Sarepta Therapeutics Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Sarepta Therapeutics, Inc. (the “Company”) on Thursday, June 5, 2025, at 10:00 A.M. EDT, to be held online at www.meetnow.global/MQTV9TC for the following purposes:

to elect, as Class II directors to hold office until the 2027 annual meeting of stockholders, or until their successors are earlier elected, the following director nominees: Richard J. Barry, M. Kathleen Behrens, Ph.D., Stephen L. Mayo, Ph.D., and Claude Nicaise, M.D.;

to hold an advisory vote to approve, on a non-binding basis, named executive officer compensation;

to approve an amendment to the Company’s 2018 Equity Incentive Plan (as amended on April 3, 2020, April 5, 2022 and April 6, 2023) (the “2018 Plan”) to increase the maximum aggregate number of shares of the Company's common stock that may be issued pursuant to awards granted under the 2018 Plan by 4,300,000 shares to 17,487,596 shares;

to approve an amendment to the Amended and Restated 2013 Employee Stock Purchase Plan (as amended and restated on June 27, 2016, and amended on June 6, 2019 and on June 8, 2023) (the “2016 ESPP”) to increase the number of shares of the Company's common stock authorized for issuance under the 2016 ESPP by 300,000 shares to 1,700,000 shares;

to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the current year ending December 31, 2025; and

to transact such other business as may properly come before the Annual Meeting, or any continuation, postponement or adjournment thereof.

The accompanying proxy statement describes these matters in more detail. We urge you to read this information carefully.

The Company has determined to hold a virtual annual meeting in order to facilitate stockholder attendance and participation by enabling stockholders to participate from any location and at no cost. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.meetnow.global/MQTV9TC. Details regarding how to attend the meeting online are more fully described in the accompanying proxy statement.

The Company’s board of directors (the “Board”) recommends a vote FOR the election of the director nominees (Proposal 1), FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 2), FOR the approval of an amendment to the 2018 Plan (Proposal 3), FOR the approval of an amendment to the 2016 ESPP (Proposal 4), and FOR the ratification of the selection of KPMG LLP as the Company’s independent registered public accountants (Proposal 5).

It is very important that your shares be represented and voted whether or not you plan to attend the virtual Annual Meeting.

You may vote on the Internet, by telephone, or by completing and mailing a proxy card or the form forwarded by your bank, broker or other holder of record. Voting over the Internet, by telephone, or by written proxy will ensure your shares are represented at the Annual Meeting. Please review the instructions on the proxy card, or the information forwarded by your bank, broker or other holder of record regarding each of these voting options. In addition, you may vote online during the Annual Meeting by following the instructions available on the meeting website during the meeting.

On behalf of the Board, I would like to express our appreciation for your support of the Company.

Sincerely,

Douglas S. Ingram

President and Chief Executive Officer

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, June 5, 2025

To the Stockholders of Sarepta Therapeutics, Inc.:

NOTICE IS HEREBY GIVEN that the 2025 annual meeting of stockholders (the “Annual Meeting”) of Sarepta Therapeutics, Inc., a Delaware corporation (the “Company”), will be held as a virtual meeting at www.meetnow.global/MQTV9TC on Thursday, June 5, 2025 at 10:00 A.M. EDT for the following purposes:

to elect, as Class II directors to hold office until the 2027 annual meeting of stockholders, or until their successors are earlier elected, the following director nominees: Richard J. Barry, M. Kathleen Behrens, Ph. D., Stephen L. Mayo, Ph.D., and Claude Nicaise, M.D;

to hold an advisory vote to approve, on a non-binding basis, named executive officer compensation;

to approve an amendment to the Company’s 2018 Equity Incentive Plan (as amended on April 3, 2020, April 5, 2022 and April 6, 2023) (the “2018 Plan”) to increase the maximum aggregate number of shares of the Company's common stock that may be issued pursuant to awards granted under the 2018 Plan by 4,300,000 shares to 17,487,596 shares;

to approve an amendment to the Amended and Restated 2013 Employee Stock Purchase Plan (as amended and restated on June 27, 2016, and amended on June 6, 2019 and on June 8, 2023) (the “2016 ESPP”) to increase the number of shares of the Company's common stock authorized for issuance under the 2016 ESPP by 300,000 shares to 1,700,000 shares;

to ratify the selection of KPMG LLP as the Company’s independent registered public accounting firm for the current year ending December 31, 2025; and

to transact such other business as may properly come before the Annual Meeting, or any continuation, postponement or adjournment thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. We are not aware of any other business to come before the Annual Meeting.

The Company’s board of directors has fixed the close of business on April 8, 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any continuation, postponement or adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on Thursday, June 5, 2025: Securities and Exchange Commission rules allow us to furnish proxy materials to our stockholders over the Internet. This proxy statement and our Annual Report to stockholders for the year ended December 31, 2024 are available at www.edocumentview.com/SRPT.

By Order of the Board of Directors,

Cristin L. Rothfuss

Executive Vice President, Chief General Counsel and Corporate Secretary

Cambridge, MA

WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE VOTE YOUR SHARES AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING.

TABLE OF CONTENTS

Forward-Looking Information

This proxy statement contains forward-looking statements or incorporates by reference forward-looking statements. Statements that are not purely historical are forward-looking statements. Forward-looking statements are often identified by words such as “believe,” “anticipate,” “expect,” “intend,” “plan,” “will,” “may,” “estimate,” “could,” “continue,” “ongoing,” “predict,” “potential,” “likely,” “seek” and other similar expressions, as well as variations or negatives of these words. These statements address expectations, projections of future results of operations or financial condition, or other “forward-looking” information. These statements relate to our future plans, objectives, expectations, intentions and financial performance and the assumptions that underlie these statements. These forward-looking statements include, but are not limited to, the potential outcome and significance of future clinical trials and collaborations and our intended treatment of future performance-based compensation.

We undertake no obligation to update any of the forward-looking statements contained herein, except as required by law or the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). We caution readers not to place undue reliance on forward-looking statements. Our actual results could differ materially from those discussed in this proxy statement. The forward-looking statements contained in this proxy statement are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements, including the risks, uncertainties and assumptions identified under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024.

PROXY STATEMENT FOR

THE SAREPTA THERAPEUTICS, INC. 2025 ANNUAL MEETING OF STOCKHOLDERS

INFORMATION CONCERNING VOTING AND SOLICITATION