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

Reports
Other Events
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/A filed April 24, 2025. Cited figures are marked; the original filing is the authoritative source.

Insmed Incorporated (INSM) filed this Form 8-K/A amendment to correct its original Current Report filed April 24, 2025.

The amendment revises Exhibit 99.1 of the Original Form 8-K solely to reflect an increased conversion rate under the make-whole provisions of the indenture governing its 0.75% Convertible Senior Notes due 2028. The increase resulted from the company's delivery of a notice of redemption before the Notes' maturity date. As of April 24, 2025, the conversion rate is 31.2861 shares of common stock per $1,000a principal amount of Notes, equivalent to a conversion price of approximately $31.96 per share.

If all of the Notes are converted, up to 17,817,715 shares of common stock would be issued. Investors should note the potential dilution this share count represents. The filing states that, other than the corrected conversion rate and related share figures in the Explanatory Note, the amendment does not change any other disclosures in the Original Form 8-K.

02—Key points

Key Highlights

  1. Conversion rate on the 0.75% Convertible Senior Notes due 2028 increased to 31.2861 shares per $1,000 principal amount, reflecting the make-whole provisions of the indenture.
  2. Equivalent conversion price of approximately $31.96 per share of common stock.
  3. Up to 17,817,715 shares of common stock would be issued if all of the Notes are converted.
  4. The increase was triggered by the company's delivery of a notice of redemption prior to the Notes' maturity date.
  5. The amendment corrects Exhibit 99.1 of the Original Form 8-K filed April 24, 2025, and changes no other disclosures.
  6. The indenture is between the company and Computershare Trust Company, N.A., as successor trustee to Wells Fargo Bank, National Association.

03—Questions

Frequently Asked Questions

  1. Why did the conversion rate on the Notes change?

    The conversion rate increased under the make-whole provisions of the indenture because the company delivered a notice of redemption before the Notes' maturity date.

  2. What is the new conversion price for the 0.75% Convertible Senior Notes due 2028?

    As of April 24, 2025, the conversion rate of 31.2861 shares per $1,000 principal amount is equivalent to a conversion price of approximately $31.96 per share of common stock.

  3. How many shares could be issued if all the Notes convert?

    Based on the conversion rate, up to 17,817,715 shares of common stock would be issued if all of the Notes are converted.

  4. Why was this amendment filed?

    The company filed the amendment solely to correct the disclosure in Exhibit 99.1 of the Original Form 8-K so that it reflects the increased conversion rate. No other disclosures were changed.

04—Continue

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