REGENERON PHARMACEUTICALS, 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. )

REGENERON PHARMACEUTICALS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

A 35+ year journey with

a relentless

FOCUS ON

SCIENCE

Our commitment to patients extends

well beyond our labs. We are proud to

support the communities we serve, to

embrace a patient-centric culture, and

to hold the highest ethical standards

when it comes to patient well-being.

Our mission is to use the power of science to

bring new medicines to patients … over and

over again.

We are a leading biotechnology company that invents, develops,

and commercializes life-transforming medicines for people

with serious diseases. Regeneron’s medicines and pipeline

are designed to help patients with eye diseases, allergic and

inflammatory diseases, cancer, cardiovascular and metabolic

diseases, neurological diseases, hematologic conditions,

infectious diseases, and rare diseases.

Regeneron pushes the boundaries of scientific discovery and

accelerates drug development using our proprietary technologies.

We are shaping the next frontier of medicine with data-powered

insights and pioneering genetic medicine platforms, enabling us to

identify innovative targets and complementary approaches to

potentially treat or cure diseases.

2025 At-a-Glance

Financial Strength

•$14.3B in 2025 revenues•4 currently marketed blockbuster medicines: Dupixent® (dupilumab), EYLEA HD® (aflibercept) Injection 8 mg, EYLEA® (aflibercept) Injection, and Libtayo® (cemiplimab)•Dupixent: >1.4M patients actively treated globally; $17.8B in 2025 global net product sales (recorded by our collaborator Sanofi)•Retinal franchise (EYLEA HD and EYLEA): $7.9B in 2025 global net product sales (ex-U.S. sales of $3.5B recorded by our collaborator Bayer)•Libtayo: $1.5B in 2025 global net product sales

Investing for Growth

•$5.9B invested in R&D in 2025, representing ~41% of total revenues•~$6.6B anticipated R&D investment in 2026•$9B committed to ongoing/upcoming U.S. manufacturing and R&D infrastructure expansion•$3.8B returned to shareholders through share repurchases and dividends in 2025

Innovation Engine

•Nearly 50 clinical candidates across six therapeutic areas•Advancing clinical programs with near-term impact in immunology and inflammation, cancer, hematology, neurology, cardiovascular and metabolic diseases, and rare diseases•15 internally developed medicines approved or authorized over past ~15 years•R&D powered by proprietary VelociSuite® technologies and the Regeneron Genetics Center®

Responsibility

•Achieved or exceeded nearly all of our 2025 responsibility goals •10 years of our flagship social impact programs, the Regeneron Science Talent Search and Day for Doing Good•Donated up to 500 doses of our Ebola medicine to the World Health Organization for use in countries most at risk•Debuted 2030 responsibility goals focused on advancing our mission

Letter to Shareholders

George D. Yancopoulos,

M.D., Ph.D.

Leonard S. Schleifer,

M.D., Ph.D

DEAR FELLOW SHAREHOLDERS,

Regeneron’s future is more promising than ever, and we remain true to what has set us apart from the beginning: a deep

scientific focus, a commitment to developing novel, disruptive technologies that deliver real-world impact, and a relentless drive to

continue to push the boundaries that currently limit progress and patient benefit.

With a high-performing commercial portfolio, a highly productive research and development (“R&D”) effort that has generated

nearly 50 novel drug candidates currently in clinical development, disciplined capital allocation, and a talented workforce, we are

poised to deliver multiple new breakthrough medicines in the coming years and help even more people in need.

For Regeneron to continue to succeed, we must also understand and acknowledge the broader forces shaping our industry. For

many years, the biopharma industry has been under attack regarding affordability of drugs for the average person. While this is a

critical issue that needs solving, it should not overshadow the tremendous overall burden healthcare imposes on our society and

economic system: U.S. healthcare spending currently accounts for almost 20% of the Gross Domestic Product (GDP), only a

small fraction of which is spent on medicines, and is estimated to grow substantially as the population ages and inadequately

treated chronic diseases become more prevalent. Devoting so much of our economy to healthcare is simply unsustainable and

threatens not only our entire economic system but our way of life. The only solution is disruptive innovation – improving the

efficiency of preventative and interventional healthcare delivery while developing new medicines that can effectively reduce

disease burden. Achieving this requires the right incentives and environment, including sustained investment in and support for a

robust biotech ecosystem, as well as efforts to educate and attract the best and the brightest minds to address the looming

existential crisis.

The United States has long been the world leader in healthcare innovation, particularly in drug discovery. That leadership has

been threatened as other developed countries benefit from U.S. innovation without contributing their fair share of the cost. More

recently, the industry faces growing competition from China, driven by increased government investment and support for its

biotech sector and efforts to streamline regulatory inefficiencies.

For more than a decade, we have argued that one approach to improving affordability in the United States is to compel other

developed nations to contribute an equitable share of the cost of innovation. Decreasing the price of drugs in the United States,

without raising prices for other developed nations, would eventually result in a substantial decrease in the enormous and risky

investments required to discover and develop them. For this reason, we have supported the Administration’s efforts to promote a

more balanced sharing of costs for medicines other developed countries rely upon. We are encouraged by initial progress on this

front, including our recently announced “Most Favored Nation” agreement and similar agreements from biopharma peers, which

we believe offer an important step forward while still supporting innovation within the robust American biotechnology industry.

Just as urgently, the United States must dramatically increase investment to meet the challenge posed by China’s rapidly

expanding biomedical ambitions. China is investing heavily and strategically in drug discovery and development, and the United

States’ leadership position, which was built over decades through sustained public and private investment, cannot be taken for

granted. Rather than vilifying the biopharmaceutical industry, we urge policymakers, regulators, and the public to recognize what

is truly at stake: America’s ability to remain the world’s main driver of the scientific and medical progress that will deliver the many

novel treatments our aging population will require. Much of healthcare R&D is funded by the profits of our industry – if we lose

those profits to China, R&D investment and progress in the United States would grind to a halt.

To sustain R&D innovation, we can no longer accept the inefficiencies and delays in the complex clinical development process

that often takes 5-10 years to bring an important new medicine to patients. We must find ways to make the regulatory process for

new medicines more efficient, while remaining rigorous and patient-focused. We believe the U.S. Food and Drug Administration

(“FDA”) has taken recent steps to this end, and we look forward to continued interactions to further our shared goal of bringing

safe and effective medicines to people in need as quickly as possible.

In addition, we need to remain leaders in the high-tech manufacturing of biopharmaceuticals. Regeneron advocated in front of

Congress in 2014 for increased focus and investment on large-scale domestic biopharmaceutical manufacturing capacity, in

anticipation of future biologic threats. The COVID-19 crisis brought this warning to bear. We are encouraged by recent efforts of

the Administration to incentivize increased investment in such domestic capabilities, and Regeneron has continued to expand our

own capacity in the United States.

Finally, we cannot ignore that disruptive innovation depends on people – and this nation must do more to find, educate, and

attract the best and the brightest of the next generation to tackle the most important problems. We are trying to do our part at

Regeneron. Like many of our country’s leading innovators, both of us got our start participating in high school science

competitions – and we are proud that Regeneron is now the sponsor of the world’s premier high school competitions that first

engaged us – the Regeneron Science Talent Search and the Regeneron International Science and Engineering Fair.

Regeneron’s nimble, data-focused, and creative culture makes us perfectly suited to thrive in today’s dynamic landscape. Our

history has been distinguished by the pioneering of new technologies that made us leaders in many of the major fields that have

revolutionized the biotechnology industry: from our soluble receptor (or Trap) technology that delivered EYLEA HD® (aflibercept)

Injection 8 mg and EYLEA® (aflibercept) Injection, to our VelocImmune® technology (utilizing mice with genetically-humanized

immune systems) that delivered Dupixent® (dupilumab) and Libtayo® (cemiplimab) and helped us become leaders in the human

antibody space, to our bispecific technologies that delivered Lynozyfic® (linvoseltamab) and Ordspono® (odronextamab), to our

advances in human sequencing and genetic medicines that are delivering new breakthroughs such as Otarmeni™ (lunsotogene

parvec-cwha), which was recently approved by the FDA for genetic hearing loss.

Altogether, our team and technologies have delivered 15 approved or authorized medicines since our inception, averaging nearly

one new product launch per year over the past 15 years (including several “blockbusters”) and representing industry-leading in-

house productivity. We have an ever-expanding toolkit of therapeutic modalities to help us solve some of the toughest healthcare

challenges, often through novel and creative combinatorial therapeutic approaches. In addition, over the last decade, we have

made enormous investments to build the world’s largest collection of “big data” in which de-identified electronic health records

(“EHRs”) are linked to molecular data (DNA sequence and proteomics data). While artificial intelligence (“AI”) offers enormous

potential, it depends on large, high-quality datasets, and integrating those data with AI is already accelerating our drug discovery

and development efforts.

At the core of these capabilities is the best team in the industry, bringing a broad array of expertise and shared focus on patient

impact, which gives us confidence that we will continue our track record of remarkable productivity.

In 2026, we look to maximize commercial and pipeline opportunities as we enhance our focus on speed and operational

efficiency. We are building on our foundation with long-term investments in science, capabilities, and people, including by

integrating new digital technologies (such as AI), expanding our manufacturing footprint, and advancing a broad range of

therapeutics and targets to create new possibilities for patients in need.

Our ability to continuously push the boundaries that currently limit biotechnology is reflected in our first approved gene therapy,

Otarmeni, for people born with an ultra-rare condition resulting in severe-to-profound hearing loss due to variants of the otoferlin

gene. Otarmeni was selected by the FDA to receive a National Priority Voucher intended to dramatically accelerate the review

and approval process for crucial, high-priority new medicines. Many of the children treated with Otarmeni in our clinical trial went

from having profound hearing loss to normal or near-normal natural hearing. This achievement reminds us of the power of

science and the very real impact we make on people’s lives.

Moreover, we are proud to provide this groundbreaking new gene therapy for free in the United States, an unprecedented offering

that demonstrates how Regeneron is a very different type of company – and is willing to do things that few others would even

consider – to further our goal of making a difference in people’s lives.

Advances like Otarmeni remind us why we do what we do and inspire us for what is to come. We have already built one of the

industry’s most successful commercial portfolios and promising clinical pipelines, and we are just getting started. We are

committed to doing our part to keep Regeneron and America the undisputed leader in scientific and biomedical innovation, and

we thank you for your continued trust and partnership in this journey.

Sincerely,

REGENERON PHARMACEUTICALS, INC.777 Old Saw Mill River RoadTarrytown, New York 10591-6707

Notice of Annual Meeting

of Shareholders

The 2026 Annual Meeting of Shareholders of Regeneron Pharmaceuticals, Inc. (the “Company”) will be held on

Friday, June 12, 2026, commencing at 10:30 a.m., Eastern Time, virtually via the Internet at

www.virtualshareholdermeeting.com/REGN2026, for the following purposes:

The board of directors has fixed the close of business on April 14, 2026 as the record date for determining shareholders

entitled to notice of, and to vote at, the Annual Meeting and at any adjournment(s) or postponement(s) thereof.

Pursuant to the rules of the U.S. Securities and Exchange Commission, we have elected to use the “Notice and Access”

method of providing our proxy materials over the Internet. Accordingly, we will mail, beginning on or about April 24, 2026,

a Notice of Internet Availability of Proxy Materials to our shareholders of record and beneficial owners as of the record

date (other than (i) those who previously elected to receive proxy materials by e-mail, (ii) those who have previously asked

to receive paper copies of the proxy materials, and (iii) shareholders who participate and hold shares of common stock in

the Regeneron Pharmaceuticals, Inc. 401(k) Savings Plan or the Regeneron Ireland Share Participation Plan). As of the

date of mailing of the Notice of Internet Availability of Proxy Materials, all shareholders and beneficial owners will have the

ability to access all of the proxy materials on a website referenced in the Notice of Internet Availability of Proxy Materials.

The Notice of Internet Availability of Proxy Materials also contains a toll-free telephone number, an e-mail address, and a

website where shareholders can request a paper or electronic copy of the proxy statement, our 2025 annual report, and/or

a form of proxy relating to the Annual Meeting. These materials are available free of charge. The Notice of Internet

Availability of Proxy Materials also contains information on how to access and vote the form of proxy.

We have opted to hold the Annual Meeting as a virtual-only meeting, which means that you will not be able to attend the

Annual Meeting in person. All shareholders will be able to attend the Annual Meeting and participate electronically, which

will allow them to vote their shares on the date of the Annual Meeting and ask questions during the meeting. We have

designed the format of the Annual Meeting to ensure that shareholders are afforded similar rights and opportunities to

participate as they would at an in-person meeting.

As Authorized by the Board of Directors,

Joseph J. LaRosa

Executive Vice President, General Counsel and Secretary

April 24, 2026

Table of Contents

NOTE REGARDING FORWARD-LOOKING STATEMENTS AND NON-GAAP FINANCIAL MEASURES: See Appendix

A for important information regarding forward-looking statements and financial measures not calculated in accordance

with U.S. Generally Accepted Accounting Principles contained in this proxy statement.

NOTE REGARDING TRADEMARKS AND PRODUCT NAMES: “ARCALYST®,” “Evkeeza®,” “EYLEA®,” “EYLEA HD®,”

“Inmazeb®,” “Libtayo®,” Lynozyfic®," "Ordspono™,” “Otarmeni™,” “Praluent®” (in the United States), “REGEN-COV®,”

Regeneron®,” “Regeneron Genetics Center®,” “RGC®,” “Veopoz®,” “VelociGene®,” “VelocImmune®,” and “ZALTRAP®” are

trademarks of Regeneron Pharmaceuticals, Inc. (“Regeneron”). This proxy statement refers to products marketed or

otherwise commercialized by Regeneron, its collaborators, and other parties. Consult the product label in each territory for

specific information about such products.