biotechnology companies. Since January 2017, Dr. Nicaise has served as a member of the board of directors for Minoryx. Since February 2021, Dr. Nicaise has served as a member of the board of directors and on the compensation committee of Gain Therapeutics. Since March 2021, Dr. Nicaise has served as a member of the board of directors and on the audit committee of Chemomab. Since December 2023, Dr. Nicaise has served as a director of Filana Therapeutics, Inc. (previously Cassava Sciences, Inc.), a biopharmaceutical company, and is chair of its compensation committee and a member of its nominating and corporate governance committee. Dr. Nicaise was appointed Chairman of the Board of Cassava Sciences, Inc. in September 2024. He served as an Executive Vice President Regulatory at Ovid Therapeutics Inc., a company that develops medicines for orphan diseases of the brain, from 2015 to March 2023. From 2008 to 2014, Dr. Nicaise was a Senior Vice President of Strategic Development and Global Regulatory Affairs at Alexion Pharmaceuticals Inc., a pharmaceutical company. From 1983 to 2008, Dr. Nicaise served in various positions of increasing responsibility at Bristol-Myers Squibb, including the following senior management positions: Vice-President of Global Development, Vice-President Worldwide Regulatory Science and Strategy and leadership positions in Oncology, Infectious Disease and NeuroScience Development. Dr. Nicaise holds an M.D. from the Universite libre de Bruxelles in Belgium. Our nominating and corporate governance committee believes that Dr. Nicaise’s significant experience in the pharmaceuticals sector, including in clinical and regulatory affairs, such as his support in connection with sixteen drug approvals, qualifies him for service as a member of our Board.

  7. Directors, Director Nominees and Executive Officers

    Hans Wigzell, M.D., Ph.D. has served as a member of our Board since June 2010. He also serves as a member of our nominating and corporate governance committee and a member of and chair of our research and development committee. He currently serves as chairman of Rhenman & Partners Asset Management AB, an investment management firm, and director of RaySearch Laboratories AB, a medical technology company. Since 2022, Mr. Wigzell has also served as chairman of the board of RaySearch Laboratories AB. From 2006 to 2020, Dr. Wigzell served as a director of Karolinska Development AB, a company listed on the Nasdaq OMX Stockholm market that selects, develops and seeks ways to commercialize promising new Nordic lifescience innovations. He also served as the chairman of Karolinska Development AB from 2017 to 2020. From 1995 to 2003, he was the President of the Karolinska Institute, a medical university and was General Director of the National Bacteriological Laboratory in Stockholm from 1987 to 1993. Dr. Wigzell is chairman of the board of the Stockholm School of Entrepreneurship. He is an elected member of several national academies, including the Swedish Royal Engineering Academy, Sweden; the Royal Academy of Science, Sweden; the Danish Academy of Arts and Letters; the American Academy of Arts and Sciences; the Finnish Science Society; and the European Molecular Biology Organization. In addition to serving as President of the Karolinska Institute, his academic career includes being Chairman of the Nobel Prize Committee, and the Karolinska Institute and Distinguished External Advisory Professor of Ehime University, Japan. Additionally, Dr. Wigzell was appointed Chairman of the Nobel Assembly in 2000. Dr. Wigzell holds an M.D. and Ph.D. from the Karolinska Institute in Stockholm and he has received honorary doctorate degrees at University “Tor Vergata” in Rome, Italy, Turku University in Finland, The Feinstein Institute in New York and Helsinki University in Finland. Our nominating and corporate governance committee believes that Dr. Wigzell’s experience serving in leadership roles in various scientific and biotechnology institutions and companies in countries around the world qualifies him to serve as a member of our Board.

  8. Deferred Compensation

    | Name | Fee Earned or Paid in Cash | Stock Awards(1) | Option Awards(1) | All Other Compensation | Total | | Current Directors: | | | | | | | M. Kathleen Behrens, Ph.D. | $129,457 | $237,561 | $236,905 | — | $603,923 | | Richard J. Barry | $102,813 | $237,561 | $236,905 | — | $577,279 | | Claude Nicaise, M.D. | $80,000 | $237,561 | $236,905 | — | $554,466 | | Hans Wigzell, M.D., Ph.D. | $88,000 | $237,561 | $236,905 | — | $562,466 | | Stephen L. Mayo, Ph.D. | $82,500 | $237,561 | $236,905 | — | $556,966 | | Michael Chambers | $70,000 | $237,561 | $236,905 | — | $544,466 | | Kathryn J. Boor, Ph. D. | $78,000 | $237,561(3) | $236,905 | — | $552,466 | | Deirdre Connelly | $83,687(2) | $237,561(3) | $236,905 | — | $558,153 |

  9. Upcoming CEO Transition

    | Board / Compensation Committee Action | Event Description | Related Compensation Action | | Promoted Key Executives and Built Bench Strength | Effective July 16, 2025: • Ian M. Estepan was named President, Chief Operating Officer • Ryan H. Wong was named Chief Financial Officer (succeeding Mr. Estepan) • Louise Rodino-Klapac, Ph.D. was named President, Research and Development and Technical Operations In addition, also effective July 16, 2025, the following key members of senior management were promoted: • Rachael Potter, Ph.D. was named Chief Scientific Officer • Patrick Moss, Pharm.D. was named Chief Commercial Officer | • Promoted executives received market adjustments to their base salaries reflecting new roles and responsibilities | | Re-calibrated 2025 Bonus Goals | In connection with the 2025 Restructuring, annual bonus goals were re-calibrated to align with revised corporate priorities The compensation committee’s intention was to appropriately incentivize performance for the remainder of 2025 and instill accountability for such performance delivery, an objective that was aligned with the restructured corporate priorities | • Each named executive officer’s 2025 target bonus opportunity was reduced by 50% to reflect the re-calibration of 2025 goals | | Granted CEO Annual Equity Award -- First Equity Grant Since 2022 | In connection with Mr. Ingram’s 2022 employment contract renewal, the compensation committee committed not to make any further equity grants to him until June 2025, the expiration date of the three-year contract term However, due to the 2025 Restructuring, Mr. Ingram's equity grant was delayed and not finalized until December 2025 Prior to the December 2025 grant, Mr. Ingram held no unvested shares, and the intrinsic value of his vested options was $0 | In order to more closely align Mr. Ingram’s long-term interests with those of our stockholders, Mr. Ingram received equity awards with a $12 million target value, with 50% of the grant consisting of each of the following: • Time-based restricted stock units, vesting annually over three years, generally subject to continued employment (the "2025 RSUs") and • Performance-based equity (the "2025 Performance Award") that is eligible to be earned based on two-year EBITDA performance, with a three-year service condition |

  10. Upcoming CEO Transition

    | “Pulled Forward” 2026 Annual Equity Grant for non-CEO NEOs | The annual equity awards that would ordinarily have been granted in the first quarter of 2026 were “pulled forward” to September 2025 The compensation committee’s intention was to appropriately incentivize and retain the executives and maintain operational stability during an exceptionally challenging and volatile period, including ensuring continuity of leadership and key talent needed to achieve important milestones in 2026 | • For non-CEO named executive officers, the compensation committee awarded a combination of (i) RSUs with two-year ratable vesting (such that 50% of the award will vest on each of the first and second anniversary of the grant date) and (ii) PSUs with a one-year performance period and three-year time-based vesting, such that 100% of the award will vest on the third anniversary of the grant date, if earned. Vesting of each of the PSUs and RSUs is generally subject to continued service to the Company. • PSUs can be earned at 0% or 100% (i.e., all or nothing) |

  11. Overview of Named Executive Officer Compensation Program

    Overview of Named Executive Officer Compensation Program Objectives and Design The objectives of our executive officer compensation policies and programs are to attract and retain well-qualified senior executive management, to motivate their performance to attain clearly defined goals approved by the Board, and to align executives' long-term interests with those of our stockholders. In addition, our compensation committee believes that maintaining and improving the quality and skills of our executive management team, and appropriately incentivizing their performance, are critical factors affecting our stockholders’ realization of long-term value and the achievement of our short- and long-term financial and operational goals. While starting base salaries and benefits are fixed, merit salary increases, actual cash incentive awards and annual equity grants are variable and based in part on performance measured against strategic and operational goals. We intend for total compensation, which we define as base salary, incentive cash compensation, equity compensation and benefits, to be competitive in the biopharmaceutical marketplace in which we compete for talent. Providing a competitive level of total compensation is essential to attracting and retaining executive level employees as we continue to advance our ambitious goals as an organization. The overall market for experienced management is highly competitive in the life sciences and biopharmaceutical industries. We face substantial competition in recruiting and retaining top professionals from companies ranging from large and established biopharmaceutical companies to entrepreneurial early-stage companies, which we expect will continue for the foreseeable future. Our compensation committee works closely with its independent compensation consultant throughout the year to ensure that our compensation program remains competitive within the market in which we compete for talent. One of the services provided by the independent compensation consultant is the identification of a market framework (including a peer group of companies) to use as a reference point for executive compensation decisions. Peer group benchmarking is one of the key factors considered by the compensation committee in setting named executive officer compensation levels and making other compensation decisions. The following executive compensation principles form the basis of the Company’s compensation philosophy and guided the compensation committee during 2025 in fulfilling its roles and responsibilities: compensation levels and opportunities should be sufficiently competitive to facilitate the recruitment and retention of experienced executives in our highly competitive biopharmaceutical talent market; • compensation should reinforce our business strategy by utilizing key metrics and operational performance objectives and by emphasizing at risk short- and long-term incentives in the total compensation mix; • compensation programs should align executives’ long-term financial interests with those of our stockholders by providing equity-based incentives without incentivizing the executives to take inappropriate risks in order to enhance their individual compensation; • executives with comparable levels of responsibility should be compensated comparably; and • compensation should be transparent and easily understandable to both our executives and our stockholders. Parameters of the Executive Compensation Program, Including Performance Components The compensation committee believes that the total compensation package provided to our named executive officers, which combines both short- and long-term incentives, (i) is competitive without being excessive, (ii) is at an appropriate level to assure the retention and motivation of highly skilled and experienced leadership, (iii) is attractive to any additional talent that might be needed in a rapidly changing competitive landscape, (iv) avoids creating incentives for inappropriate risk-taking by the named executive officers that might be in their own self-interests, but might not necessarily be in the best short- and long-term interests of our stockholders, and (v) provides the appropriate incentives to our executives to create long-term organizational and stockholder value by granting to our executive officers equity awards with time-based and performance-based vesting conditions dependent on the achievement of important Company milestones that create value for stockholders. These vesting periods are designed to incentivize our named executive officers to focus on the long-term interests of the Company. They also reward sustained and continued outperformance over a multi-year period and reduce the potential for large payments based on short-term market dynamics that may be unrelated to company performance. In addition, equity awards with service-based vesting act as a retention mechanism as they raise the executives’ cost of pursuing external job opportunities. The compensation committee does not have a pre-established policy for allocating total compensation between cash and non-cash compensation, between long-term and currently paid-out compensation, or between fixed and variable compensation. In establishing the levels and components of compensation for the named executive officers, including the Chief Executive Officer, the compensation committee considers a number of factors, including analyses of compensation of peers and other companies in the biopharmaceutical industry, analyses of reports from the independent compensation consultant, the satisfaction of (or failure to satisfy) previously-developed performance measurements for the named executive officers and the Company, and the value and size of the total vested and unvested equity grants held by each of the named executive officers. A substantial portion of the 2025 target pay mix for each named executive officer is tied to our performance, including the achievement of certain financial metrics and important milestones that have the potential to create shareholder value. This target pay mix was designed to better align the long-term interests of our named executive officers with those of our stockholders and to retain our executive talent who are instrumental in our success We believe that the components and pay mix of our 2025 named executive officer compensation program achieved an appropriate balance between managing the Company’s hiring and retention needs and providing compensation tied to performance that increases stockholder value.

  12. Compensation Program Design

    Compensation Program Design While fixed compensation, such as base salary and benefits, is primarily designed to be competitive in the biopharmaceutical marketplace for employees, incentive compensation is designed to be primarily performance-based and to reward strategic and operational achievements, while still aligning with our peers in the industry. The at-risk component of the compensation package for each named executive officer, which includes a target bonus and long-term equity incentives, is typically determined (in whole or in part) on the basis of achievement of pre-established corporate goals. In determining the 2025 equity awards of our named executive officers, the compensation committee took into account (i) the short and long-term value to stockholders being built by the Company, (ii) the annual compensation that peer group companies pay to executives serving in similar positions, (iii) the achievement of 2025 corporate goals and individual contributions to such goals, (iv) the amount of vested and unvested equity awards held by a named executive officer at the time of grant and (v) market factors that require the Company to remain competitive in its compensation package in order to attract and retain qualified individuals. The tables below provide a high-level summary of our 2025 compensation program and 2025 highlights (each of which is detailed further below in this CD&A), as well as our compensation policies and practices.

  13. Compensation Program Design

    | 2025 NEO Compensation Program Components | | 2025 NEO Compensation Highlights | | Fixed | Base Salary | Named executive officers, except for Mr. Ingram, received annual salary increases in February 2025, which were informed by a review of performance and role, as well as peer group and other market data provided by our compensation consultant at the time. Mr. Ingram received an increase to his annual salary in June 2025, which was informed by a review of performance and role, as well as peer group and other market data provided by our compensation consultant at the time. In connection with role changes associated with the 2025 Restructuring, certain named executive officers received subsequent base salary increases in July 2025 to align with peer group pay levels and associated increased scope of responsibilities. | | Variable/ Performance-Based | Bonus | In connection with the 2025 Restructuring, performance goals were recalibrated with a corresponding reduction in the target bonus opportunity for named executive officers. Based on achievement of the recalibrated goals, annual cash bonus awards for our named executive officers in an amount equal to 50% of the original target bonus opportunity were earned for 2025. | | | Time- and Performance-based Equity Awards | Equity awards were granted to named executive officers (except for Mr. Ingram) in March 2025 consisting of stock options and RSUs to focus the executives on future stock price appreciation over a sustained period. In addition, named executive officers (except for Mr. Ingram) were awarded PSUs in March 2025 with milestones related to both financial based metrics and operational objectives. As of December 31, 2025, these PSUs were tracking at a zero projected payout. As discussed below, Mr. Ingram received the 2025 CEO Award (his first equity award since 2022), which consisted of the 2025 RSUs with a grant date |

  14. Compensation Program Design

    | | fair value of approximately $6 million and three-year ratable vesting, and the 2025 Performance Award, with a target value of approximately $6 million that is eligible to be earned based on the achievement of 2-year (2026-2027) EBITDA performance, with a three-year service-based vesting, if earned. | | "Pull Forward” of 2026 Annual Equity Awards | In order to appropriately incentivize, retain and maintain operational stability during an exceptionally challenging and volatile period, we “pulled forward” the grant of the 2026 awards to all employees, including named executive officers (except Mr. Ingram) to ensure continuity of leadership and critical talent. For named executive officers (excluding Mr. Ingram) the pull forward awards were granted in September 2025 in a combination of RSUs with two-year ratable vesting and PSUs with a one-year performance metric and three-year cliff vesting, if earned. As of December 31, 2025, the PSUs were earned at 100% but remain subject to continued time-based vesting until September 3, 2028. |

  15. Detailed Analysis of 2025 Executive Compensation Program

    | 2025 PEER GROUP | | | • ACADIA Pharmaceuticals, Inc. • Alkermes • Alnylam Pharmaceuticals Inc. • argenx SE • BioMarin Pharmaceutical Inc. • Blueprint Medicines • Exelixis, Inc. • Halozyme Therapeutics, Inc. | • Incyte Corp. • Ionis Pharmaceuticals Inc. • Jazz Pharmaceuticals plc • Neurocrine Biosciences, Inc. • PTC Therapeutics • Repligen Corporation • Ultragenyx Pharmaceutical Inc. • United Therapeutics • Vertex Pharmaceuticals |

  16. Detailed Analysis of 2025 Executive Compensation Program

    The above peer group (the "2025 Peer Group") was selected after consideration of the following criteria: industry sector, stage of development, employee headcount, market capitalization and revenue. At the time of the peer group approval in September 2024, Sarepta was positioned at the 63rd percentile on market capitalization and the 46th percentile on revenue. In comparison to the 2024 peer group, Amicus Therapeutics and Horizon Therapeutics were removed and Argenx and Vertex Pharmaceuticals were added. Based on the 2025 Peer Group, Aon prepared an executive compensation assessment that included publicly-available proxy information and certain non-public information for third-party executive compensation for the compensation committee’s consideration. In analyzing and setting our executive compensation program for 2025, the compensation committee compared certain aspects of our named executive officers’ compensation, including base salary, target bonus and long-term equity incentives, to the compensation levels provided by our 2025 Peer Group as part of this assessment. The compensation committee also reviewed data from the Aon Global Life Sciences Survey, which is comprised of the seventeen peer companies noted above. Looking forward to 2026, the compensation committee, in consultation with FW Cook, reviewed and updated the peer group to better align with the Company’s size and market profile:

  17. Detailed Analysis of 2025 Executive Compensation Program

    | 2026 PEER GROUP | | | | • ACADIA Pharmaceuticals, Inc. • Alkermes • Amicus Therapeutics • BioMarin Pharmaceutical Inc. • Exelixis, Inc. • Halozyme Therapeutics, Inc. | • Harmony Biosciences • Incyte Corp. • Ionis Pharmaceuticals Inc. • Jazz Pharmaceuticals plc • Neurocrine Biosciences, Inc. | • PTC Therapeutics • Repligen Corporation • Supernus Pharma • Ultragenyx Pharmaceutical Inc. • United Therapeutics |

  18. Detailed Analysis of 2025 Executive Compensation Program

    At the time of the peer group approval in September 2025, Sarepta was positioned at the 58th percentile on revenue. Base Salaries The compensation committee reviews the base salaries of our named executive officers annually. We also assess salaries at the time of hire, promotion or other change in responsibilities. In establishing and adjusting executive salaries, the compensation committee reviews information regarding base salaries paid by companies in our peer group, other market data from the independent compensation consultant, individual performance, complexity of the position and tenure of the executive officer and internal comparability considerations. Named executive officers, except for Mr. Ingram, received annual salary increases in February 2025, which were informed by a review of performance and role, as well as peer group and other market data provided by our compensation consultant at the time. In connection with role changes associated with the 2025 Restructuring, Messrs. Estepan and Wong and Dr. Rodino-Klapac, Ph.D. received subsequent base salary increases in July 2025 to align with peer group pay levels and associated increased scope of responsibilities. In July 2025, Mr. Estepan and Dr. Rodino-Klapac were each elevated to the position of “President.” As part of this change, several members of senior management who had previously reported to the Chief Executive Officer began reporting to the Co-Presidents, significantly expanding their scope of responsibility. These promotions were intended to enhance cross-functional collaboration and support potential cost-savings. The committee determined that increases to base salary and target bonus opportunity (described below) for each of Mr. Estepan and Dr. Rodino-Klapac were appropriate. With respect to our Chief Executive Officer, in June 2025 the Board determined that an adjustment to Mr. Ingram’s base salary was appropriate. In connection with Mr. Ingram’s 2022 employment contract renewal, the compensation committee committed not to make any additional equity grants to him until June 2025, which was the expiration date of the three-year contract term. As a result of the 2025 Restructuring and related events during the summer of 2025, the negotiation and finalization of Mr. Ingram's new equity grant was delayed until December 2025. In light of this timing delay, and Mr. Ingram’s lower-quartile base salary positioning relative to the market and a period of modest base salary changes approved for him, the compensation committee concluded that it was appropriate to proceed with addressing the base salary component of Mr. Ingram’s compensation package. The committee further considered the importance of competitive base pay to ensure continued alignment and motivation, as well as in supporting leadership continuity and stability, particularly given the company’s stage and strategic priorities. The Board approved the salary adjustment after reviewing and considering the compensation committee’s recommendation. The base salary levels as of December 31, 2025 and December 31, 2024 for our named executive officers are summarized in the table below. The compensation committee believes that these adjustments were appropriate in light of our compensation philosophy and the need to retain the Company’s executive talent.

  19. Detailed Analysis of 2025 Executive Compensation Program

    (1) In connection with his promotion, Mr. Wong received a mid-year increase from $440,000 to $550,000. (2) In connection with his promotion, Mr. Estepan received a mid-year increase from $712,000 to $800,000. In connection with her promotion, Dr. Rodino-Klapac received a mid-year increase from $739,000 to $800,000. Performance-Based Cash Bonuses In December 2024, the compensation committee, with input from our Chief Executive Officer and the Board, established the overall corporate goals against which the performance of our named executive officers would be measured for purposes of determining their 2025 bonus payments, as well as the weightings for each goal. In establishing the 2025 corporate goals, the compensation committee focused on objectives likely to create both short and long-term stockholder value. Although our corporate goals are intended to be achievable with significant effort, they are substantially uncertain to be achieved and, as a result, we do not expect that every goal will actually be attained in any given year. Following the 2025 Restructuring, the original 2025 goals were re-calibrated by the compensation committee, with Board input; in connection with the re-calibration, the compensation committee imposed a 50% reduction in each named executive officer’s target bonus opportunity. The following table summarizes each named executive officer's target annual bonus opportunity as a percent of his or her base salary, as well as the revised bonus opportunity reflecting the 50% reduction:

  20. Detailed Analysis of 2025 Executive Compensation Program

    | | Pre-Adjustment 2025 Target Annual Incentive Bonus Opportunity | | Revised 2025 Target Annual Incentive Bonus Opportunity Following Goal Recalibration | | | NEO* | As Percent of Base Salary (%) | Target Bonus Opportunity ($) | As Percent of Base Salary (%) | Target Bonus Opportunity ($) | | Douglas S. Ingram | 110% | $1,298,000 | 55% | $649,000 | | Ian M. Estepan | 65% | $520,000 | 37.5% | $260,000 | | Ryan H. Wong | 50% | $275,000 | 25% | $137,500 | | Louise Rodino-Klapac, Ph.D. | 65% | $520,000 | 37.5% | $260,000 | | Cristin L. Rothfuss | 50% | $319,000 | 25% | $159,450 |

  21. Detailed Analysis of 2025 Executive Compensation Program

    * Mr. Murray was not eligible for a revised bonus opportunity as a result of his termination of employment connection with the 2025 Restructuring. His pre-adjustment 2025 target bonus opportunity was $327,548.00. The compensation committee and the Board reviewed and discussed each of our corporate goals and the Company’s achievement towards each goal when determining the scores for each of our primary focus corporate goal areas. The compensation committee also reviewed with the Chief Executive Officer the performance of each named executive officer (excluding the Chief Executive Officer) and his or her contributions towards achieving the 2025 goals. The following is a summary of the 2025 re-calibrated goals and the achievement of such goals, as determined by the Board:

  22. Detailed Analysis of 2025 Executive Compensation Program

    | Name | Title | 2025 Bonus(1) | 2024 Bonus(2) | $ Change | % Change | | Douglas S. Ingram | Chief Executive Officer | $649,000 | $1,111,148 | $(462,148) | (42%) | | Ryan H. Wong | Executive Vice President, Chief Financial Officer | $137,500 | — | — | N/A | | Ian M. Estepan | President, Chief Operating Officer | $260,000 | $430,206 | $(170,206) | (40%) | | Louise Rodino-Klapac, Ph.D. | President, Research and Development and Technical Operations | $260,000 | $436,588 | $(176,588) | (40%) | | Cristin L. Rothfuss | Executive Vice President, General Counsel | $159,450 | — | — | N/A | | Former Officer | | | | | | | Dallan Murray (3) | Former Executive Vice President, Chief Customer Officer | — | $409,435 | — | N/A |

  23. 2025 Equity Incentive Compensation – Annual Grant

    2025 Equity Incentive Compensation – Annual Grant Our 2025 equity incentive program, which consisted of PSUs, RSUs and stock options, was designed to align the interests of our executives with those of our shareholders while driving long-term value creation. The target value of the annual awards was based on market competitive targets using our peer group.

  24. 2025 Equity Incentive Compensation – Annual Grant

    | Annual Equity Grant | | | | | | PSUs 50% of Equity Mix | Stock Options 25% of Equity Mix | RSUs 25% of Equity Mix | | How it Works | Each PSU represents a right to receive one share of our common stock on a specified settlement date if performance metrics have been met The PSUs can be earned from 0% of target for performance below threshold to 125% of target for stretch performance | Each stock option represents a right to purchase one share of our common stock at the grant price, if the time vesting requirement has been met Stock options are granted with an exercise price equal to the closing price of our common stock as reported on Nasdaq on the date of grant. Stock options expire on the tenth anniversary of their grant date | Each RSU represents a right to receive one share of our common stock on a specified settlement date, if the time vesting requirement has been met | | Vesting | PSUs generally vest on the third anniversary of the grant date, with potential for earlier vesting upon achievement of one or more milestone goals | 25% of options vested on March 1, 2026, and 1⁄48th of the remaining options will vest on each monthly anniversary thereafter, such that the options will be fully vested on March 1, 2029, subject to the named | 25% of the RSUs vested on March 1, 2026, and an additional 25% will vest on each anniversary of the grant date thereafter, such that the RSUs will be fully vested on March 1, 2029, subject to the named |

  25. 2025 Equity Incentive Compensation – Annual Grant

    | As of December 31, 2025, no portion of the 2025 PSU award had vested | executive officer continuing to provide services to us through the applicable vesting date | executive officer continuing to provide services to us through the applicable vesting |

  26. 2025 Equity Incentive Compensation – Annual Grant

    In March 2025, the compensation committee granted the named executive officers, except for Mr. Ingram, the following annual PSUs, stock option awards and RSUs under our 2018 Plan:

  27. 2025 Equity Incentive Compensation – Annual Grant

    | | 2025 LTI Target ($) | PSUs (#) | Stock Options (#) | RSUs (#) | | Douglas S. Ingram | -- | -- | -- | -- | | Ryan H. Wong(1) | $800,000 | | 8,070 | 4,013 | | Ian M. Estepan | $3,300,000 | 16,552 | 16,444 | 8,276 | | Louise Rodino-Klapac, Ph.D. | $3,300,000 | 16,552 | 16,444 | 8,276 | | Cristin L. Rothfuss | $3,300,000 | 16,552 | 16,444 | 8,276 | | Former Officer | | | | | | Dallan Murray(2) | $3,300,000 | 16,552 | 16,444 | 8,276 |

  28. 2025 Equity Incentive Compensation – Annual Grant

    (1) Mr. Wong was appointed as Chief Financial Officer in July 2025 and therefore did not receive the PSUs granted to our named executive officers in March 2025. (2) Following his separation, Mr. Murray was eligible to continue to vest in these awards through the end of the period in which he provided consulting services to the Company. The annual equity awards described above are a meaningful incentive mechanism to tie the compensation of our named executive officers to the achievement of performance goals that are important to the success of the Company and to retain our named executive officers. The value that our named executive officers will realize with respect to these grants of equity awards is variable and at-risk. The PSUs contain four separate milestones which are a combination of a key financial metric relating to three-year cumulative product and royalty revenue (2025-2027) weighted at 40% of target, three operational milestone goals with a cumulative weighting of 60% of target, and a “kicker” operational milestone weighted at 25% of target, such that 125% of target is the maximum that could be earned under the PSU if all four milestones are achieved. When choosing the goals, the Board discussed with the compensation committee and senior management each of the proposed milestones. The targets for each milestone reflect a balance between operational and financial goals, each intended to bring short and long-term value to shareholders, if achieved. Although the target goals are intended to be achievable with significant effort, we do not expect that every milestone will actually be attained or that each milestone will earn the highest percentage possible. As of December 31, 2025, the PSUs were tracking at a zero projected payout. The Board believes that achievement of financial and operational goals are critical to the overall success of the business and will further link compensation earned to the achievement of business successes that have the potential to drive stockholder value. The stock options will only have value if the value of our common stock appreciates after grant and the options become vested and is exercised. The RSUs focus on stock price appreciation over a sustained period. In addition, the RSUs and options provide meaningful retention value by vesting over a four-year period.

  29. 2025 CEO Equity Incentive Compensation

    2025 CEO Equity Incentive Compensation In connection with Mr. Ingram’s 2022 employment contract renewal, the compensation committee committed not to make any additional equity grants to him until June 2025, which was the expiration date of the three-year contract term. However, due to the 2025 Restructuring, the negotiation and finalization of Mr. Ingram's new equity grant was delayed until December 2025. In December 2025, Mr. Ingram received an award consisting of the 2025 RSUs, which vest annually over three years and the 2025 Performance Award (collectively, the "2025 CEO Award"), which is eligible to be earned based on two-year (2026-2027) EBITDA performance and is subject to a three-year service vesting requirement. The 2025 Performance Award consists of separate grants of performance-contingent restricted stock units, restricted shares, performance units and performance shares, each of which are subject to the same service- and performance-based vesting criteria. The performance goals under the 2025 Performance Award are stretch goals requiring extraordinary performance and can be earned up to 200% of target. The value of the 2025 Performance Award that is reported for purposes of the Summary Compensation Table is required to reflect the grant date fair value calculated in accordance with FASB ASC Topic 718. This value was determined to be zero because the performance conditions associated with the awards were not deemed probable to occur on the grant date or at December 31, 2025. The 2025 CEO Award was Mr. Ingram’s first new equity award since April 2022 and was designed to more closely align his long-term interests with our shareholders. The 2025 CEO Award also contains retirement vesting provisions, which apply as a result of Mr. Ingram having attained age 55 with at least five years of service with the Company and a combined age and service equaling at least 65. If Mr. Ingram’s service relationship with the Company terminates due to his retirement and he has provided services to the Company for a period of at least twelve months measured from the grant date of the 2025 CEO Award (the “retirement service condition”), he is eligible to continue to vest under the award. In the event of a change in control occurring prior to the conclusion of the performance period applicable to the 2025 Performance Award, such award would be deemed to be earned at 100% of target (or, if greater, based on the Company’s EBITDA performance as of the date of the change in control, without extrapolation) and would be fully vested at such time, if any, as Mr. Ingram meets the retirement service condition.

  30. 2025 CEO Equity Incentive Compensation

    | | 2025 LTI Target ($) | 2025 Performance Award (#) | RSUs (#) | | Douglas S. Ingram | $12,000,000 | 269,542 | 269,542 |

  31. 2025 Equity Incentive Compensation – “Pull Forward” of 2026 Annual Grant – Named Executive Officers Other than CEO

    2025 Equity Incentive Compensation – “Pull Forward” of 2026 Annual Grant – Named Executive Officers Other than CEO In order to appropriately incentivize, retain and maintain operational stability during an exceptionally challenging period for the Company, the compensation committee pulled forward the 2026 equity grants to help ensure continuity of leadership and critical talent. For the named executive officers other than the CEO, the pull-forward award consisted of a combination of RSUs with two-year ratable vesting (such that 50% of the RSUs will vest on each of the first and second anniversary of the grant date) and PSUs that are subject to a 2025 Total Net Product Revenue Goal of $1.7 billion. The PSUs were eligible to be earned at 0% or 100% (i.e., all or nothing) as of December 31, 2025; to the extent earned, the PSUs are subject to additional time-based cliff vesting until September 3, 2028. In September 2025, the compensation committee made the following pull forward grants:

  32. 2025 Equity Incentive Compensation – “Pull Forward” of 2026 Annual Grant – Named Executive Officers Other than CEO

    | | Pull Forward LTI ($) | PSUs (#) | RSUs (#) | | Ian M. Estepan | $2,691,901 | 50,000 | 93,875 | | Ryan H. Wong | $2,224,151 | 25,000 | 93,875 | | Louise Rodino-Klapac, Ph.D. | $2,691,901 | 50,000 | 93,875 | | Cristin L. Rothfuss | $2,224,151 | 25,000 | 93,875 |

  33. 2025 Equity Incentive Compensation – “Pull Forward” of 2026 Annual Grant – Named Executive Officers Other than CEO

    In June 2025, the Company suspended all commercial shipments of ELEVIDYS to non-ambulatory patients, and at the time of grant in September 2025, was engaged in ongoing discussions with the FDA regarding a labeling supplement for ELEVIDYS. This reduced revenue visibility and increased uncertainty at the time of grant. In addition, the Company was awaiting top-line results in the fourth quarter of 2025 from a clinical trial relating to two of its approved PMO products, creating further uncertainty. For these reasons, the committee concluded that achievement of the 2025 Total Net Product Revenue Goal was uncertain and would require significant effort to achieve. The committee concluded that the PSU grants both meaningfully reduced near-term retention risk during a particularly challenging period for the Company and helped to bolster longer-term retention of senior leaders. In February 2026, the compensation committee certified the achievement of the 2025 Total Net Product Revenue Goal of $1.7 billion based on actual achievement of approximately $1.9 billion, and deemed the pull forward PSUs earned. These PSUs remain subject to the time-based vesting described above. The named executive officers are not eligible for 2026 annual equity awards, which would have otherwise been granted in March 2026.

  34. Other Compensation Items that Impact or Influence Our Named Executive Officer Compensation Program

    Other Compensation Items that Impact or Influence Our Named Executive Officer Compensation Program Retirement Benefits Our Section 401(k) plan (the “401(k) Plan”) is a defined contribution profit sharing plan with a 401(k) option in which all of our U.S. employees who are age 21 or older are eligible to participate. For 2025, our named executive officers received a Company matching contribution equal to 100% of the first 4% of eligible compensation contributed to the 401(k) Plan, subject to the maximum amount permitted by law. We also maintain a deferred compensation plan for a select group of management and other highly-compensated individuals, including our named executive officers, under which participants can elect to defer base salary, annual cash bonus awards, and the delivery of restricted stock unit awards following vesting. The company does not make employer contributions to such plan. Only Mr. Wong elected to defer 2025 compensation under such plan. Additional Benefits We provide a limited number of additional benefits to our named executive officers to permit them to be accessible to the business as required and to ensure increased effectiveness, delivery and performance by residing in closer proximity to the Company’s headquarters in Cambridge, Massachusetts. However, in January 2016, the compensation committee approved a policy under which the Company will no longer provide tax gross-ups for relocation and temporary housing expenses to our executive officers. We also provide our named executive officers with additional coverage under our group basic life insurance and AD&D plans, in the amount of 2.5 times basic annual salary, up to a maximum of $1.6 million. Under our group long-term disability policy, all regular-status full- and part-time employees, including our named executive officers, are provided with a disability benefit equal to a maximum of $15,000 per month and subject to specific plan and provider requirements. Since employees earning annual base salaries over $300,000 would exceed the monthly maximum available under this policy in the event of their disability, the Company establishes an individual supplemental long-term disability policy for these employees, and pays for the associated costs. All of our named executive officers are eligible for this individual supplemental long-term disability policy and are provided with additional coverage of up to $10,000 per month, the maximum monthly coverage as defined in our group long-term disability policy. Severance/Termination Protection General terms of employment, including compensation and benefits payable upon termination of employment, are set forth in employment agreements, offer letters, change in control and severance agreements, or otherwise agreed-upon arrangements between the named executive officer and the Company. See “Compensation Agreements for Named Executive Officers.” The compensation committee establishes such compensation and benefits in order to be competitive in the hiring and retention of our named executive officers. All arrangements with the named executive officers and the potential payments that each of the named executive officers would have received in the event of termination of such executive’s employment at the end of our last fiscal year are described in “Compensation Agreements for Named Executive Officers—Post-Employment Benefits and Change in Control Arrangements for the Company’s Named Executive Officers” and “Potential Payments Upon Termination or a Change in Control.” Stock Ownership Guidelines In order to encourage equity ownership by our executive officers and non-employee directors, we adopted stock ownership guidelines for these individuals. The purpose of the stock ownership guidelines is to enhance the alignment between the interests of the stockholders of the Company and our executive officers and non-employee directors through a required minimum level of stock ownership, while also mitigating the potential for excessive risk-taking. The stock ownership guidelines generally require each executive officer and non-employee director of the Company to reach a minimum level of target ownership of common stock of the Company within a specified period of time after becoming subject to the stock ownership guidelines, and to maintain such level for so long as the stock ownership guidelines apply. Ownership does not include unexercised options (whether or not vested) to purchase stock or unvested restricted stock units, including unvested PSUs. Generally, each non-employee director and executive officer has five years to attain his or her respective stock ownership target. Non-employee directors are generally required to own stock in an amount equal to three times their annual cash retainer. Executive officers are generally required to own stock in an amount equal to one times their base salary, with the exception of the Chief Executive Officer, who is generally required to own stock in an amount equal to three times his base salary. Additionally, stock options awarded to our CEO are subject to a one-year holding period upon exercise. We reviewed our ownership guidelines in 2026 and did not recommend any changes. All named executive officers and non-employee directors are in compliance with our stock ownership guidelines. Prohibition on Hedging and Pledging Our named executive officers are prohibited from hedging or pledging Sarepta common stock. Compensation Clawback Policy In 2023, we updated our compensation clawback policy to address the requirements of the Dodd-Frank Act, SEC rules and applicable listing standards (our “Dodd-Frank Policy”). Our Dodd-Frank Policy provides for the recoupment of erroneously-paid covered incentive-based compensation from covered executives related to an accounting restatement resulting from material noncompliance with financial reporting requirements under the federal securities laws. With regard to the recoupment of covered incentive-based compensation, the policy applies to the Company’s current and former executive officers and without regard to whether the restatement is a result of an executive’s misconduct. In 2023, we also adopted a discretionary compensation clawback policy that, among other things, provides for the recoupment of equity awards granted in excess of a stockholder-approved equity plan limit to the Company’s current and former executive officers and non-employee directors, as well as other covered individuals, as determined by the Board. The amount of an equity award that is granted in excess of any limit under the Company’s stockholder-approved equity plans, including, without limitation, any overall plan, individual award, compensation or other limit approved by the Company’s stockholders, is subject to recoupment. In the event an equity award was granted in excess of a stockholder-approved equity plan limit, the Company will recoup the amount of the equity award that exceeds the stockholder-approved equity plan limit. Equity Grant Practices Our compensation committee generally grants executive officers long-term incentives in the beginning of March after we have released information about our financial performance to the public. Officers generally receive grants on the effective date of their appointments. The compensation committee does not schedule equity award grant dates, including the grants of stock options, in anticipation of the release of material non-public information, and the Company does not have any plans, programs or practices of timing the release of material non-public information in order to affect the value of executive compensation. Tax Implications of the Executive Compensation Program

  35. Other Compensation Items that Impact or Influence Our Named Executive Officer Compensation Program

    In light of the repeal of the performance-based compensation exemption under Section 162(m) of the Internal Revenue Code, the compensation committee may authorize compensation that is not deductible if it is determined to be appropriate and in the best interests of the Company and our stockholders. Risk Assessment of Compensation Policies and Practices As part of its responsibilities, the compensation committee reviews the impact of our executive compensation program and the associated incentives to determine whether they present a significant risk to us. The Company's independent compensation consultant also provided a formal risk assessment to the compensation committee. The compensation committee has concluded, based on its reviews and analysis of our compensation policies and procedures, that such policies and procedures are not reasonably likely to have a material adverse effect on us. In making this determination, our compensation committee considered the following: • our use of different types of compensation vehicles provides a balance of long- and short-term incentives with fixed and variable components; • our grant of equity-based awards, which generally vest over a four-year time period, encourage our named executive officers to look to long-term appreciation in equity values; • our annual bonus determinations for each employee are dependent on achievement of company goals, which we believe promote long-term value; • the compensation committee’s ability to exercise discretion in determining incentive program payouts and equity awards; • share ownership and holding guidelines applicable to our directors and executive officers; and • prohibition on hedging or pledging of Company stock.

  36. Compensation Tables

    | Name and Principal Position | Year | Salary(1) | Stock Awards(2)(3) | Option Awards(2) | Non-Equity Incentive Plan Compensation(4) | All Other Compensation(5) | Total | | Douglas S. Ingram | 2025 | $1,171,425 | $6,000,005 | — | $649,000 | $20,236 | $7,840,666 | | Chief Executive Officer | 2024 | $846,902 | — | — | $1,111,148 | $20,036 | $1,978,086 | | | 2023 | $799,797 | — | — | $842,519 | $19,022 | $1,661,338 | | Ryan H. Wong | 2025 | $480,115 | $2,178,987 | $398,981 | $137,500 | $16,284 | $3,211,867 | | Executive Vice President, | 2024 | — | — | — | — | — | — | | Chief Financial Officer | 2023 | — | — | — | — | — | — | | Ian M. Estepan | 2025 | $740,529 | $2,603,966 | $822,879 | $260,000 | $17,019 | $4,444,392 | | President, | 2024 | $656,961 | $772,020 | $845,250 | $430,206 | $48,085 | $2,752,522 | | Chief Operating Officer | 2023 | $618,511 | $701,955 | $1,988,909 | $365,930 | $30,321 | $3,705,626 | | Louise Rodino-Klapac, Ph.D. | 2025 | $752,505 | $2,603,966 | $822,879 | $260,000 | $16,920 | $4,456,270 | | President, Research and Development | 2024 | $666,706 | $772,020 | $845,250 | $436,588 | $16,720 | $2,737,283 | | and Technical Operations | 2023 | $641,063 | $701,955 | $1,988,909 | $371,358 | $15,706 | $3,718,991 | | Cristin L. Rothfuss | 2025 | $629,858 | $2,603,966 | $822,879 | $159,450 | $17,470 | $4,233,623 | | Executive Vice President, | 2024 | — | — | — | — | — | — | | General Counsel | 2023 | — | — | — | — | — | — | | Former Officer | | | | | | | | | Dallan Murray | 2025 | $373,095 | $825,034 | $822,879 | — | $721,782 | $2,742,790 | | Former Executive Vice President, | 2024 | $621,842 | $772,020 | $845,250 | $409,435 | $17,776 | $2,666,323 | | Chief Customer Officer | 2023 | — | — | — | — | — | — |

  37. Compensation Tables

    | | Summary Compensation Table Total for | Compensation Actually Paid to | Average Summary Compensation Table Total for | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment based on:(4) | | Net (Loss) | Net Product | | Year | Douglas S. Ingram(1) ($) | Douglas S. Ingram(1)˒(2)˒(3) ($) | Non-PEO NEOs(1) ($) | to Non-PEO NEOs(1),(2),(3) ($) | TSR ($) | Peer Group TSR ($) | Income(5) ($ Thousands) | Revenues(6) ($ Thousands) | | 2025 | 7,840,666 | (17,285,756) | 3,817,788 | 1,158,670 | 12.62 | 124.80 | (713,410) | 1,864,296 | | 2024 | 1,978,086 | (14,532,010) | 2,661,279 | 5,829,423 | 71.32 | 93.53 | 235,239 | 1,787,960 | | 2023 | 1,661,338 | (34,570,955) | 3,630,883 | 1,866,727 | 56.56 | 94.06 | (535,977) | 1,144,876 | | 2022 | 124,938,694 | 162,924,862 | 4,613,363 | 6,814,238 | 76.00 | 89.92 | (703,488) | 843,769 | | 2021 | 1,546,324 | (304,803,195) | 6,273,896 | (584,551) | 52.82 | 100.03 | (418,780) | 612,401 |