Kramer Robin 4

What Happened

• Robin Kramer, Chief Financial Officer of Biogen, had restricted stock units vest and converted/was issued a total of 5,003 shares on Feb 6, 2026 (no exercise price). To satisfy tax withholding, 1,543 shares were withheld/sold at $201.18 each for a total of $310,420. Net shares added to Kramer's holdings from this event = 3,460 shares.
• These transactions are routine tax-withholding/settlement of RSUs rather than an open-market purchase or deliberate sell signal.

Key Details

• Transaction date: February 6, 2026; Form 4 filed Feb 10, 2026 (timely filing).
• Conversion details: 789, 703 and 3,511 shares converted (total 5,003 shares).
• Tax-withholding disposals: 273, 207 and 1,063 shares withheld/sold at $201.18 per share (total proceeds ~$310,420).
• Net change: +3,460 shares retained after withholding.
• Shares owned after the transaction: not specified in the filing.
• Codes: M = conversion/exercise of derivative (RSU settlement); F = shares withheld/sold to pay tax liability.
• Footnotes indicate the RSUs came from three grants with three-year annual vesting schedules:
  • F1: Grant 02/08/2023 — vesting in three equal annual installments.
  • F2: Grant 02/07/2024 — vesting in three equal annual installments.
  • F3: Grant 02/06/2025 — vesting in three equal annual installments beginning on 02/06/2026.

Context

• This was a vesting/settlement of restricted stock units with shares withheld to cover taxes (a common, administrative transaction). It is not an open-market sale or a discretionary cash purchase by the insider.
• Such withholding/sale for tax purposes is routine and should not be interpreted on its own as a bullish or bearish signal about company prospects.