UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~July 126, 2026

REGENERON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

New York

(State or other jurisdiction of incorporation)

000-19034		13-3444607
(Commission File Number)		(I.R.S. Employer Identification No.)

777 Old Saw Mill River Road, Tarrytown, New York		10591-6707
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (914) 847-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock – par value $0.001 per share	REGN	NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 52.0702. ~~Submission~~Results of ~~Matters~~Operations toand aFinancial ~~Vote of Security Holders~~Condition.

AtRegeneron Pharmaceuticals, Inc. (“Regeneron” or the ~~2026~~“Company”) ~~Annual~~currently ~~Meeting~~expects ofthat ~~Shareholders~~its ~~of Regeneron~~financial ~~Pharmaceuticals,~~results ~~Inc~~calculated in accordance with U.S. generally accepted accounting principles (“~~Regeneron~~GAAP”) orand its non-GAAP financial results for the second quarter 2026 will include an acquired in-process research and development (“~~Company~~IPR&D”) ~~held~~charge of approximately $127 million on ~~June~~a ~~12,~~pre-tax ~~2026,~~basis. ~~Regeneron’s~~This charge ~~shareholders~~relates ~~voted~~to onup-front and opt-in payments in connection with collaboration and licensing agreements. The acquired IPR&D charge is expected to negatively impact each of GAAP and non-GAAP net income per diluted share for the ~~matters~~second ~~set~~quarter ~~forth~~2026 ~~below~~by approximately $1.00.

~~Proposal~~Acquired 1IPR&D –charges ~~Election~~may include IPR&D acquired in connection with asset acquisitions as well as up-front, opt-in, certain development milestone payments, and premiums paid on equity securities related to collaboration and licensing agreements. Regeneron does not forecast such acquired IPR&D charges due to the uncertainty of ~~Directors~~the future occurrence, magnitude, and timing of these transactions in any given period.

~~The~~Regeneron’s ~~following~~results ~~nominees~~ for ~~Class~~the IIsecond ~~directors~~quarter ~~were~~2026 ~~elected~~have tonot ~~serve~~been ~~until~~finalized ~~the~~and ~~2027~~are ~~Annual~~subject ~~Meeting~~to ofRegeneron’s ~~Shareholders~~financial ~~and~~statement ~~until~~closing ~~their~~procedures. ~~successors~~There ~~are~~can ~~duly~~be ~~elected~~no ~~and~~assurance ~~qualified~~that actual ~~based~~results ~~upon~~ will not differ from the ~~following~~preliminary ~~votes:~~(unaudited) estimates described herein.

Nominee	For		Against		Abstain		Broker Non-Votes
Joseph L. Goldstein, M.D.		72,398,297		30,904,254		170,603		5,543,411
Christine A. Poon		79,409,070		24,004,880		59,204		5,543,411
David P. Schenkein, M.D.		99,241,219		4,180,107		51,828		5,543,411
Craig B. Thompson, M.D.		81,933,651		21,378,567		160,936		5,543,411
Huda Y. Zoghbi, M.D.		100,665,234		2,698,397		109,523		5,543,411

The information included in this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

~~Proposal 2 – Ratification of Appointment of Independent Registered~~Note ~~Public~~Regarding ~~Accounting~~Forward-Looking ~~Firm~~ Statements

~~The~~This ~~proposal~~Current Report on Form 8-K (this “Report”) includes forward-looking statements that involve risks and uncertainties relating to ~~ratify~~future events and the ~~appointment~~future performance of ~~PricewaterhouseCoopers LLP~~Regeneron asPharmaceuticals, Inc. (“Regeneron” or the “Company”), and actual events or results may differ materially from these forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” variations of such words, and similar expressions are intended to identify such forward-looking statements, although not all forward-looking statements contain these identifying words. These statements concern, and these risks and uncertainties include, among others, Regeneron’s ~~independent~~expected acquired ~~registered~~in-process ~~public~~research ~~accounting~~and ~~firm~~development charge for the ~~fiscal~~quarterly ~~year~~period ~~ending~~ended ~~December 31~~June 30, 2026 ~~was~~and ~~approved~~its expected impact on GAAP and non-GAAP net income per diluted share for this period as discussed in this Report. A more complete description of these and other material risks can be found in Regeneron’s filings with the U.S. Securities and Exchange Commission. Any forward-looking statements are made based on ~~upon~~management’s current beliefs and judgment, and the ~~following~~reader ~~votes:~~is cautioned not to rely on any forward-looking statements made by Regeneron. Regeneron does not undertake any obligation to update (publicly or otherwise) any forward-looking statement, including without limitation any financial projection or guidance, whether as a result of new information, future events, or otherwise.

For:			102,503,788
Against:			6,443,958
Abstain:			68,819

Note Regarding Non-GAAP Financial Measures

~~Proposal~~This 3Report –references ~~Advisory~~non-GAAP ~~Vote~~net income per diluted share, which is a financial measure that is not calculated in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”). This non-GAAP financial measure is computed by excluding certain non-cash and/or other items from the related GAAP financial measure. The Company also includes a non-GAAP adjustment for the estimated income tax effect of reconciling items. The Company makes such adjustments for items the Company does not view as useful in evaluating its operating performance. Management uses this and other non-GAAP measures for planning, budgeting, forecasting, assessing historical performance, and making financial and operational decisions, and also provides forecasts to investors on ~~Executive~~this ~~Compensation~~basis. Additionally, such non-GAAP measures provide investors with an enhanced understanding of the financial performance of the Company's core business operations. However, there are limitations in the use of such non-GAAP financial measures as they exclude certain expenses that are recurring in nature. Furthermore, the Company's non-GAAP financial measures may not be comparable with non-GAAP information provided by other companies. Any non-GAAP financial measure presented by Regeneron should be considered supplemental to, and not a substitute for, measures of financial performance prepared in accordance with GAAP.

The resolution to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement on Schedule 14A filed April 24, 2026 was approved based upon the following votes:

For:			96,469,374
Against:			6,898,268
Abstain:			105,512
Broker Non-Votes:			5,543,411

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	REGENERON PHARMACEUTICALS, INC.

	/s/ Joseph J. LaRosa
	Joseph J. LaRosa
	Executive Vice President, General Counsel and Secretary

Date: ~~June~~July 176, 2026

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