Item 2. Unregistered Sales of Equity Securities
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Issuer Purchases of Equity Securities
The table below reflects shares of Common Stock we repurchased under our share repurchase program, as well as Common Stock withheld by us for employees to satisfy their tax withholding obligations arising upon the vesting of restricted stock granted under one of our long-term incentive plans, during the three months ended March 31, 2022. Refer to Part I, Item 2. "Management's Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources" for further details of the share repurchase program.
Period Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Programs
(in millions)
1/1/2022–1/31/2022 240,319 $ 613.11 240,000 $ 2,697.8
2/1/2022–2/28/2022 184,306 $ 618.22 184,200 $ 2,584.0
3/1/2022–3/31/2022 142,773 $ 636.92 142,773 $ 2,493.0
Total 567,398 (a)
566,973 (a)
(a) The difference between the total number of shares purchased and the total number of shares purchased as part of a publicly announced program relates to Common Stock withheld by us for employees to satisfy their tax withholding obligations arising upon the vesting of restricted stock granted under one of our long-term incentive plans.
83
Table of Contents
ITEM 6. EXHIBITS
(a) Exhibits
Exhibit Number Description
10.1* Second Amended and Restated Participation Agreement, dated as of March 2, 2022, by and among Old Saw Mill Holdings LLC, as lessee, Bank of America, N.A., as administrative agent, BA Leasing BSC, LLC, as lessor, and the rent assignees party thereto from time to time. (Incorporated by reference from the Form 8-K for the Registrant, filed March 8, 2022 .)
10.2* Second Amended and Restated Lease and Remedies Agreement, dated as of March 2, 2022, between Old Saw Mill Holdings LLC, as lessee, and BA Leasing BSC, LLC, as lessor. (Incorporated by reference from the Form 8-K for the Registrant, filed March 8, 2022.)
10.3* Second Amended and Restated Guaranty, dated as of March 2, 2022, made by Regeneron Pharmaceuticals, Inc. (the "Registrant"), Regeneron Healthcare Solutions, Inc., and Regeneron Genetics Center LLC, as guarantors. (Incorporated by reference from the Form 8-K for the Registrant, filed March 8, 2022.)
10.4 Modification No. 1 to Base Agreement, dated as of January 26, 2022, by and between the Registrant and Advanced Technology International.
10.5** Modification No. 5 to Project Agreement, dated as of March 22, 2022, by and between the Registrant and Advanced Technology International.
10.6** Modification P00006 to Supply Agreement, dated as of February 24, 2022, by and between the Registrant and the U.S. Army Contracting Command, New Jersey.
31.1 Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
31.2 Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934.
32 Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350.
101 Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language ("Inline XBRL"): (i) the Registrant's Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021; (ii) the Registrant's Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended March 31, 2022 and 2021; (iii) the Registrant's Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2022 and 2021; (iv) the Registrant's Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2022 and 2021; and (v) the notes to the Registrant's Condensed Consolidated Financial Statements.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Certain of the exhibits and/or schedules to this exhibit were omitted in accordance with Item 601(a)(5) of Regulation S-K
** Certain confidential portions of this exhibit were omitted in accordance with Item 601(b)(10) of Regulation S-K
84
Table of Contents
SIGNATURE
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.
Date: May 4, 2022 By: /s/ Robert E. Landry
Robert E. Landry
Executive Vice President, Finance and
Chief Financial Officer
(Duly Authorized Officer)
85