Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of E quity Securities and Use of Proceeds.
The following table contains information regarding our purchases of our common stock during the quarter.
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of Shares Purchased
Average Price Paid per Share
Total Number of Shares Purchased as Part of Publicly announced Plans or Programs (a)
Approximate Dollar Value (in thousands) of Shares that May Yet Be Purchased Under the Plans or Programs (a)
April 1-30, 2025
—
$
—
—
$
500,000
May 1-31, 2025
650,876
38.41
650,876
475,000
June 1-30, 2025
—
—
—
475,000
Total
650,876
$
38.41
650,876
(a) All Common Stock repurchases during the quarter were made under the November 2024 authorization from our Board of Directors to purchase up to $500.0 million of our outstanding Common Stock. See Note 10, Equity to our unaudited condensed consolidated financial statements included in this Quarterly Report for additional information.
Repurchases under the authorized stock repurchase program may be made using a variety of methods, which may include, but are not limited to, open market purchases, privately negotiated transactions, accelerated share repurchase agreements or purchases pursuant to a Rule 10b5-1 plan under the Securities Exchange Act of 1934, as amended. The authorization from our Board expires in May 2026 and may be suspended, delayed or discontinued at any time.
Item 3. Defaults Upon Seni or Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Oth er Information.
During the six months ended June 30, 2025 , no director or officer (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated contracts, instructions or written plans for the purchase or sale of our securities that are intended to satisfy the conditions specified in Rule 10b5-1(c) under the Exchange Act for an affirmative defense against liability for trading in securities on the basis of material nonpublic information.
Item 6. E xhibits.
83
The exhibits listed on the Exhibit Index immediately preceding such exhibits, which is incorporated herein by reference, are filed or furnished as part of this Quarterly Report on Form 10-Q.
EXHIBIT INDEX
Incorporated by Reference to
Filings Indicated
Exhibit
Number
Exhibit Description
Form
File
No.
Exhibit
Filing
Date
Provided
Herewith
3.1
Amended and Restated Certificate of Incorporation.
8-K12B
001-14895
3.1
6/6/13
3.2
Amendment to the Amended and Restated Certificate of Incorporation .
8-K
001-14895
3.1
6/30/15
3.3
Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Sarepta Therapeutics, Inc.
8-K
001-14895
3.1
6/8/20
3.4
Second Amended and Restated Bylaws
8-K
001-14895
3.1
12/13/22
3.5
Amendment No. 1 to the Second Amended and Restated Bylaws
8-K
001-14895
3.1
9/16/24
10.1
Amendment No. 4 to the Sarepta Therapeutics, Inc. 2018 Equity Incentive Plan
8-K
001-14895
10.1
6/6/25
10.2
Amendment No. 3 to the Sarepta Therapeutics, Inc. Amended and Restated 2013 Employee Stock Purchase Plan
8-K
001-14895
10.2
6/6/25
31.1
Certification of the Company’s Principal Executive Officer, Douglas S. Ingram, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
31.2
Certification of the Company’s Principal Financial and Accounting Officer, Ryan Wong, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
X
32.1**
Certification of the Company’s Principal Executive Officer, Douglas S. Ingram, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2**
Certification of the Company’s Principal Financial and Accounting Officer, Ryan Wong, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document
X
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
X
104
Cover page formatted as Inline XBRL and contained in Exhibit 101
X
Indicates management contract or compensatory plan, contract or arrangement.
* Certain identified information has been excluded from the exhibit.
** The Certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are not deemed filed with the SEC and are not to be incorporated by reference into any filings of Sarepta Therapeutics, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.
84
SIGNA TURES
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.
SAREPTA THERAPEUTICS, INC.
(Registrant)
Date: August 6, 2025
By:
/s/ DOUGLAS S. INGRAM
Douglas S. Ingram
Chief Executive Officer
(Principal Executive Officer)
Date: August 6, 2025
By:
/s/ RYAN H. WONG
Ryan H. Wong
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
85
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.