| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sarepta Therapeutics, Inc. [ SRPT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/18/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Convertible Senior Notes | $141.97 | 12/18/2025(1) | D | $20,000,000 | (2) | (2) | Common Stock | 140,875(2) | (1) | $0 | I | By Revocable Trust | |||
| Convertible Senior Notes | $60 | 12/18/2025(1) | A | $20,000,000 | (3) | (3) | Common Stock | 333,333(3) | (1) | $20,000,000 | I | By Revocable Trust | |||
| Explanation of Responses: |
| 1. On December 10, 2025, the Reporting Person and the Company entered into an exchange agreement related to the exchange by the Reporting Person of $20,000,000 in aggregate principal amount of the Company's 1.25% Convertible Senior Notes due 2027 (the "2027 Notes") for a combination of (i) $20,000,000 in aggregate principal amount of the Company's 4.875% Convertible Senior Notes due 2030 (the "2030 Notes") and (ii) $2,170,006.66 in cash in a private exchange with the Company. The exchange closed on December 18, 2025. |
| 2. The 2027 Notes are convertible at the election of the holder at any time prior to the close of business on the business day immediately preceding March 15, 2027, provided that certain convertibility conditions are met. On or after March 15, 2027 until the close of business on the second scheduled trading day immediately preceding the maturity date (September 15, 2027), holders may convert their notes at any time, regardless of the foregoing circumstances. Any conversion of the 2027 Notes may be settled in shares of Common Stock, cash or a combination of cash and shares of Common Stock at the Company's election. |
| 3. The 2030 Notes are convertible at the election of the holder at any time prior to the close of business on the business day immediately preceding March 1, 2030, provided that certain convertibility conditions are met. On or after March 1, 2030 until the close of business on the second scheduled trading day immediately preceding the maturity date (August 29, 2030), holders may convert their notes at any time, regardless of the foregoing circumstances. Any conversion of the 2030 Notes may be settled in shares of Common Stock, cash or a combination of cash and shares of Common Stock at the Company's election. |
| /s/ Cristin L. Rothfuss, as Attorney-in-Fact for Michael Andrew Chambers | 12/19/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||