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Insmed 8-K Report, Corporate Update (Apr 24, 2025)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed April 24, 2025
Period End
April 24, 2025
Security
INSM
In the record · 2016–202610-K1110-Q338-K134

INSM filed 11 annual reports (10-K), 33 quarterly reports (10-Q) and 134 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Jan ’18Jan ’18
  2. Leadership change8-K · May ’20May ’20
  3. Material agreement8-K · Oct ’22Oct ’22
  4. Leadership change8-K · Oct ’26Oct ’26

01—Abstract

Summary

Summary of the 8-K filed April 24, 2025. Cited figures are marked; the original filing is the authoritative source.

Insmed Incorporated (Nasdaq: INSM) announced on April 24, 2025 that it has called all $569.5 milliona aggregate principal amount of its remaining outstanding 0.75% Convertible Senior Notes due 2028 for redemption.

All outstanding Notes will be redeemed on June 6, 2025 at a redemption price equal to 100% of principal plus accrued and unpaid interest to, but excluding, the Redemption Date. The press release states that for each $1,000b principal amount of Notes, the redemption price will be approximately $1,000.10, payable in cash. Holders may still convert their Notes until 5:00 p.m.

New York City time on June 4, 2025, or later if the Company fails to pay the Redemption Price on the Redemption Date. The Company has elected to settle conversions in shares of common stock. The conversion rate is 30.7692 shares per $1,000c principal amount, equivalent to a conversion price of approximately $32.50 per share, and up to 17,523,336 shares would be issued if all Notes are converted.

The filing is a Form 8-K under Item 8.01 (Other Events), with the redemption announcement furnished as Exhibit 99.1. The filing states that it is not itself a notice of redemption or convertibility, and that the redemption is made solely pursuant to the Notice of Redemption dated April 24, 2025.

02—Key points

Key Highlights

  1. Insmed called all $569.5 million of its remaining 0.75% Convertible Senior Notes due 2028 for redemption.
  2. Redemption date is June 6, 2025, at 100% of principal plus accrued and unpaid interest, approximately $1,000.10 per $1,000 principal amount.
  3. Noteholders may convert until 5:00 p.m. NYC time on June 4, 2025, with conversions settled in common stock.
  4. Conversion rate is 30.7692 shares per $1,000 principal, equal to a conversion price of approximately $32.50 per share.
  5. Up to 17,523,336 shares of common stock would be issued if all Notes are converted.
  6. The redemption is made under Section 11.03 of the Indenture dated January 26, 2018, as supplemented May 13, 2021.
  7. Payment will be made in cash through DTC, with Computershare Trust Company, N.A. acting as paying agent.

03—Questions

Frequently Asked Questions

  1. What is Insmed redeeming and when?

    Insmed is redeeming all $569.5 million aggregate principal amount of its remaining 0.75% Convertible Senior Notes due 2028 on June 6, 2025.

  2. How much will holders receive at redemption?

    The redemption price is 100% of principal plus accrued and unpaid interest to, but excluding, June 6, 2025, which the press release states is approximately $1,000.10 per $1,000 principal amount. Payment is in cash.

  3. Can holders convert their Notes instead of waiting for redemption?

    Yes. Notes may be surrendered for conversion until 5:00 p.m. New York City time on June 4, 2025, or later if the Redemption Price is not paid on the Redemption Date. The Company has elected to settle conversions in common stock.

  4. How many shares could be issued upon conversion?

    At a conversion rate of 30.7692 shares per $1,000 principal amount (about $32.50 per share), up to 17,523,336 shares of common stock would be issued if all Notes are converted.

04—Continue

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