Pitofsky Jason 4

What Happened
Jason Pitofsky, SVP Controller at Regeneron Pharmaceuticals (REGN), executed option-related transactions and multiple open‑market sales on February 9, 2026. He exercised/converted 2,000 option-derived shares (one exercise resulted in 1,000 shares acquired by paying $492.00 each — $492,000; another 1,000 shares were recorded as disposed at $0.00, consistent with withholding/settlement). Separately he sold a total of 2,036 shares in the open market at prices roughly between $775.95 and $785.73, producing aggregate gross proceeds of about $1,585,058. After paying the $492,000 exercise cost, the approximate net cash from these transactions was ~$1.09M (excluding taxes/fees and the withheld shares).

Key Details

• Transaction date: February 9, 2026; filing date: February 11, 2026 (timely file for 2/9 trades).
• Option exercises (code M): 1,000 shares acquired at $492.00 (cost $492,000); 1,000 shares disposed at $0.00 (withheld).
• Open‑market sales (code S): 2,036 shares sold in multiple tranches; total proceeds ≈ $1,585,058. Specific VWAP notes provided in the filing for groups of sales (see footnotes F2–F10).
• Net cash (sales less paid exercise price, before taxes/fees): ≈ $1,093,058.
• Shares owned after transaction: not included in the provided excerpt of the filing.
• Footnotes of note: F1 — sales made pursuant to a Rule 10b5‑1 trading plan adopted Nov 10, 2025; F11 — the option award vests in four equal annual installments (vesting detail). Several footnotes (F2–F10) give volume‑weighted average prices/ranges for grouped sales and offer to provide per‑price breakdowns on request.
• Transaction codes explained: M = option exercise/conversion; S = open‑market sale.

Context

• This combination of an option exercise plus immediate or subsequent open‑market sales is common for covering exercise costs and tax withholding (the $0.00 disposition likely reflects shares surrendered/withheld). The sales were executed under a prearranged 10b5‑1 plan, which typically indicates scheduled, non‑discretionary transactions.
• As always, sales under 10b5‑1 plans and tax‑related withholdings are often routine and should not be interpreted alone as a definitive signal of the insider’s view of the company.