S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-8 1 d113264ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on August 6, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

BIOMARIN PHARMACEUTICAL INC.

(Exact name of registrant as specified in its charter)

Delaware

68-0397820

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

770 Lindaro Street

San Rafael, CA 94901

(Address of principal executive offices) (Zip code)

BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended

Amicus Therapeutics, Inc. 2025 Equity Incentive Plan

(Full title of the plan)

G. Eric Davis

Executive Vice President, Chief Legal Officer and Secretary

BioMarin Pharmaceutical Inc.

770 Lindaro Street

San Rafael, California 94901

(415) 506-6700

(Name and address of agent for service) (Telephone number, including area code, of agent for service)

Copies to:

Chadwick Mills

Siana E. Lowrey

Julia Boesch

Cooley LLP

3 Embarcadero Center

20th Floor

San Francisco, CA 94111-4004

(415) 693-2000

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On June 2, 2026, the stockholders of BioMarin Pharmaceutical Inc. (“BioMarin” or the “Registrant”) approved an amendment to the BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended (the “2017 Plan”) to increase the number of shares of the Registrant’s common stock, par value $0.001 per share (the “Common Stock”) reserved for issuance under the 2017 Plan by 7,650,000 shares. Accordingly, this Registration Statement is being filed with the Securities and Exchange Commission (the “Commission”) to register an additional 7,650,000 shares of Common Stock for future issuance under the 2017 Plan. These additional shares of Registrant’s Common Stock are securities of the same class as other securities for which an original Registration Statement on Form S-8 was filed with the Commission on June 13, 2017 (File No. 333-218695) and subsequent Registration Statements on Form S-8 were filed with the Commission on October 16, 2019 (File No. 333-234231), February 17, 2022 (File No. 333-262824), November 2, 2023 (File No. 333-275273), and August 5, 2025 (File No. 333-289250) (collectively, the “Prior Registration Statements”). This Registration Statement hereby incorporates by reference the contents of the Prior Registration Statements.

Pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 2025, by and among the Registrant, Lynx Merger Sub 1, Inc., a Delaware corporation and wholly owned subsidiary of the Registrant (“Merger Sub”), and Amicus Therapeutics, Inc., a Delaware corporation (“Amicus”), on April 27, 2026, Merger Sub merged with and into Amicus, with Amicus continuing as the surviving company in the merger and a wholly owned subsidiary of the Registrant (the “Merger”). In connection with the Merger, the Amicus Therapeutics, Inc. 2025 Equity Incentive Plan (the “Amicus Plan”) was assumed by the Registrant and, as modified in connection with such assumption, permits equity awards thereunder to the extent permissible under applicable law and the Nasdaq Listing Rules. This Registration Statement registers an additional 4,355,297 shares of the Registrant’s Common Stock available for future issuance under the assumed Amicus Plan.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

As permitted by the rules of the Commission, this Registration Statement omits the information specified in Part I of Form S-8. The Registrant shall send or give the documents containing the information specified in Part I to the participants in the Amicus Plan as required by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

ITEM 3.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents (File No. 000-26727) filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference into this Registration Statement:

(a) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Commission on February 26, 2026;

(b) The information specifically incorporated by reference into the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 from the Registrant’s Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 21, 2026;

(c) The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the Commission on May 5, 2026, and for the fiscal quarter ended June 30, 2026, filed with the Commission on August 6, 2026;

(d) The Registrant’s Current Reports on Form 8-K (other than information furnished rather than filed) filed with the Commission on January 26, 2026, February 12, 2026, March 16, 2026, April 23, 2026, April 27, 2026 (as amended), and June 4, 2026, as well as the Registrant’s Amendment No. 1 to Current Report on Form 8-K/A filed with the Commission on July 13, 2026;

(e) The description of the Registrant’s Common Stock which is contained in the Registrant’s Registration Statement on Form 8-A filed with the Commission on July 15, 1999, including all amendments and reports filed for the purpose of updating such description, including Exhibit 4.6 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Commission on February 27, 2020.

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

ITEM 4.

DESCRIPTION OF SECURITIES

Not applicable.

ITEM 5.

INTERESTS OF NAMED EXPERTS AND COUNSEL

None.

ITEM 6.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under Section 145 of the Delaware General Corporation Law the Registrant has broad powers to indemnify its directors and officers against liabilities they may incur in such capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Registrant’s Restated Certificate of Incorporation provides that the Registrant must indemnify its directors to the fullest extent under applicable law. Pursuant to Delaware law, this

includes elimination of liability for monetary damages for breach of the directors’ fiduciary duty of care to the Registrant and its stockholders. However, the Registrant’s directors may be personally liable for: any breach of duty of loyalty to the Registrant or to its stockholders; acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law; unlawful payment of dividends or unlawful stock repurchases or redemptions under Section 174 of the Delaware General Corporation Law; or any transaction from which the director derived an improper personal benefit. In addition, the Registrant’s Amended and Restated Bylaws provide that the Registrant is required to indemnify its directors and officers to the fullest extent permitted by Delaware law, subject to limited exceptions; the Registrant may provide rights to indemnification and the advancement of expenses to its other employees and agents similar to those conferred to directors and officers; the Registrant is required to advance expenses to its directors and officers in connection with legal proceedings against them for which they may be indemnified; and the rights conferred in the Amended and Restated Bylaws are not exclusive.

The Registrant has entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require the Registrant to indemnify each director and officer to the fullest extent permitted by Delaware law, including indemnification for expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or officer in any action or proceeding, including any action by or in the right of the Registrant, arising out of the person’s services as a director or officer of the Registrant, any subsidiary of the Registrant or any other company or enterprise to which the person provides services at the Registrant’s request. Such indemnification agreements contain provisions which are in some respects broader than the specific indemnification provisions contained in Delaware law. The Registrant also maintains directors’ and officers’ insurance providing indemnification against certain liabilities for certain of its directors, officers, affiliates, partners and employees.

ITEM 7.

EXEMPTION FROM REGISTRATION CLAIMED

Not applicable.

ITEM 8.

EXHIBITS


Exhibit Number

4.1		Restated Certificate of Incorporation of BioMarin Pharmaceutical Inc., previously filed with the Commission on June 12, 2017 as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 000-26727), which is incorporated herein by reference.

4.2		Amended and Restated Bylaws of BioMarin Pharmaceutical Inc., previously filed with the Commission on February 26, 2026 as Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K (File No. 000-26727), which is incorporated herein by reference.

5.1*		Opinion of Cooley LLP.

23.1*		Consent of KPMG LLP, independent registered public accounting firm of BioMarin.

23.2*		Consent of Ernst & Young LLP, independent registered public accounting firm of Amicus.

23.3*		Consent of Cooley LLP (included in Exhibit 5.1 to this Registration Statement on Form S-8).

24.1*		Power of Attorney (included on the signature page of this Registration Statement on Form S-8).

99.1		BioMarin Pharmaceutical Inc. 2017 Equity Incentive Plan, as amended, previously filed with the Commission on August 6, 2026 as Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-26727), which is incorporated herein by reference.

99.2		Amicus Therapeutics, Inc. 2025 Equity Incentive Plan, previously filed with the Commission on August 6, 2026 as Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 000-26727), which is incorporated herein by reference.

107*		Filing Fee Table.

*	Filed herewith

ITEM 9.

UNDERTAKINGS

1. The undersigned registrant hereby undertakes:

(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(b) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Rafael, State of California, on August 6, 2026.


BIOMARIN PHARMACEUTICAL INC.

By:		/s/ Brian R. Mueller
Brian R. Mueller Executive Vice President and Chief Financial Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alexander Hardy and Brian R. Mueller, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Alexander Hardy Alexander Hardy	President, Chief Executive Officer and Director (Principal Executive Officer)	August 6, 2026

/s/ Brian R. Mueller Brian R. Mueller	Executive Vice President, Finance & Chief Financial Officer (Principal Financial Officer)	August 6, 2026

/s/ Rashmi Ramchandani Rashmi Ramchandani	Vice President, Chief Accounting Officer (Principal Accounting Officer)	August 6, 2026

/s/ Ian T. Clark Ian T. Clark	Chair of the Board	August 6, 2026

/s/ Elizabeth M. Anderson Elizabeth M. Anderson	Director	August 6, 2026

/s/ Barbara W. Bodem Barbara W. Bodem	Director	August 6, 2026

/s/ Athena Countouriotis Athena Countouriotis	Director	August 6, 2026


/s/ Willard Dere Willard Dere, M.D.	Director	August 6, 2026

/s/ Mark J. Enyedy Mark J. Enyedy	Director	August 6, 2026

/s/ Maykin Ho Maykin Ho	Director	August 6, 2026

/s/ Robert J. Hombach Robert J. Hombach	Director	August 6, 2026

/s/ Timothy P. Walbert Timothy P. Walbert	Director	August 6, 2026