Every material Form 8-K Biogen has filed with the SEC since May 01, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Biogen reported third quarter 2026 total revenue of $2.8 billion, up 11% from a year earlier, with the first full quarter of Apellis products contributing. GAAP diluted EPS was $(0.14) versus $3.17 a year earlier, mainly due to transaction-related charges, and non-GAAP diluted EPS fell to $2.62 from $4.81 after a $284 million acquired IPR&D, upfront and milestone expense. The company also raised the low end of its full year 2026 non-GAAP diluted EPS guidance to $12.20 to $13.00 from $12.00 to $13.00.
Total revenue $2.8 billion, up 11% year over year; Growth Portfolio revenue $1.26 billion, up 49%
GAAP diluted EPS $(0.14) vs. $3.17 a year earlier; non-GAAP diluted EPS $2.62 vs. $4.81
$284 million acquired IPR&D, upfront and milestone expense, primarily related to the RayThera Inc. acquisition
Full year 2026 non-GAAP diluted EPS guidance low end raised to $12.20 from $12.00; range now $12.20 to $13.00
Biogen reported second-quarter 2026 total revenue of $2.7 billion, up 3% from a year earlier, but diluted EPS fell sharply as deal-related charges and the Apellis acquisition weighed on results. The company cut its full-year 2026 Non-GAAP diluted EPS guidance to $12.00 to $13.00, down from $14.25 to $15.25 in April, which lowers the outlook for shareholders.
Q2 2026 GAAP diluted EPS was $0.66, down from $4.33 a year earlier; Non-GAAP diluted EPS was $3.60, down from $5.47
Full-year 2026 Non-GAAP diluted EPS guidance is $12.00 to $13.00, versus $14.25 to $15.25 reported in April
Full-year total revenue is now expected to rise by a mid-single-digit percentage in 2026 compared with 2025
Q2 2026 acquired IPR&D, upfront and milestone expense was $164 million, versus $47 million a year earlier
Biogen said its second-quarter 2026 GAAP and non-GAAP results will include about $164 million in pre-tax acquired in-process R&D, upfront and milestone expense, reducing diluted earnings per share by about $0.95. It also expects third-quarter charges of $290 million to $320 million, or $1.75 to $1.95 per diluted share, tied to potential milestones and transactions that have not yet closed. Shareholders face lower reported earnings in both quarters, and the second-quarter figures are preliminary.
Q2 2026 acquired IPR&D, upfront and milestone expense: about $164 million pre-tax, about $0.95 per diluted share
Q3 2026 expected expense: $290 million to $320 million, about $1.75 to $1.95 per diluted share
Q3 estimate relates to potential milestones and transactions that have not yet closed
Quarter ended June 30, 2026 results have not been finalized and may differ from these estimates
Biogen completed its acquisition of Apellis Pharmaceuticals on May 14, 2026, after about 82.4% of Apellis shares were tendered into its $41.00-per-share cash offer, plus one contingent value right per share worth up to $4.00 tied to SYFOVRE sales milestones. Biogen borrowed the full $2 billion under a new unsecured term loan on May 13, 2026, and used part of it to pay for the deal. Apellis's EMPAVELI and SYFOVRE products recorded $689 million in net product revenue in 2025, but the CVR payments depend on sales thresholds that may never be met.
Offer price: $41.00 per share in cash plus one CVR per share worth up to $4.00 in total
105,687,831 Apellis shares validly tendered, about 82.4% of shares outstanding at expiration
$2 billion unsecured term loan: $1 billion due May 12, 2027 (Tranche A) and $1 billion due May 12, 2028 (Tranche B)
EMPAVELI and SYFOVRE recorded $689 million in combined net product revenue in 2025
Biogen reported first quarter 2026 total revenue of $2.5 billion, up 2% year over year, and non-GAAP diluted EPS of $3.57, up 18%. The company lowered its full-year 2026 non-GAAP diluted EPS guidance to $14.25 to $15.25 from $15.25 to $16.25, citing an approximately $1.00 impact from acquired IPR&D charges, and said it plans to announce updated guidance including the proposed Apellis acquisition with its second quarter results.
Q1 2026 total revenue was $2,478 million, up 2% year over year; GAAP diluted EPS was $2.15, up 31%.
Full-year 2026 non-GAAP diluted EPS guidance is now $14.25 to $15.25, down from $15.25 to $16.25 in February 2026, excluding the Apellis transaction.
Biogen proposed acquiring Apellis Pharmaceuticals, subject to customary closing conditions, with closing expected in the second quarter of 2026.
First quarter cash flow from operations was approximately $646 million, and net debt was approximately $1.5 billion as of March 31, 2026.
Biogen said its first-quarter 2026 GAAP and non-GAAP results will include about $34 million in pre-tax acquired in-process research and development, upfront and milestone expense. The company said the charge will reduce net income per diluted share by about $0.19. Quarter results are not final and may differ from these preliminary estimates.
Expected pre-tax charge of approximately $34 million for acquired in-process R&D, upfront and milestone expense in Q1 2026
Estimated impact of approximately $0.19 per diluted share on both GAAP and non-GAAP net income
Quarter ended March 31, 2026 results have not been finalized and remain subject to closing procedures
Biogen signed a merger agreement on March 31, 2026 to acquire Apellis Pharmaceuticals through a tender offer. Apellis holders would receive $41.00 per share in cash plus one contingent value right worth up to $4.00 per share in milestone payments, and the deal does not require a financing condition or a stockholder vote. The deal would give Apellis shareholders a cash premium, and a $205 million termination fee applies in certain cases.
Upfront cash of $41.00 per Apellis share, plus one CVR paying up to $4.00 per share on milestones
Tender offer to remain open for 20 business days; the Offer must be completed by September 30, 2026 for either party to terminate
Apellis would owe Biogen a $205,000,000 termination fee in specified circumstances
Support stockholders holding about 14% of Apellis shares agreed to tender their shares
Biogen announced that Chief Legal Officer Susan H. Alexander will leave the company effective at the end of May 2026. The company has started a search for her successor, so shareholders will not yet know who will lead its legal function.
Susan H. Alexander, Chief Legal Officer, will depart effective at the end of May 2026.
Biogen has initiated a search to identify its next Chief Legal Officer.
The announcement was made March 11, 2026, in an SEC Form 8-K filing.
Biogen said Chair Caroline Dorsa will not stand for re-election to the Board at the 2026 Annual Meeting of Stockholders, and that her decision was not related to any disagreement with the Board or the Company. The Board also elected Dr. Maria C. Friere as Chair, effective after that meeting. The change in board leadership is a governance event that shareholders may want to note, but the filing contains no financial results.
Caroline Dorsa will not stand for re-election at the 2026 Annual Meeting of Stockholders
Filing states her decision was not related to any disagreement with the Board or the Company
Dr. Maria C. Friere elected Chair of the Board, effective after the Annual Meeting
Biogen reported fourth quarter 2025 revenue of $2.3 billion, down 7%, and a GAAP diluted loss of $(0.33) per share, compared with GAAP EPS of $1.83 a year earlier. For full year 2025, revenue rose 2% to $9.9 billion and non-GAAP diluted EPS was $15.28, above the company's $14.50 to $15.00 guidance range, though down 7% from $16.47. The company expects 2026 non-GAAP diluted EPS of $15.25 to $16.25 and a mid-single digit percentage revenue decline.
Q4 2025 total revenue was $2,279 million, down 7% year-over-year; non-GAAP diluted EPS was $1.99 versus $3.44 in Q4 2024.
Full year 2025 total revenue was $9.9 billion, up 2%; GAAP diluted EPS was $8.79 and non-GAAP diluted EPS was $15.28.
Full year 2026 guidance: non-GAAP diluted EPS of $15.25 to $16.25 and total revenue expected to decline by a mid-single digit percentage versus 2025.
Q4 2025 included approximately $131 million of GAAP other expense related to litigation matters.
Biogen said its fourth-quarter 2025 GAAP and non-GAAP results will include about $222 million in pre-tax acquired in-process R&D, upfront and milestone expense. The company said this charge will reduce fourth-quarter 2025 net income per diluted share by about $1.26. Results for the quarter are not final and may differ from these preliminary estimates.
Estimated pre-tax acquired in-process R&D, upfront and milestone expense: about $222 million for Q4 2025
Estimated impact on GAAP and non-GAAP net income per diluted share: about $1.26 reduction
Quarter ended December 31, 2025 results have not been finalized and are subject to closing procedures
Biogen reported third-quarter 2025 total revenue of $2.5 billion, up 3%, and non-GAAP diluted EPS of $4.81, up 18% from a year earlier. It lowered full-year 2025 non-GAAP diluted EPS guidance to $14.50 to $15.00 from $15.50 to $16.00 in July, citing an expected impact of about ($1.25) per share from business development transactions expected to close in the fourth quarter, partly offset by a $0.25 benefit from its outlook. For shareholders, quarterly results rose while expected full-year earnings per share fell.
Q3 2025 total revenue was $2,535 million, up 3% year over year; GAAP diluted EPS was $3.17, up 19%; non-GAAP diluted EPS was $4.81, up 18%.
Full-year 2025 non-GAAP diluted EPS guidance is $14.50 to $15.00, down from $15.50 to $16.00 in July (October 2025 update).
The EPS guidance cut reflects an approximately ($1.25) impact from business development transactions expected to close in Q4 2025, partly offset by a $0.25 benefit from a stronger business outlook.
Full-year 2025 total revenue guidance was raised to approximately flat to increasing 1% at constant currency, up from approximately flat.
Biogen said its preliminary third-quarter 2025 GAAP and non-GAAP results will include about $2 million pre-tax of acquired in-process research and development, upfront and milestone expense. The charge is expected to reduce diluted earnings per share by about $0.01, and the quarter's results have not been finalized.
Estimated pre-tax acquired IPR&D, upfront and milestone expense: about $2 million for Q3 2025
Expected impact on GAAP and non-GAAP diluted EPS: about ($0.01) per share
Quarter ended September 30, 2025 results are unaudited, not finalized, and could differ from these estimates
Biogen does not forecast this expense category due to the uncertain timing and size of such deals
Biogen reported second quarter 2025 revenue of $2.6 billion, up 7% from a year earlier, with GAAP diluted EPS of $4.33, up 8%, and non-GAAP diluted EPS of $5.47, up 4%. The company raised its full-year 2025 non-GAAP diluted EPS guidance to $15.50-$16.00 from $14.50-$15.50, and its revenue outlook to roughly flat at constant currency from a mid-single-digit decline, which points to higher expected earnings for shareholders.
Q2 2025 total revenue was $2,646 million, up 7% year over year; GAAP diluted EPS was $4.33 and non-GAAP diluted EPS was $5.47.
Full-year 2025 non-GAAP diluted EPS guidance was raised to $15.50-$16.00 from $14.50-$15.50, including a $0.87 benefit from a stronger outlook partly offset by a ~$0.12 impact from the City Therapeutics transaction.
Q2 results included about $47 million of acquired IPR&D, upfront and milestone expense, an approximately $0.26 per-share impact.
Biogen expects minimal contract manufacturing revenue in Q4 2025 due to planned plant maintenance and expects increased competitive pressure on ex-U.S. MS sales in the second half.
Biogen said its preliminary second-quarter 2025 GAAP and non-GAAP results will include about $46 million in pre-tax acquired in-process R&D, upfront and milestone expense. That charge is expected to reduce diluted earnings per share by about $0.26. Biogen also said the quarter's results have not been finalized and could differ from these estimates.
Estimated pre-tax acquired in-process R&D, upfront and milestone expense: about $46 million for the quarter ended June 30, 2025
Expected impact on GAAP and non-GAAP diluted EPS: about ($0.26) per share
Biogen does not forecast this expense because the timing and size of such deals are uncertain; Q2 results remain subject to closing procedures
Biogen reported first-quarter 2025 total revenue of $2.4 billion, up 6% from a year earlier, but non-GAAP diluted EPS fell 18% to $3.02 and GAAP diluted EPS fell 39% to $1.64. The company lowered its 2025 non-GAAP EPS guidance to $14.50 to $15.50 from $15.25 to $16.25, mainly due to a $165 million upfront payment to Stoke Therapeutics.
Q1 2025 total revenue was $2,431 million, up 6% year over year; product revenue was $1.7 billion, up 1% at actual currency.
Q1 2025 non-GAAP diluted EPS was $3.02 versus $3.67 a year earlier; GAAP diluted EPS was $1.64 versus $2.70.
Full-year 2025 non-GAAP diluted EPS guidance is $14.50 to $15.50, down from $15.25 to $16.25 in February 2025, reflecting a roughly $0.95 hit from the Stoke payment partly offset by a $0.20 foreign exchange benefit.
Biogen expects 2025 total revenue to decline by a mid-single digit percentage at constant currency versus 2024.
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