Sarepta Therapeutics, Inc. Stock Compensation Disclosure

15. STOCK-BASED COMPENSATION

Equity Incentive Plan

In June 2018, the Company’s stockholders approved the 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan allows for the grant of stock options, stock appreciation rights (“SARs”), restricted stock awards (“RSAs”), restricted stock units ("RSUs"), performance shares ("PSAs") and performance units ("PSUs"). The 2018 Plan initially authorized 2.9 million shares of common stock to be issued and, in subsequent years, an aggregate 13.1 million shares of common stock were approved by the Company’s stockholders and added to the 2018 Plan. As of December 31, 2025, together with the roll-over shares from the Company’s 2011 Equity Incentive Plan, 1.8 million shares of common stock remain available for future grant under the 2018 Plan.

In March 2024, the Company initiated the 2024 Employment Commencement Incentive Plan (the “2024 Plan”). The 2024 Plan, which authorized 0.6 million shares of common stock to be issued, allows for the grant of stock options, SARs, RSAs, RSUs, PSAs and PSUs. In June 2024, there was an addition of 0.5 million shares to the 2024 Plan. As of December 31, 2025, 2.3 million shares of common stock remain available for future grant under the 2024 Plan.

In June 2013, the Company’s stockholders approved the 2013 Employee Stock Purchase Plan (the “2013 ESPP”) which authorized 0.3 million shares of common stock available to be issued. The 2013 ESPP was amended in 2016 and renamed as the 2016 ESPP. In subsequent years, the Company’s stockholders approved an aggregate of 1.4 million shares of common stock available for issuance under the 2016 ESPP. In August 2025, the Company suspended its 2016 ESPP as a result of increased volatility in the Company's stock price (the "ESPP Suspension") and, as a result, the 2016 ESPP is no longer active for future grants.

Stock Options

In general, stock options have a ten-year term and vest over a four-year period, with one-fourth of the underlying shares vesting on the first anniversary of the grant and 1/48th of the underlying shares vesting monthly thereafter, such that the underlying shares will be fully vested on the fourth anniversary of the grant, subject to the terms of the applicable plan under which they were granted.

The amounts estimated according to the Black-Scholes-Merton option-pricing model may not be indicative of the actual values realized upon the exercise of these options by the holders.

CEO Option Awards with Market Conditions

The Company granted its CEO 3,300,000 options with service and market conditions which were subject to a five-year cliff vesting schedule in July 2017 and, subsequently in April 2022, modified the vesting conditions of these options. The modification resulted in recognition of an aggregate incremental cost of $123.3 million, which was fully expensed by December 31, 2023. As of December 31, 2025, 2.2 million were vested and the remaining 1.1 million did not vest as the market conditions were not met by June 26, 2025.

Excluding the options with market and service conditions granted to the Company’s CEO, the remaining stock options granted during the periods presented in the table have only service-based criteria and vest over four years.

Restricted Stock Units

The Company grants RSUs to members of its board of directors and employees. In general, RSUs vest over four years, with one-fourth of the shares vesting on an annual basis, such that RSUs become fully vested at the fourth anniversary of their respective grant dates.

CEO Awards

On December 7, 2025, the Company granted its CEO 269,542 shares of time-based RSUs ("CEO Time-based Awards") with an aggregate grant date fair value of $6.0 million. These awards vest annually over the three-year period measured from the date of grant subject to the CEO's continued provision of services to the Company. The CEO Time-based Awards will be expensed on a straight-line basis through their attribution period.

Additionally, the Company granted its CEO 123,001 shares of PSUs and 146,541 shares of PSAs (collectively, "CEO Performance Awards") with an aggregate grant date fair value of approximately $2.7 million and $3.3 million, respectively. The CEO Performance Awards have a three-year cliff vesting period and are eligible to be earned based on the achievement of a certain financial performance goal over the measurement period between January 1, 2026 and December 31, 2027. Dependent upon the level

of performance achieved, the Company's CEO may be eligible to earn up to 200% of the target value of the CEO Performance Awards. The CEO Performance Awards will become fully vested on December 7, 2028, subject to the Company's CEO's continued provision of services to the Company over such period. When the applicable performance condition is considered probable of being achieved, the corresponding portion of the CEO Performance Awards will be expensed.

Approximately 3.4 million and 0.1 million RSUs granted in the year ended December 31, 2025 vest over two and three years, respectively. The remaining RSUs vest over four years. The weighted-average grant date fair value of RSUs granted during the years ended December 31, 2024 and 2023 was $129.31 and $151.20, respectively. The fair values of RSUs vested during the years ended December 31, 2025, 2024 and 2023 totaled $82.9 million, $86.9 million and $82.6 million, respectively.

During the year ended December 31, 2025, the Company granted the following PSUs:

As of December 31, 2025, the following PSUs became vested or eligible for vesting:

For the year ended December 31, 2025, the Company recorded approximately $12.2 million in stock-based compensation expense related to all PSUs, including PSUs vested in 2025 as well as PSUs outstanding at year-end. As of December 31, 2025, none of performance conditions associated with the remaining PSUs were probable of being achieved. Should these performance conditions become probable of being achieved, the Company will be required to record up to approximately $14.3 million in stock-based compensation expense.

The Company granted its CEO 146,541 PSAs whose performance condition is related to the achievement of a certain financial performance goal.

2016 Employee Stock Purchase Plan

Under the Company’s 2016 ESPP, participating employees purchase common stock through payroll deductions. The purchase price is equal to 85% of the lower of the closing price of the Company’s common stock on the first business day and the last business day of the relevant purchase period. In August 2025, the Company suspended its 2016 ESPP. As a result, the 2016 ESPP is no longer active for future grants. The following table summarizes the Company’s ESPP activity for each of the periods indicated:

Stock-based Compensation Expense

As of December 31, 2025, there was $218.0 million of total unrecognized stock-based compensation expense related to the Company’s stock-based compensation plans, including estimated forfeitures. The expense is expected to be recognized over a weighted-average period of approximately one years. Of this amount, $33.7 million relates to options with service conditions only, $14.3 million relates to PSUs with certain performance conditions not met, $3.2 million relates to PSAs with certain performance conditions not met and the remaining $166.8 million relates to restricted stock units with service conditions only.