Gregory Ginger 4

What Happened

• Gregory Ginger, Executive Vice President, Human Resources at Biogen, exercised/converted a total of 7,183 derivative shares (three separate conversions: 1,635; 1,802; 3,746) on February 6, 2026. The exercises showed an exercise/conversion price of $0.00 (M code).
• To satisfy tax withholding obligations (F code), 2,589 shares were withheld/disposed at $201.18 per share, totaling $520,855. After withholding, the net shares retained from this transaction equal 4,594 shares (7,183 exercised − 2,589 withheld).
• This appears to be a routine conversion/vesting and tax-withholding event rather than an open-market sale.

Key Details

• Transaction date: February 6, 2026.
• Exercise/conversion: 1,635; 1,802; and 3,746 shares — exercise price recorded as $0.00.
• Tax withholding: 791, 666, and 1,132 shares withheld at $201.18/share (total withheld = 2,589 shares; total value withheld ≈ $520,855).
• Net shares acquired and retained from these actions: 4,594 shares.
• Footnotes: F1 notes 166.6667 shares from the Biogen ESPP (acquired 3/31/2025). F2–F4 describe RSU vesting schedules (three equal annual installments for grants dated 02/08/2023, 02/07/2024, and 02/06/2025).
• Filing timing: Report filed Feb 10, 2026, for a Feb 6 transaction; this filing appears timely within the standard 2-business‑day Form 4 window.

Context

• Transaction codes: M = exercise/conversion of a derivative (e.g., option or RSU conversion); F = payment of exercise price or tax liability (here, shares withheld to cover taxes). The presence of a $0.00 exercise price and vesting-footnote language suggests conversions of restricted stock units or similar awards rather than a cash purchase of stock.
• Shares withheld to cover taxes are common and are not the same as an open-market sale; they typically reflect payroll tax withholding on vested awards. This filing shows insider activity related to compensation vesting rather than a directional buy/sell decision.