UNITED ~~STATES~~STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

SECURITIESFORM AND EXCHANGE COMMISSION8-K

~~WASHINGTON,~~CURRENT ~~D.C. 20549~~REPORT

~~FORM~~Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~of Report (Date of earliest event reported): January 12, 2026

~~Pursuant~~Sarepta toTherapeutics, ~~Section 13 or 15(d)~~Inc.

(Exact name of ~~the~~Registrant ~~Securities~~as ~~Exchange~~Specified ~~Act~~in ofIts ~~1934~~Charter)

Date of Report (Date of earliest event reported): December 18, 2025


Delaware	001-14895	93-0797222
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

215 First Street
Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

~~Sarepta~~Registrant’s ~~Therapeutics~~Telephone Number, ~~Inc.~~Including Area Code: (617) 274-4000

(~~Exact~~Former ~~name~~Name ofor ~~Registrant~~Former asAddress, ~~Specified~~if inChanged ~~Its~~Since ~~Charter~~Last Report)

Delaware		001-14895		93-0797222
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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:

215 First Street
Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

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

~~Registrant’s~~☐Soliciting ~~Telephone~~material ~~Number,~~pursuant ~~Including~~to ~~Area~~Rule ~~Code:~~14a-12 under the Exchange Act (~~617)~~17 ~~274~~CFR 240.14a-~~4000~~12)

~~(Former~~☐Pre-commencement ~~Name~~communications orpursuant ~~Former~~to ~~Address,~~Rule if14d-2(b) ~~Changed~~under ~~Since~~the ~~Last~~Exchange ~~Report~~Act (17 CFR 240.14d-2(b))

~~Check the appropriate box below if the Form 8~~☐Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~240.13e-4(c))

☐Securities ~~Written~~registered ~~communications~~ pursuant to ~~Rule~~Section ~~425~~12(b) ~~under~~of the ~~Securities~~ Act ~~(17 CFR 230.425)~~:

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	SRPT	Nasdaq Global Select Market

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d-2~~405 of the Securities Act of 1933 (b§ 230.405 of this chapter) ~~under~~or Rule 12b-2 of the Securities Exchange Act ~~(17~~of ~~CFR~~1934 (§ 240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~☐

~~Securities~~If ~~registered~~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 12 13(ba) of the Exchange Act:. ☐

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, $0.0001 par value per share		SRPT		NASDAQ Global Select Market

Item 2.02. Results of Operations and Financial Condition.

~~Indicate~~ On byJanuary ~~check~~12, ~~mark~~2026, ~~whether~~Sarepta ~~the~~Therapeutics ~~registrant~~Inc. isissued ana ~~emerging~~press ~~growth~~release ~~company~~disclosing ascertain ~~defined~~business inupdates, ~~Rule~~including ~~405~~preliminary financial information as of and for the ~~Securities~~year ~~Act~~and offiscal ~~1933~~quarter (§ended ~~230.405~~December of31, ~~this~~2025, ~~chapter)~~in orconnection ~~Rule~~with ~~12b-2~~the 44th Annual J.P. Morgan Healthcare Conference. A copy of the ~~Securities~~press ~~Exchange~~release ~~Act~~is offurnished ~~1934~~with (§this ~~240~~report as Exhibit 99.~~12b-2~~1 ofand ~~this~~incorporated ~~chapter)~~by reference herein.

~~Emerging~~ The ~~growth~~information ~~company~~in ☐this report, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed “filed” for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references the information furnished pursuant to Item 2.02 of this report.

IfItem an9.01. ~~emerging~~Financial ~~growth~~Statements ~~company,~~and 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 ActExhibits. ☐

~~Item 1.01~~(d) ~~Entry into a Material Definitive Agreement.~~ Exhibits

As previously announced, on December 10, 2025, Sarepta Therapeutics, Inc. (the “Company”) entered into separate, privately negotiated exchange agreements (the “Exchange Agreements”) with certain holders of its 1.25% Convertible Senior Notes due 2027 (the “Existing Convertible Notes”), including the Michael A. Chambers Living Trust, an entity affiliated with Michael Chambers, a member of the Company’s board of directors. Under the terms of the Exchange Agreements, the holders party thereto agreed to exchange with the Company approximately $291.4 million in aggregate principal amount of Existing Convertible Notes held by them for consideration consisting of (i) approximately $291.4 million in aggregate principal amount of 4.875% Convertible Senior Notes due 2030 (the “New Convertible Notes”) and (ii) an aggregate of approximately $31.6 million in cash.


Exhibit Number	Description
99.1	Press Release dated January 12, 2026
104	The cover page from this Current Report on Form 8-K of Sarepta Therapeutics, Inc., formatted in Inline XBRL and included as Exhibit 101

The New Convertible Notes were issued by the Company on December 18, 2025 pursuant to an Indenture, dated as of August 28, 2025 (the “Indenture”), as supplemented by the First Supplemental Indenture (the “First Supplemental Indenture”), dated as of December 18, 2025, each between the Company and U.S. Bank Trust Company, National Association, as trustee. The New Convertible Notes constitute “additional Notes” under the Indenture and were issued with the same terms and as part of the same series as the approximately $602.0 million of 4.875% Convertible Senior Notes due 2030 issued in August 2025, as described in the Company’s Current Report on Form 8-K filed on August 29, 2025. Following the closing of the Exchange, the aggregate principal amount of the Company’s 4.875% Convertible Senior Notes due 2030 totals approximately $893.4 million. SIGNATURES

~~The~~Pursuant ~~foregoing~~to ~~description~~the requirements of the ~~First~~Securities ~~Supplemental~~Exchange ~~Indenture,~~Act ~~the~~of ~~Indenture~~1934, ~~and~~ the ~~New~~registrant ~~Convertible~~has ~~Notes~~duly ~~does~~caused ~~not~~this ~~purport~~report to be ~~complete~~signed ~~and~~on ~~is qualified in~~ its ~~entirety~~behalf by ~~reference to~~ the ~~First~~undersigned ~~Supplemental~~hereunto ~~Indenture,~~duly ~~which is filed as Exhibit 4~~authorized.1 to this Current Report on Form 8-K, and the Indenture and form of Note, which were filed as Exhibits 4.1 and 4.2 to the Company’s Current Report on Form 8-K filed on August 29, 2025, and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant


			Sarepta Therapeutics, Inc.

Date:	January 12, 2026	By:	/s/ Douglas S. Ingram
			Douglas S. Ingram Chief Executive Officer

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
4.1		First Supplemental Indenture, dated as of December 18, 2025, by and between Sarepta Therapeutics, Inc. and U.S. Bank Trust Company, National Association.
104		The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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 hereunto duly authorized.

Sarepta Therapeutics, Inc. By: /s/ Ian Estepan Ian Estepan President and Chief Operating Officer

Date: December 19, 2025

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