Godbout Sean 4

What Happened

• Sean Godbout, Chief Accounting Officer of Biogen (BIIB), had restricted stock units convert into 1,079 shares on 2026-02-06 (257 + 305 + 517). To cover tax withholding, 359 shares were surrendered/sold at $201.18 per share, producing proceeds/withholding value of $72,224 (breakdowns: 76 shares = $15,290; 103 shares = $20,722; 180 shares = $36,212). The Form 4 reports conversion/exercise of derivative securities (code M) and withholding for tax liability (code F).

Key Details

• Transaction date: 2026-02-06; Form 4 filed 2026-02-10 (timely filing).
• Conversion/acquired shares: 257, 305, and 517 (total 1,079) at $0.00 per share (these reflect RSU vesting/conversion).
• Shares withheld/sold for taxes: 76, 103, and 180 (total 359) at $201.18 per share; total tax withholding amount $72,224.
• Shares owned after the transaction: not specified in the provided excerpt of the filing.
• Footnotes: F1–F3 note these are restricted stock units vesting in three equal annual installments beginning one year after each grant date (02/08/2023; 02/07/2024; 02/06/2025).
• Transaction codes: M = exercise/conversion of derivative security (RSU vesting); F = shares used to pay tax withholding (sell-to-cover).

Context

• This appears to be routine RSU vesting and a standard sell-to-cover to satisfy tax withholding obligations, not an open-market sale or separate discretionary sale. Such transactions commonly reflect automatic net settlement when restricted stock units vest rather than a deliberate directional bet by the insider.