BIOMARIN PHARMACEUTICAL INC

(8)DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

The Company's forward contracts designated as hedging instruments have maturities up totwo years. The Company's forward contracts that are considered to be economic hedges that are not designated as hedging instruments have maturities up tothree months.

The following table summarizes the aggregate notional amounts for the Company’s derivatives outstanding as of the periods presented.

The fair value carrying amounts of the Company’s derivatives, as classified within the fair value hierarchy, were as follows:

(1) Refer to Note 1 to these Consolidated Financial Statements for additional information related to the Company’s fair value measurements.

The following tables summarize the impact of gains and losses from the Company's derivatives on its Consolidated Statements of Income for the periods presented.

As of December 31, 2025, the Company expects to reclassify unrealized losses of $12.9 million from AOCI to earnings as the forecasted revenue and operating expense transactions occur over the next twelve months. For additional discussion of balances in AOCI see Note 11 to these Consolidated Financial Statements.

(9)LEASES

The following table presents the Company’s ROU assets and lease liabilities for the periods presented.

Maturities of lease liabilities as of December 31, 2025 by fiscal year were as follows:

Lease costs associated with payments under the Company’s leases for the periods presented were as follows:

(1) Includes short-term leases and variable lease costs, both of which were not material in the periods presented.

The following table includes the weighted average remaining lease terms and the weighted average discount rate used to calculate the present value of the Company’s lease liabilities:

As of December 31, 2025, noleases were expected to commence that would create significant rights and obligations for the Company.

(10)DEBT

Convertible Notes

As of December 31, 2025, the Company had outstanding fixed-rate convertible notes for an undiscounted aggregate principal amount of $600.0 million. The following table summarizes information regarding the Company’s convertible notes:

(1)The fair value of the Company’s fixed-rate convertible debt is based on open market trades and is classified as Level 1 in the fair value hierarchy. See Note 1 to these Consolidated Financial Statements for additional discussion of fair value measurements.

Interest expense on the Company’s fixed-rate convertible debt consisted of the following:

2027 Notes

In May 2020, the Company issued $600.0 million in aggregate principal amount of senior subordinated unsecured convertible notes with a maturity date of May 15, 2027. The 2027 Notes were issued to the public at par value and bear interest at the rate of 1.25% per annum. Interest is payable semi-annually in cash in arrears on May 15 and November 15 of each year, beginning November 15, 2020. The 2027 Notes are convertible, at the option of the holder into shares of the Company’s common stock. The initial conversion rate for the 2027 Notes is 7.2743 shares per $1,000 principal amount of the 2027 Notes, which represents a conversion price of $137.47 per share, subject to adjustment under certain conditions. Following certain corporate transactions, the Company will, in certain circumstances, increase the conversion rate for a holder that elects to convert its 2027 Notes in connection with such corporate transactions by a number of additional shares of the Company’s common stock. A holder may convert fewer than all of such holder’s 2027 Notes so long as the amount of the 2027 Notes converted is an integral multiple of $1,000 principal amount. Net proceeds from the offering were $585.8 million. In connection with the issuance of the 2027 Notes, the Company recorded a discount on the 2027 Notes of $13.5 million, which will be accreted and recorded as additional interest expense over the life of the 2027 Notes.

The 2027 Notes are senior subordinated, unsecured obligations, and rank (i) subordinated in right of payment to the prior payment in full of all of the Company’s existing and future senior debt, (ii) equal in right of payment with the Company’s existing and future senior subordinated debt, (iii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated in right of payment to the notes, (vi) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness, and (v) structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Company is not a holder thereof) preferred equity, if any, of the Company’s subsidiaries. Upon the occurrence of a “fundamental change,” as defined in the indenture governing the 2027 Notes, the holders may require the Company to repurchase all or a portion of such holder’s 2027 Notes for cash at 100% of the principal amount of the 2027 Notes being purchased, plus any accrued and unpaid interest.

The offer and sale of the 2027 Notes and the shares of the Company’s common stock issuable upon conversion of the 2027 Notes have not been registered under the Securities Act or any state securities laws and the 2027 Notes were offered only to qualified institutional buyers as defined in Rule 144A under the Securities Act.

See Note 16 to these Consolidated Financial Statements for further discussion of the effect of conversion of the Company's convertible debt on earnings per common share.

Revolving Credit Facility

In August 2024, the Company entered into an unsecured revolving credit facility providing for $600.0 million in revolving loan commitments. The credit facility was intended to finance ongoing working capital needs and for other general corporate purposes. The credit facility contains financial covenants including a maximum total net leverage ratio and a minimum interest coverage ratio. The credit facility matures in August 2029. As of December 31, 2025, there wereno amounts outstanding under the credit facility and the Company was in compliance with all covenants.

(11)ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes changes in the accumulated balances for each component of AOCI, including current period other comprehensive income (loss) and reclassifications out of AOCI, for the periods presented.

(12)SEGMENT INFORMATION

The Company operates and is managed asone operating segment which derives revenue from activities related to the development and commercialization of innovative therapies for people with serious and life-threatening rare diseases and medical conditions.

The Company’s commercial organization is responsible for marketing its approved products worldwide. The Company’s R&D organization is responsible for research and discovery of new product candidates and supporting the development and registration efforts for potential new products. The Company’s technical operations group is responsible for the development of manufacturing processes, supplying clinical drug product, and the manufacturing and distribution of its commercial products. The Company is also supported by corporate staff functions.

The Company’s Chief Executive Officer as the CODM manages and allocates resources to the operations of the total company by assessing the overall level of resources available and how to best allocate them to support the Company’s long-term company-wide strategic goals. In making this decision, the CODM uses consolidated financial information for the purposes of evaluating performance, allocating resources, setting incentive compensation targets and planning and forecasting for future periods.

The key measure of segment profit or loss used by the CODM to allocate resources and assess the Company's performance is its Consolidated Net Income, as reported on the Consolidated Statements of Income. The CODM's analysis includes a comparison to budgeted results. Segment assets provided to the CODM are consistent with those reported on the Consolidated Balance Sheets with particular emphasis on the Company's available liquidity including cash, cash equivalents, investments, accounts receivable and inventory.

The following table includes information about segment revenue, significant segment expenses, and segment measure of profitability:

(1)Other segment expense, net, during the years ended December 31, 2025, 2024 and 2023 included Intangible Asset Amortization, Interest Income and Expense, Other Income (Expense), Net and Provision for Income Taxes. The year ended December 31, 2024 also included Gain on Sale of Nonfinancial Assets.

The following table presents Total Revenues and disaggregates Net Product Revenues by product.

The Company considers there to be revenue concentration risks for regions where Net Product Revenues exceed 10% of consolidated Net Product Revenues. The concentration of the Company’s Net Product Revenues within the regions below may have a material adverse effect on the Company’s revenues and results of operations if sales in the respective regions experience difficulties. The table below disaggregates total Net Product Revenues by geographic region, which is based on patient location for Company's commercial products sold directly by the Company, except for ALDURAZYME, which is distributed, marketed and sold exclusively by Sanofi worldwide.

The following table illustrates the percentage of the Company’s total Net Product Revenues attributed to the Company’s largest customers for the periods presented.

Long-lived assets, which consist of net property, plant and equipment and ROU assets are summarized by geographic region in the following table.

Concentration Information

On a consolidated basis, two customers accounted for 20% and 10% of the Company’s December 31, 2025 accounts receivable balance, respectively, compared to December 31, 2024 when two customers accounted for 20% and 11% of the accounts receivable balance, respectively. As of December 31, 2025 and 2024, the accounts receivable balance for Sanofi included $148.0 million and $96.8 million, respectively, of unbilled accounts receivable, which becomes payable to the Company when the product is sold through by Sanofi. The Company does not require collateral from its customers, but does perform periodic credit evaluations of its customers’ financial condition and requires prepayments in certain circumstances.

The Company is mindful that conditions in the current macroeconomic environment, such as inflation, changes in interest and foreign currency exchange rates, natural disasters, geopolitical instability, impact of new or increased tariffs and escalating trade tensions, regulatory uncertainty, and supply chain disruptions, could affect the Company’s ability to achieve its goals. In addition, the Company sells its products in countries that face economic volatility and weakness. Although the Company has historically collected receivables from customers in certain countries, sustained weakness or further deterioration of the local economies and currencies may cause customers in those countries to delay payment or be unable to pay for the Company’s products. The Company believes that the allowances for doubtful accounts related to these countries, if any, are adequate based on its analysis of the specific business circumstances and expectations of collection for each of the underlying accounts in these countries. The Company will continue to monitor these conditions and will attempt to adjust its business processes, as appropriate, to mitigate macroeconomic risks to its business.

(13)EQUITY COMPENSATION PLANS AND STOCK-BASED COMPENSATION

Equity Compensation Plans

Shares Available Under Equity Compensation Plans

As of December 31, 2025, an aggregate of approximately 54.9 million unissued shares were authorized for future issuance under the Company’s stock plans, which primarily includes shares issuable under the 2017 Equity Incentive Plan (2017 EIP) and the ESPP. Under the 2017 EIP, shares issued and outstanding under the Amended and Restated 2006 Share Incentive Plan (the 2006 Share Incentive Plan) and the 2017 EIP that expire or are forfeited generally become available for future issuance under the 2017 EIP. No additional awards will be granted under the 2006 Share Incentive Plan; however, there are vested awards outstanding under the 2006 Share Incentive Plan. The Company’s stock-based compensation plans are administered by the Company’s Board of Directors (the Board), or designated Committee thereof, which selects persons to receive awards and determines the number of shares subject to each award and the terms, conditions, performance measures and other provisions of the awards. See Note 1 to these Consolidated Financial Statements for discussion regarding the valuation of equity awards.

2017 Equity Incentive Plan

The 2017 EIP provides for awards of RSUs and stock options as well as other forms of equity compensation. RSUs granted to employees generally vest annually over a straight-line four-year period after the grant date. RSUs with Performance-based Vesting Conditions (PRSUs) and RSUs with market-based vesting conditions (base TSR-RSUs) generally vest over athree-year period on a cliff basis three years after the grant date. Stock option awards granted to employees generally vest over afour-year period on a cliff basis 12 months after the grant date and then monthly thereafter. The contractual term of stock option awards is generally 10 years from the grant date. As of December 31, 2025, approximately 43.1 million shares were authorized and reserved for future issuance under the 2017 EIP.

Employee Stock Purchase Plan

The ESPP was initially approved in June 2006, replacing the Company’s previous plan which was amended in June 2019. Under BioMarin’s ESPP, employees meeting specific employment qualifications are eligible to participate and can purchase shares on established dates (each purchase date) semi-annually through payroll deductions at the lower of 85% of the fair market value of the stock at the commencement of the offering period or each purchase date of the offering period. Each offering period will span up totwo years. The ESPP permits eligible employees to purchase common stock through payroll deductions for up to 10% of qualified compensation, up to an annual limit of $25,000. The ESPP is intended to qualify as an “employee stock purchase plan” under Section 423 of the Internal Revenue Code. During the year ended December 31, 2025, the Company issued 0.3 million shares under the ESPP. As of December 31, 2025, approximately 7.0 million shares were authorized and 2.0 million shares reserved for future issuance under the ESPP.

Board of Director Grants

On the date of the Company’s annual meeting of stockholders for a given year, each re-elected Independent Director receives an RSU grant valued at $400,000, with the number of RSUs to be granted calculated based on thethirty-day trailing average closing price of the Company’s common stock on the Nasdaq Global Select Market. The annual RSU grant for a director who has served for less than a year is prorated to the nearest quarter of the calendar year. The RSUs subject to the annual award vest in full on theone-year anniversary of the grant date, subject to each respective Director providing service to the Company through such vesting date. Upon election or appointment, a new Independent Director will receive an RSU grant on the same terms as the annual award, pro-rated for amount and vesting to the nearest quarter for the time such new Independent Director will serve prior to the Company’s next annual meeting of stockholders.

Stock-based Compensation

Stock-based compensation expense included on the Company’s Consolidated Statements of Income for all stock-based compensation arrangements was as follows:

Stock-based compensation of $27.2 million, $28.3 million and $21.7 million was capitalized into inventory for the years ended December 31, 2025, 2024 and 2023, respectively. Capitalized stock-based compensation is recognized in Cost of Sales when the related product is sold.

Restricted Stock Units

Restricted Stock Unit Awards with Service-Based Vesting Conditions

Below is a summary of activity related to RSUs with service-based vesting conditions for the year ended December 31, 2025:

The weighted-average grant date fair values per share of RSUs with service-based vesting granted during the years ended December 31, 2025, 2024 and 2023, was $68.23, $82.98 and $88.96, respectively. The total intrinsic values of restricted stock that vested and released in the years ended December 31, 2025, 2024 and 2023, was $114.3 million, $152.2 million and $149.8 million, respectively.

As of December 31, 2025, total unrecognized compensation cost related to unvested RSUs with service-based vesting conditions of $279.5 million was expected to be recognized over a weighted average period of 2.6 years.

Restricted Stock Unit Awards with Performance-based Vesting Conditions

Below is a summary of activity related to RSUs with vesting conditions based on performance targets for the year ended December 31, 2025:

The weighted-average grant date fair value of the PRSUs for the years ended December 31, 2025, 2024 and 2023, was $71.55, $81.27 and $89.22, respectively.

Non-vested PRSUs included grants with vesting contingent upon the achievement ofthree-year orfive-year performance targets for strategic goals, revenue growth or other internal financial measures. The awarded PRSUs vest over athree-year or afive-year service period on a cliff basis. The Company evaluated the targets in the context of its current long-range financial plan and its product candidate development pipeline to determine when attainment of each grant target was probable for accounting purposes. The number of shares that may be earned generally range between 50% and 200% of the base PRSUs granted.

As of December 31, 2025, total unrecognized compensation expense related to non-vested PRSUs of $5.5 million was expected to be recognized over a weighted average period of 1.6 years.

Restricted Stock Unit Awards with Market-based Vesting Conditions

The Compensation Committee and Board may grant base TSR-RSUs to certain executives. These base TSR-RSUs vest, if at all, in full following athree-year service period only if certain total shareholder return (TSR) results relative to the Nasdaq Biotechnology Index comparative companies are achieved. The number of shares that may be earned range between zero percent and 200% of the base TSR-RSUs with a ceiling achievement level of 100% of the base TSR-RSUs in the event the Company’s TSR is negative on an absolute basis.

Below is a summary of activity related to RSUs with market-based vesting conditions for the year ended December 31, 2025:

The grant date fair values and assumptions used to determine the fair value of TSR-RSUs on grant date during the periods presented were as follows:

As of December 31, 2025, total unrecognized compensation expense of $24.2 million related to base TSR-RSUs was expected to be recognized over a weighted average period of 2.1 years.

Stock Options and Purchase Rights

Stock Options

The following table summarizes activity under the Company’s stock option plans for the year ended December 31, 2025. All stock option grants presented in the table had exercise prices not less than the fair value of the underlying common stock on the grant date:

(1)The aggregate intrinsic value for outstanding options is calculated as the difference between the exercise price of the underlying awards and the quoted price of the Company’s common stock on the Nasdaq Global Select Market as of the last trading day for the respective year. The aggregate intrinsic value of options outstanding and exercisable includes options with an exercise price below $59.43, the closing price of the Company’s common stock on the Nasdaq Global Select Market on December 31, 2025.

The weighted-average grant date fair values of stock options granted in the years ended December 31, 2025, 2024 and 2023, were $30.06, $35.87 and $39.30, respectively. No options were exercised during the year ended December 31, 2025. The total intrinsic values of options exercised during the years ended December 31, 2024 and 2023, were $9.5 million and $25.9 million, respectively, determined as of the date of option exercise. Upon the exercise of the options, the Company issues new common stock from its authorized shares.

The assumptions used to estimate the per share fair value of stock options granted during the periods presented were as follows:

As of December 31, 2025, total unrecognized compensation cost related to unvested stock options of $34.6 million was expected to be recognized over a weighted average period of 2.5 years.

Stock Purchase Rights

The assumptions used to estimate the per share fair value of stock purchase rights granted under the ESPP were as follows:

As of December 31, 2025, total unrecognized compensation cost related to unvested stock purchase rights under the ESPP of $11.3 million was expected to be recognized over a weighted average period of 1.3 years.

(14)OTHER EMPLOYEE BENEFITS

401(k) Plan

The Company sponsors the BioMarin Retirement Savings Plan (the 401(k) Plan) for eligible U.S. employees. The Company pays the direct expenses of the 401(k) Plan and matches 100% of each participating employee’s eligible contributions, up to a maximum of the lesser of 6% of the employee’s annual compensation or the annual statutory contribution limit. The Company’s matching contribution vests immediately and was approximately $33.4 million, $34.4 million and $32.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.

Deferred Compensation Plan

The Company maintains the NQDC under which eligible directors and key employees may defer compensation. The NQDC prohibits the diversification of deferrals of Company stock. Company stock issued and held by the NQDC is accounted for similarly to treasury stock in that the fair value of the employer stock was determined on the grant date and the shares are issued into the NQDC when the restricted stock vests. The corresponding deferred compensation obligation is classified as equity with no changes in the fair value of Company stock held in the NQDC recognized in earnings. Other contributions held in the NQDC are classified as trading securities, recorded at fair value with the corresponding deferred compensation obligation classified as a liability and subsequent changes in the fair value of these non-BioMarin investments are recognized in earnings in the period they occur.

See Note 7 to these Consolidated Financial Statements for additional discussion on the fair value and presentation of the NQDC assets and liabilities.

(15)INCOME TAXES

The Provision for Income Taxes was based on Income before Income Taxes as follows:

The U.S. and foreign components of the Provision for Income Taxes were as follows:

The following is a reconciliation of the statutory federal income tax expense and rate to the Company’s effective tax rate for the year ended December 31, 2025:

(1) State taxes in Pennsylvania, Michigan and Illinois made up a simple majority (greater than 50%) of the tax effect in this category.

(2) Non-deductible IPR&D charges in 2025 of $45.7 million primarily related to the impact of a $221.0 million one-time, non-tax deductible charge for the acquisition of Inozyme Pharma, Inc. (Inozyme).

(3) Changes in unrecognized tax benefits for all jurisdictions are aggregated within this category.

The following is a reconciliation of the statutory federal income tax expense to the Company’s effective tax rate for the years ended December 31, 2024 and 2023:

(1)For the year ended December 31, 2024, the foreign rate differential included foreign local tax expense which was at an effective rate lower than the U.S. statutory rate offset by elimination of intercompany sales. For the year ended December 31, 2023, the foreign rate differential included foreign local tax expense which was at an effective rate lower than the U.S. statutory rate.

Cash paid for income taxes, net of refunds received, by jurisdiction for the year ended December 31, 2025, was as follows.

The significant components of the Company’s net deferred tax assets were as follows:

The increase in net deferred tax assets is primarily related to additional net operating loss carryforwards from Inozyme acquisition, capitalization of R&D expenses, impairment charges related to the divestiture of ROCTAVIAN, partially offset by valuation allowance related to acquired Inozyme net operating loss carryforwards, utilization of current year R&D credits and intangible asset amortization.

Valuation allowances are provided to reduce the amounts of the Company's deferred tax assets to an amount that is more likely than not to be realized based on an assessment of positive and negative evidence, including estimates of future taxable income necessary to realize future deductible amounts. At the end of each period, the Company will reassess the ability to realize its deferred tax benefits. If it is more likely than not that the Company would not realize the deferred tax benefits, a valuation allowance may need to be established against all or a portion of the deferred tax assets, which will result in a charge to tax expense.

In the third quarter of 2025, the Company determined that it is more likely than not that part of the deferred tax assets acquired in the Inozyme acquisition related to net operating losses and R&D credits will not be realized due to Section 382 limitations and state Separate Return Limitation Year (SRLY) rules and, therefore, a valuation allowance was recorded as part of the acquisition purchase accounting. In the third quarter of 2023, the Company determined that it is more likely than not that the deferred tax assets related to a future royalty stream will be realized. In making this determination, the Company analyzed both the consistent historical royalty earnings and the forecast of future royalty earnings and reached the conclusion that it was appropriate to release the valuation allowance reserve. The release is offset by an increase due to the Company’s expectation that state R&D credits generated will not be utilized.

As of December 31, 2025, the Company had the following net operating loss and tax credit carryforwards, which if not utilized, will expire as follows:

Not included in the table above are $191.3 million of state research credit carryovers that will carry forward indefinitely.

The Company’s net operating losses and credits could be subject to annual limitations due to ownership change limitations provided by Internal Revenue Code Section 382 and similar state provisions. An annual limitation could result in the expiration of net operating losses and tax credit carryforward before utilization. There are limitations on the tax attributes of acquired entities however, the Company does not believe the limitations will have a material impact on the utilization of the net operating losses or tax credits.

The financial statement recognition of the benefit for a tax position is dependent upon the benefit being more likely than not to be sustainable upon audit by the applicable taxing authority. If this threshold is met, the tax benefit is then measured and recognized at the largest amount that is greater than 50% likely of being realized upon ultimate settlement.

A reconciliation of the beginning and ending amount of unrecognized tax benefits for the years ended December 31, 2025 and 2024, is as follows:

Included in the balance of unrecognized tax benefits as of December 31, 2025 were potential benefits of $366.8 million that, if recognized, would affect the effective tax rate. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items in the income tax expense. The total amount of accrued interest and penalties was not significant as of December 31, 2025. The Company believes it will not have any material decreases in its previously unrecognized tax benefits within the next twelve months.

The Company files income tax returns in the U.S., Ireland and various foreign jurisdictions. The U.S. and foreign jurisdictions have statute of limitations ranging from three tofive years. However, carryforward tax attributes that were generated in 2022 and earlier may still be adjusted upon examination by tax authorities. The Company's 2022 federal income tax return is currently under audit by the IRS.

The Company has not provided U.S. federal and applicable foreign withholding income taxes on the undistributed earnings of certain foreign subsidiaries as such earnings are intended to be indefinitely reinvested outside the U.S. The Company is unable to reasonably estimate the amount of the unrecognized deferred tax liability associated with these undistributed earnings.

During the year ended December 31, 2025, the Company received distributions from its Irish Subsidiary’s previously taxed earnings and profits (PTEP). These distributions did not result in U.S. federal income taxes or Irish withholding taxes. Any related state income tax impact was estimated to be immaterial for the year ended December 31, 2025. Going forward, the Company intends to repatriate the Irish Subsidiary’s earnings to the extent that such repatriations are not restricted by local rulings, and do not incur substantial incremental costs.

(16)EARNINGS PER COMMON SHARE

Potentially issuable shares of common stock include shares issuable upon the exercise of outstanding employee stock option awards, common stock issuable under the Company’s ESPP, unvested RSUs and contingent issuances of common stock related to the Company's convertible debt.

The following table sets forth the computation of basic and diluted earnings per common share (common shares in thousands):

In addition to the equity instruments included in the table above, the table below presents potential shares of common stock that were excluded from the computation of diluted earnings per common share as they were anti-dilutive (in thousands):

(1) If converted, the Company would issue 4.4 million shares under the 2027 Notes and, for the year ended December 31, 2023, would have issued 4.0 million shares under the Company’s 2024 Notes, which matured and were settled in August 2024.

(17)LICENSE AND COLLABORATION AGREEMENTS

On October 1, 2015, the Company entered into an agreement with Ares Trading S.A. (Merck Serono) under which the Company acquired all global rights to KUVAN and PALYNZIQ from Merck Serono, with the exception of KUVAN in Japan. Previously, the Company had exclusive rights to KUVAN in the U.S. and Canada and PALYNZIQ in the U.S. and Japan. Pursuant to the agreement, if future sales milestones were met, the Company was obligated to pay Merck Serono up to a maximum of €60.0 million, all of which were met and paid as of December 31, 2023.

The Company is engaged in R&D collaborations with various other entities. These provide for sponsorship of R&D by the Company and may also provide for exclusive royalty-bearing intellectual property licenses or rights of first negotiation regarding licenses to intellectual property development under the collaborations. Typically, these agreements can be terminated for cause by either party upon written notice.

(18)COMMITMENTS AND CONTINGENCIES

Contingencies

From time to time the Company is involved in legal actions arising in the normal course of its business. The process of resolving matters through litigation or other means is inherently uncertain and it is possible that an unfavorable resolution of these matters could adversely affect the Company, its results of operations, financial condition or cash flows. The Company’s general practice is to expense legal fees as services are rendered in connection with legal matters, and to accrue for liabilities when losses are probable and reasonably estimable based on existing information. The Company accrues for the best estimate of a loss within a range; however, if no estimate in the range is better than any other, then the minimum amount in the range is accrued. Liabilities are evaluated and refined each reporting period as additional information is known. Any receivables for insurance recoveries for these liability claims are recorded as assets when it is probable that a recovery will be realized.

As first disclosed in its Annual Report on Form 10-K for the year ended December 31, 2023, the Company received a subpoena from the U.S. Department of Justice (DOJ) requesting that the Company produce certain documents regarding sponsored testing programs relating to VIMIZIM and NAGLAZYME. The Company has produced the requested documents in response to the subpoena and is cooperating fully. The Company is unable to make any assurances regarding the outcome of the investigation by the DOJ, or the impact, if any, that such investigation may have on the Company’s business and financial statements.

Other Commitments

The Company uses experts and laboratories at universities and other institutions to perform certain R&D activities. These amounts are included as R&D expense as services are provided. In the normal course of business, the Company enters into various firm purchase commitments primarily to procure active pharmaceutical ingredients, certain inventory-related items and certain third-party R&D services, production services and facility construction services. As of December 31, 2025, such commitments were estimated at $590.8 million, of which $354.1 million is expected to be paid in 2026 as underlying goods and services are received. The Company has also licensed technology from third parties, for which it is required to pay royalties upon future sales, subject to certain annual minimums.

(19)RESTRUCTURING

During the fourth quarter of 2025, the Company committed to a plan to voluntarily withdraw ROCTAVIAN from the market due to lower than previously anticipated commercial opportunities. In connection with this strategic decision, the Company recorded approximately $240.0 million of restructuring charges in 2025 primarily related to inventory and long-lived assets which will no longer provide an economic benefit to the Company. The impaired ROCTAVIAN long-lived assets included dedicated facilities, specialized equipment and intangible assets.

The inventory write-off was included in Cost of Sales, and the remaining restructuring charges were included in SG&A in the Company's Consolidated Statement of Income. Restructuring charges consisted of the following:

The restructuring related liabilities were not material as of December 31, 2025, and were recorded in Accounts Payable and Accrued Liabilities on the in the Company's Consolidated Balance Sheet.

(20)ACQUISITIONS

Asset Acquisition

On July 1, 2025, the Company completed its acquisition of Inozyme, a publicly traded clinical-stage biopharmaceutical company dedicated to developing innovative therapeutics, for a total consideration of approximately $285.0 million, net of cash acquired. Upon closing, Inozyme became a wholly-owned subsidiary of the Company.

The Company accounted for this transaction as an asset acquisition since substantially all of the fair value of the gross assets acquired was concentrated in a single identifiable IPR&D asset, BMN 401 (formerly INZ-701). The Company recognized the acquired assets and assumed liabilities based on the consideration paid, inclusive of transaction costs, on a relative fair value basis. As the acquired IPR&D does not have an alternative future use, the Company recorded approximately $221.0 million in acquired IPR&D expense related to the INZ-701 IPR&D asset during the third quarter of 2025. The IPR&D charge is included in R&D on the Company’s Consolidated Statements of Income.

The following summarizes the total consideration transferred and allocation to the assets acquired, liabilities assumed and acquired IPR&D:

Pending Acquisition

In December 2025, the Company entered into a definitive agreement to acquire Amicus Therapeutics, Inc. (Amicus), a publicly traded, global, biotechnology company for $14.50 per share in an all-cash transaction for a total consideration of approximately $4.8 billion. The pending acquisition is expected to strengthen the Company's commercial portfolio by addingtwo new therapies for the treatment of Fabry disease and late-onset Pompe disease. The transaction is expected to close in the second quarter of 2026, subject to regulatory clearances, approval by the stockholders of Amicus and other customary closing conditions. The accounting treatment as a business combination or asset acquisition will be determined in the period the transaction closes.

The Company intends to finance the transaction through a combination of cash on hand and non-convertible debt financing. In December 2025, the Company entered into a debt financing commitment letter and related fee letter with certain lenders, pursuant to which the lenders have committed to provide the Company with debt financing up to approximately $3.7 billion (the Bridge Commitment) in the form of 364-day senior secured bridge loan facility (Bridge Facility) for the pending acquisition of Amicus. In place of the Bridge Facility, the Company also expects to enter into a senior secured term loan facility and a new senior secured revolving credit facility in 2026 that will be executed prior to or concurrently with the closing of the pending Amicus acquisition. No amounts have been drawn or were outstanding under the Bridge Commitment as of December 31, 2025. The Company incurred approximately $22.8 million in commitment fees related to the Bridge Commitment that were deferred and included in Other Current Assets on the Consolidated Balance Sheet as of December 31, 2025.

(21)SUBSEQUENT EVENTS

In February 2026, the Company issued $850.0 million in aggregate principal amount of 5.5% senior unsecured notes due 2034 (the 2034 Notes), and the proceeds from the issuance were deposited into an escrow account that will be used to finance the pending acquisition of Amicus. In the event that the acquisition in not completed on or prior to December 19, 2026, or upon the occurrence of certain other events, the Company will be required to redeem all of the Notes at par and pay any accrued and unpaid interest. Subsequent to issuance of the 2034 Notes, the Bridge Facility was reduced from $3.7 billion to $2.8 billion.