BIOMARIN PHARMACEUTICAL INC (0001048477) (Filer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 6, 2026

BioMarin Pharmaceutical Inc.

(Exact name of registrant as specified in its charter)

(415) 506-6700

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition

Estimated Financial Impact of the Alesta Acquisition

In connection with its acquisition of Alesta Therapeutics B.V. (Alesta), a Dutch private limited liability company (besloten vennootschap met beperkte aansprakelijkheid), which was completed on August 31, 2026, BioMarin Pharmaceutical Inc. (BioMarin) expects its GAAP and non-GAAP financial results for the third quarter of 2026 to include pre-tax charges of approximately $283 million of acquired in-process research and development (IPR&D) expense. The IPR&D charge and the ongoing operating expenses represent an unfavorable impact of approximately $1.50 to both GAAP Diluted earnings per share (EPS) and Non-GAAP Diluted EPS for the third quarter of 2026.

While acquired IPR&D charges may be incurred upon execution of acquisitions, collaborations, licensing agreements, and other business development transactions, BioMarin does not forecast acquired IPR&D charges because the occurrence, magnitude, and timing of these transactions are inherently uncertain. Accordingly, BioMarin’s full-year 2026 guidance previously announced on August 6, 2026, did not reflect the acquisition of Alesta. BioMarin expects the acquisition to result in total pre-tax charges of approximately $320 million for the full year 2026, consisting of the acquired IPR&D charges mentioned above and ongoing operating expenses, including transaction and transition costs. These charges represent an unfavorable impact of approximately $1.55 to both GAAP Diluted EPS and Non-GAAP Diluted EPS for the full year 2026. BioMarin expects to provide updated full-year 2026 guidance in connection with its third quarter 2026 financial results.

BioMarin’s results for the quarter ended September 30, 2026, have not been finalized and are subject to BioMarin’s financial statement closing procedures. There can be no assurance that actual results will not differ from the preliminary estimates described herein. The preliminary, unaudited financial information in this Current Report on Form 8-K (this Report) does not present all information necessary for a complete understanding of BioMarin’s results for the quarter ended September 30, 2026, and should not be viewed as a substitute for full financial statements prepared in accordance with GAAP.

The information in this Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities under that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the Securities Act), nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Forward-Looking Statements

This Report contains forward-looking statements about, among other things, BioMarin’s anticipated charges related to the acquisition of Alesta, including acquired IPR&D charges and ongoing operational expenses, for the quarter ended September 30, 2026, and for the full year 2026, the related impact to BioMarin’s GAAP Diluted EPS and Non-GAAP Diluted EPS for such periods, and BioMarin's expectation to provide updated full-year 2026 guidance. These forward-looking statements are predictions and involve risks and uncertainties such that actual results may differ materially from these statements. These risks and uncertainties include, among others, additional procedures BioMarin will undertake to finalize its results for the period that could result in changes to BioMarin's preliminary estimates described herein and those detailed in BioMarin’s filings with the Securities and Exchange Commission, including, without limitation, the factors contained under the caption “Risk Factors” in BioMarin’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, as such factors may be updated by any subsequent reports. Investors are urged not to place undue reliance on forward-looking statements, which speak only as of the date hereof. BioMarin is under no obligation, and expressly disclaims any obligation, to update or alter any forward-looking statement, whether as a result of new information, future events or otherwise.

Non-GAAP Information

This Report references Non-GAAP Diluted EPS, which is a financial measure that is not calculated in accordance with GAAP. Non-GAAP Diluted EPS is defined by BioMarin as Non-GAAP Income (Loss) divided by Non-GAAP Weighted-Average Diluted Shares Outstanding. Non-GAAP Weighted-Average Diluted Shares Outstanding is defined by BioMarin as GAAP Weighted-Average Diluted Shares Outstanding, adjusted to include any common shares issuable under BioMarin’s equity plans or convertible debt in periods when they are dilutive under Non-GAAP. Non-GAAP Income (Loss) is defined by BioMarin as GAAP Net Income (Loss) excluding amortization, stock-based compensation expense and, in certain periods, certain other specified items. BioMarin also includes a Non-GAAP adjustment for the estimated tax impact of the reconciling items. BioMarin regularly uses both GAAP and Non-GAAP results and expectations internally to assess its financial operating performance and evaluate key business decisions related to its principal business activities: the discovery, development, manufacture, marketing and sale of innovative biologic therapies. Because such Non-GAAP metrics are important internal measurements for BioMarin, BioMarin believes that providing this information in conjunction with BioMarin’s GAAP information enhances investors’ and analysts’ ability to meaningfully compare BioMarin’s results from period to period and to its forward-looking guidance, and to identify operating trends in BioMarin’s principal business. Non-GAAP financial measures are not meant to be considered in isolation or as a substitute for, or superior to, comparable GAAP measures and should be read in conjunction with the consolidated financial information prepared in accordance with GAAP. Investors should note that the Non-GAAP information is not prepared under any comprehensive set of accounting rules or principles and does not reflect all of the amounts associated with BioMarin’s results of operations as determined in accordance with GAAP. Investors should also note that these Non-GAAP financial measures have no standardized meaning prescribed by GAAP and, therefore, have limits in their usefulness to investors. In addition, from time to time in the future there may be other items that BioMarin may exclude for purposes of its Non-GAAP financial measures;

likewise, BioMarin may in the future cease to exclude items that it has historically excluded for purposes of its Non-GAAP financial measures. Because of the non-standardized definitions, the Non-GAAP financial measure as used by BioMarin in this Report may be calculated differently from, and therefore may not be directly comparable to, similarly titled measures used by other companies. BioMarin does not provide a reconciliation of forward-looking Non-GAAP financial measures to the most directly comparable GAAP reported financial measures because the company is unable to predict with reasonable certainty the financial impact of changes resulting from its strategic portfolio and business operating model reviews; potential future asset impairments; gains and losses on investments; and other unusual gains and losses without unreasonable effort. These items are uncertain, depend on various factors, and could have a material impact on GAAP reported results for the guidance period. As such, any reconciliations provided would imply a degree of precision that could be confusing or misleading to investors.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.