10-Q – 2025-08-07 – insm-20250630.htm

RESULTS OF OPERATIONS
Comparison of the Three Months Ended June 30, 2025 and 2024
Overview - Operating Results
Our operating results for the three months ended June 30, 2025, included the following:
• Product revenues, net, increased $17.1 million , or 18.9%, as compared to the same period in the prior year as a result of the growth in ARIKAYCE sales;
• Cost of product revenues (excluding amortization of intangible assets) increased $7.1 million, or 33.9%, as compared to the same period in the prior year primarily as a result of the growth in ARIKAYCE sales discussed above;
• R&D expenses increased $30.4 million, or 20.7%, as compared to the same period in the prior year primarily as a result of increases in manufacturing costs ;
• SG&A expenses increased $48.2 million, or 45.2%, as compared to the same period in the prior year primarily as a result of increases i n compensation and benefit-related expenses and stock-based compensation costs;
• Amortization of intangible assets of $1.3 million was consistent with the same period in the prior year;
• Change in fair value of deferred and contingent consideration liabilities decreased $44.7 million, or 43.1%, primarily as a result of the relative increase in our share price in 2025 as compared to the same period in 2024;
• Investment income increased $2.9 million, or 28.6%, as compared to the same period in the prior year primarily as a result of the increase in our average cash and cash equivalents and marketable securities balances; and
• Interest expense was consistent with the same period in the prior year.
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Product Revenues, Net
Product revenues, net, consists of net sales of ARIKAYCE. The following table summarizes revenue by geography for the three months ended June 30, 2025 and 2024 (in thousands):

Three Months Ended June 30, Increase (decrease)
2025 2024 $ %
US $ 68,683  $ 63,793  $ 4,890  7.7  %
Japan 30,672  21,111  9,561  45.3  %
Europe and rest of world 8,060  5,436  2,624  48.3  %
  Total product revenues, net $ 107,415  $ 90,340  $ 17,075  18.9  %

Product revenues, net, for the three months ended June 30, 2025 were $107.4 million as compared to $90.3 million for the same period in 2024, an increase of $17.1 million, or 18.9%. This increase was a result of the growth in sales of ARIKAYCE in the US, Japan, and Europe and rest of world.
Cost of Product Revenues (excluding amortization of intangible assets)
Cost of product revenues (excluding amortization of intangible assets) for the three months ended June 30, 2025 and 2024 were comprised of the following (in thousands):

Three Months Ended June 30, Increase (decrease)
2025 2024 $ %
Cost of product revenues (excluding amortization of intangible assets) $ 28,075  $ 20,964  $ 7,111  33.9  %
Cost of product revenues, as % of revenues 26.1  % 23.2  %

Cost of product revenues (excluding amortization of intangible assets) were $28.1 million for the three months ended June 30, 2025 as compared to $21.0 million for the same period in 2024, an increase of $7.1 million , or 33.9%. This increase was primarily attributable to the increase in total product revenues discussed above.
R&D Expenses
R&D expenses for the three months ended June 30, 2025 and 2024 were comprised of the following (in thousands):

  Three Months Ended June 30, Increase (decrease)
  2025 2024 $ %
External Expenses        
Clinical development and research $ 41,251  $ 46,580  $ (5,329) (11.4) %
Milestone payable to AstraZeneca —  12,500  (12,500) (100.0) %
Manufacturing 41,608  16,387  25,221  153.9  %
Regulatory, quality assurance, and medical affairs 10,798  6,925  3,873  55.9  %
Subtotal—external expenses $ 93,657  $ 82,392  $ 11,265  13.7  %
Internal Expenses        
Compensation and benefit-related expenses $ 56,389  $ 43,908  $ 12,481  28.4  %
Stock-based compensation 15,970  11,301  4,669  41.3  %
Other internal operating expenses 11,174  9,147  2,027  22.2  %
Subtotal—internal expenses $ 83,533  $ 64,356  $ 19,177  29.8  %
   Total R&D expenses $ 177,190  $ 146,748  $ 30,442  20.7  %

R&D expenses were $177.2 million for the three months ended June 30, 2025 as compared to $146.7 million for the same period in 2024, an increase of $30.4 million, or 20.7%. This increase was primarily due to a $25.2 million increase in manufacturing expenses and a $17.2 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount.
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External R&D expenses by product for the three months ended June 30, 2025 and 2024 were comprised of the following (in thousands):

Three Months Ended June 30, Increase (decrease)
2025 2024 $ %
ARIKAYCE external R&D expenses $ 11,003  $ 14,896  $ (3,893) (26.1) %
Brensocatib external R&D expenses 33,560  37,806  (4,246) (11.2) %
TPIP external R&D expenses 20,649  14,773  5,876  39.8  %

Other external R&D expenses 28,445  14,917  13,528  90.7  %
   Total external R&D expenses $ 93,657  $ 82,392  $ 11,265  13.7  %

We expect R&D expenses to increase in 2025 relative to 2024 primarily due to our clinical trial activities, manufacturing costs and related spend including our confirmatory clinical trial of ARIKAYCE in a treatment setting for patients with MAC lung disease, our TPIP and brensocatib clinical trials, and other research efforts for our product candidates.
SG&A Expenses
SG&A expenses for the three months ended June 30, 2025 and 2024 were comprised of the following (in thousands):
 
  Three Months Ended June 30, Increase (decrease)
2025 2024 $ %
Compensation and benefit-related expenses $ 51,320  $ 35,087  $ 16,233  46.3  %
Stock-based compensation 27,006  11,985  15,021  125.3  %
Professional fees and other external expenses 56,805  45,024  11,781  26.2  %
Facility related and other internal expenses 19,632  14,473  5,159  35.6  %
Total SG&A expenses $ 154,763  $ 106,569  $ 48,194  45.2  %

SG&A expenses were $154.8 million for the three months ended June 30, 2025 as compared to $106.6 million for the same period in 2024, an increase of $48.2 million, or 45.2%. This increase was primarily due to a $31.3 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount and an $11.8 million increase in professional fees and other external expenses, both driven by commercial readiness activities fo r brensocatib. We expect SG&A expenses to increase in 2025 relative to 2024 due, in part, to commercial readiness activities, and commercial activities for brensocatib, if approved.
Amortization of Intangible Assets
Amortization of intangible assets for both the three months ended June 30, 2025 and 2024 was $1.3 million. Amortization of intangible assets is comprised of amortization of acquired ARIKAYCE R&D and amortization of the milestones paid to PARI for the FDA and EC approvals of ARIKAYCE.
Change in Fair Value of Deferred and Contingent Consideration Liabilities
The change in fair value of deferred and contingent consideration liabilities for the three months ended June 30, 2025 was $59.0 million and was primarily due to the increase in our share price. The change is related to the fair value of the potential future consideration to be paid to former equityholders of the businesses we acquired.
Investment Income
Investment income was $13.2 million for the three months ended June 30, 2025 as compared to $10.3 million for the same period in 2024, an increase of $2.9 million, or 28.6%. This increase was primarily due to an increase in our average cash and cash equivalents and marketable securities balances in the 2025 period relative to the same period in 2024.
Interest Expense
Interest expense for the three months ended June 30, 2025 was $21.2 million as compared to $21.3 million for the same period in 2024. See Note 10 - Debt and Note 11 - Royalty Financing Agreement in this Quarterly Report on Form 10-Q for further details.
Change in Fair Value of Interest Rate Swap
Prior to settlement and termination of the Swap Contract in October 2024, the change in fair value of interest rate swap was due to changes in interest rates during 2024 relative to the interest rate of the Swap Contract as of June 30, 2024.
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RESULTS OF OPERATIONS
Comparison of the Six Months Ended June 30, 2025 and 2024
Overview - Operating Results
Our operating results for the six months ended June 30, 2025, included the following:
• Product revenues, net, increased $34.4 million , or 20.7% , as compared to the same period in the prior year as a result of the growth in ARIKAYCE sales;
• Cost of product revenues (excluding amortization of intangible assets) increased $10.9 million, or 28.5%, as compared to the same period in the prior year primarily as a result of the growth in ARIKAYCE sales discussed above;
• R&D expenses increased $61.9 million, or 23.1%, as compared to the same period in the prior year primarily as a result of increases in compensation and benefit-related expenses and stock-based compensation costs;
• SG&A expenses increased $102.6 million, or 51.4%, as compared to the same period in the prior year primarily as a result of increases i n compensation and benefit-related expenses and stock-based compensation costs;
• Amortization of intangible assets of $2.5 million was consistent with the same period in the prior year;
• Change in fair value of deferred and contingent consideration liabilities decreased $14.5 million, or 15.8%, primarily as a result of the relative increase in our share price in 2025 as compared to the same period in 2024;
• Investment income increased $8.1 million, or 42.3%, as compared to the same period in the prior year primarily as a result of the increase in our average cash and cash equivalents and marketable securities balances; and
• Interest expense increased $0.5 million, or 1.2%, as compared to the same period in the prior year primarily as a result of the interest income related to the Swap Contract in 2024.
Product Revenues, Net
Product revenues, net, consists of net sales of ARIKAYCE. The following table summarizes revenue by geography for the six months ended June 30, 2025 and 2024 (in thousands):

Six Months Ended June 30, Increase (decrease)
2025 2024 $ %
US $ 132,958  $ 120,142  $ 12,816  10.7%
Japan 52,755  36,002  16,753  46.5%
Europe and rest of world 14,525  9,696  4,829  49.8%
  Total product revenues, net $ 200,238  $ 165,840  $ 34,398  20.7%

Product revenues, net, for the six months ended June 30, 2025 were $200.2 million as compared to $165.8 million for the same period in 2024, an increase of $34.4 million, or 20.7%. This increase was a result of the growth in sales of ARIKAYCE in the US, Japan, and Europe and rest of world.
Cost of Product Revenues (excluding amortization of intangible assets)
Cost of product revenues (excluding amortization of intangible assets) for the six months ended June 30, 2025 and 2024 were comprised of the following (in thousands):

Six Months Ended June 30, Increase (decrease)
2025 2024 $ %
Cost of product revenues (excluding amortization of intangible assets) $ 49,353  $ 38,421  $ 10,932  28.5  %
Cost of product revenues, as % of revenues 24.6  % 23.2  %

Cost of product revenues (excluding amortization of intangible assets) were $49.4 million for the six months ended June 30, 2025 as compared to $38.4 million for the same period in 2024, an increase of $10.9 million , or 28.5% . This increase was primarily attributable to the increase in total product revenues discussed above.
R&D Expenses
R&D expenses for the six months ended June 30, 2025 and 2024 were comprised of the following (in thousands):
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  Six Months Ended June 30, Increase (decrease)
  2025 2024 $ %
External Expenses        
Clinical development and research $ 81,788  $ 87,649  $ (5,861) (6.7) %
Milestone payment to AstraZeneca —  12,500  (12,500) (100.0) %
Manufacturing 63,417  30,463  32,954  108.2  %
Regulatory, quality assurance, and medical affairs 18,470  12,281  6,189  50.4  %
Subtotal—external expenses $ 163,675  $ 142,893  $ 20,782  14.5  %
Internal Expenses        
Compensation and benefit-related expenses $ 109,947  $ 85,368  $ 24,579  28.8  %
Stock-based compensation 33,350  21,636  11,714  54.1  %
Other internal operating expenses 22,795  17,934  4,861  27.1  %
Subtotal—internal expenses $ 166,092  $ 124,938  $ 41,154  32.9  %
   Total R&D expenses $ 329,767  $ 267,831  $ 61,936  23.1  %

R&D expenses were $329.8 million for the six months ended June 30, 2025 as compared to $267.8 million for the same period in 2024, an increase of $61.9 million , or 23.1%. This increase was primarily due to a $36.3 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount and a $33.0 million increase in manufacturing expenses, partially offset by the $12.5 million milestone payment to AstraZeneca in 2024.
External R&D expenses by product for the six months ended June 30, 2025 and 2024 were comprised of the following (in thousands):

Six Months Ended June 30, Increase (decrease)
2025 2024 $ %
ARIKAYCE external R&D expenses $ 23,124  $ 28,822  $ (5,698) (19.8) %
Brensocatib external R&D expenses 54,221  57,324  (3,103) (5.4) %
TPIP external R&D expenses 29,802  28,555  1,247  4.4  %

Other external R&D expenses 56,528  28,192  28,336  100.5  %
   Total external R&D expenses $ 163,675  $ 142,893  $ 20,782  14.5  %

We expect R&D expenses to increase in 2025 relative to 2024 primarily due to our clinical trial activities, manufacturing costs and related spend including our confirmatory clinical trial of ARIKAYCE in a treatment setting for patients with MAC lung disease, our TPIP and brensocatib clinical trials, and other research efforts for our product candidates.
SG&A Expenses
SG&A expenses for the six months ended June 30, 2025 and 2024 were comprised of the following (in thousands):
 
  Three Months Ended June 30, Increase (decrease)
2025 2024 $ %
Compensation and benefit-related expenses $ 106,156  $ 67,672  $ 38,484  56.9  %
Stock-based compensation 48,888  23,100  25,788  111.6  %
Professional fees and other external expenses 107,366  79,694  27,672  34.7  %
Facility related and other internal expenses 39,898  29,205  10,693  36.6  %
Total SG&A expenses $ 302,308  $ 199,671  $ 102,637  51.4  %

SG&A expenses were $302.3 million for the six months ended June 30, 2025 as compared to $199.7 million for the same period in 2024, an increase of $102.6 million, or 51.4%. This increase was primarily due to a $64.3 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount and a $27.7 million increase in professional fees and other external expenses, both driven by commercial readiness activities fo r brensocatib. We expect SG&A expenses to increase in 2025 relative to 2024 due, in part, to commercial readiness activities, and commercial activities for brensocatib, if approved.
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Amortization of Intangible Assets
Amortization of intangible assets for both the six months ended June 30, 2025 and 2024 was $2.5 million. Amortization of intangible assets is comprised of amortization of acquired ARIKAYCE R&D and amortization of the milestones paid to PARI for the FDA and EC approvals of ARIKAYCE.
Change in Fair Value of Deferred and Contingent Consideration Liabilities
The change in fair value of deferred and contingent consideration liabilities for the six months ended June 30, 2025 was $77.3 million and was primarily due to the increase in our share price. The change is related to the fair value of the potential future consideration to be paid to former equityholders of the businesses we acquired.
Investment Income
Investment income was $27.1 million for the six months ended June 30, 2025 as compared to $19.1 million for the same period in 2024, an increase of $8.1 million, or 42.3%. This increase was primarily due to an increase in our average cash and cash equivalents and marketable securities balances in the 2025 period relative to the same period in 2024.
Interest Expense
Interest expense for the six months ended June 30, 2025 was $42.8 million as compared to $42.3 million for the same period in 2024, an increase of $0.5 million, or 1.2%. This increase was primarily due to the interest income related to the Swap Contract in 2024 and the interest expense related to the Tranche B Term Loan in 2025, partially offset by the reduction in interest expense related to the conversion of our convertible notes. See Note 10 - Debt and Note 11 - Royalty Financing Agreement in this Quarterly Report on Form 10-Q for further details.
Change in Fair Value of Interest Rate Swap
Prior to settlement and termination of the Swap Contract in October 2024, the change in fair value of interest rate swap was due to changes in interest rates during 2024 relative to the interest rate of the Swap Contract as of June 30, 2024.

LIQUIDITY AND CAPITAL RESOURCES
  Overview
     There is considerable time and cost associated with developing potential pharmaceutical products to the point of regulatory approval and commercialization. We commenced commercial shipments of ARIKAYCE in October 2018. We expect to continue to incur consolidated operating losses, including losses at our US and certain international entities, as we plan to fund R&D for ARIKAYCE, brensocatib, TPIP and our other pipeline programs, continue commercialization and regulatory activities for ARIKAYCE, fund commercial readiness activities for brensocatib, and engage in other general and administrative activities.
In June 2025, we completed an underwritten offering of 8,984,375 shares of our common stock at a public offering price of $96.00 per share. 1,171,875 of the shares of common stock were issued pursuant to the exercise in full of the underwriters' option to purchase additional sh ares. Our estimated net proceeds from the sale of the shares, after deducting the underwriting discounts and estimated offering expenses of $39.4 million, were $823.1 million.
In May 2024, we completed an underwritten offering of 14,514,562 shares of our common stock at a public offering price of $51.50 per share. 1,893,203 of the shares of common stock were issued pursuant to the exercise in full of the underwriters' option to purchase additional shares. Our net proceeds from the sale of the shares, after deducting underwriting discounts and offering expenses of $34.3 million, were $713.2 million.
In the first quarter of 2024, we entered into a sales agreement with Leerink Partners, to sell shares of our common stock, with aggregate gross sales proceeds of up to $500.0 million, from time to time, through an ATM program, under which Leerink Partners acted as sales agent. During the year ended December 31, 2024 , we issued and sold an aggregate of 5,022,295 shares of common stock through the ATM program at a weighted-average public offering price of $75.64 per share and received net proceeds of $371.3 million . In November 2024, we terminated the sales agreement.
We may need to raise additional capital to fund our operations, the continued commercialization of ARIKAYCE, launch readiness activities for the potential launch of brensocatib for th e treatment of p atients with bronchiectasis, if approved, clinical trials for brensocatib, TPIP, INS1201, and our future product candidates, and to develop, acquire, in-license or co-promote other products or product candidates, including those that address orphan or rare diseases. While we believe we currently have sufficient funds to meet our financial needs for at least the next 12 months, we may opportunistically raise additional capital and may do so through equity or debt financing(s), strategic transactions or otherwise. Our cash requirements for the next 12 months will be impacted by a number of factors, the most significant of which we expect to be expenses related to our commercialization efforts for ARIKAYCE and if approved, brensocatib, development costs for our clinical-stage assets, and, to a lesser extent, our pre-clinical research programs.
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Cash Flows
As of June 30, 2025, we had cash and cash equivalents of $1,284.3 million, as compared to $555.0 million as of December 31, 2024. This increase of $729.3 million in cash and cash equivalents was primarily due to the June 2025 underwritten offering of common stock, which provided us with $823.6 million in net proceeds, partially offset by our cash used in operating activities. In addition, as of June 30, 2025, we had marketable securities of $572.4 million, as compared to $878.8 million as of December 31, 2024. This decrease of $306.4 million in marketable securities was primarily due to our cash used in operating activities. Our working capital was $1.8 billion as of June 30, 2025, as compared with $1.3 billion as of December 31, 2024.
Net cash used in operating activities was $467.7 million and $307.0 million for the six months ended June 30, 2025 and 2024, respectively. The net cash used in operating activities during the six months ended June 30, 2025 and 2024 was primarily for the commercial, clinical, and manufacturing activities related to ARIKAYCE, commercial readiness activities for brensocatib, as well as other SG&A expenses and clinical trial expenses related to brensocatib and TPIP. The increase in cash used in operating activities for the six months ended June 30, 2025 as compared to the same period in 2024 was primarily due to the increase in net loss, excluding the adjustments to reconcile net loss to net cash used in operating activities.
Net cash provided by investing activities was $308.2 million and $288.5 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025, net cash provided by investing activities consisted primarily of maturities of marketable securities, partially offset by purchases of marketable securities. During the six months ended June 30, 2024, n et cash provided by investing activities primarily consisted of maturities of marketable securities .
Net cash provided by financing activities was $886.8 million and $784.5 million for the six months ended June 30, 2025 and 2024, respectively. During the six months ended June 30, 2025 and 2024, net cash provided by financing activities consisted primarily of proceeds from the issuance of common stock in our underwritten public equity offerings, and proceeds from the exercise of stock options and ESPP.
Contractual Obligations
There were no material changes outside of the ordinary course of business in our contractual obligations during the six months ended June 30, 2025 from those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations” in our Annual Report on Form 10-K for the year ended December 31, 202 4.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. We do not have any interest in special purpose entities, structured finance entities or other variable interest entities.

CRITICAL ACCOUNTING ESTIMATES
There have been no material changes to our critical accounting policies and estimates as disclosed in our Annual Report on Form 10-K for the year ended December 31, 202 4 . For the required interim disclosure updates related to our accounting policies and estimates, see Note 2 - Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q.

ITEM 3.                                                 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of June 30, 2025, our cash and cash equivalents were in cash accounts and money market funds. Our investments in money market f unds are not insured by the federal government. As of June 30, 2025, we had $572.4 million in marketable securities.
As of June 30, 2025, we had the $500.0 million Term Loans outstanding and a $150.0 million Royalty Financing Agreement. The Term Loans accrue interest quarterly at a fixed rate of 9.6% per annum. The Royalty Financing Agreement requires us to pay a Revenue Interest Payment of 4% of ARIKAYCE global net sales prior to September 1, 2025 and 4.5% thereafter, as well as 0.75% of brensocatib global net sales, if approved. If a 10% change in interest rates had occurred on June 30, 2025, it would not have had a material effect on the fair value of our debt as of that date, nor would it have a material effect on our future earnings or cash flows.
The majority of our business is conducted in US dollars. However, we do conduct certain transactions in other currencies, including Euros, British Pounds, and Japanese Yen. Historically, fluctuations in foreign currency exchange rates have not materially affected our results of operations and during the six months ended June 30, 2025 and 2024, our results of operations were not materially affected by fluctuations in foreign currency exchange rates.
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ITEM 4.                                                 CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation as of June 30, 2025, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS
From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows.

ITEM 1A.    RISK FACTORS
Our business is subject to substantial risks and uncertainties. You should carefully consider the information contained in this Quarterly Report on Form 10-Q and the risk factors and other information contained in our other public filings in evaluating our business, including our Annual Report on Form 10-K for the year ended December 31, 202 4 , which was filed with the SEC on February 20, 2025. Any of the risks and uncertainties described herein and in our other filings with the SEC, either alone or taken together, could materially and adversely affect our business, financial condition, results of operations, prospects for growth, and the value of an investment in our common stock. In addition, these risks and uncertainties could cause actual results to differ materially from those expressed or implied by forward-looking statements contained in this Form 10-Q (please read " Cautionary Note Regarding Forward-Looking Statements " in this Quarterly Report on Form 10-Q).

ITEM 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
On April 24, 2025, the Company issued a redemption notice for the 2028 Convertible Notes (the Redemption Announcement). The Company elected to settle any conversions of the 2028 Convertible Notes that occurred on or before the business day prior to the Redemption Date in shares of the Company’s common stock. Holders of $567.5 million aggregate principal amount of the then outstanding 2028 Convertible Notes elected to convert their notes into shares of the Company's common stock at a conversion rate of 31.2861 shares of common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $31.96 per share of common stock). These conversions resulted in the issuance of an aggregate of 17,756,196 shares of the Company’s common stock during the second quarter of 2025. The shares of the Company’s common stock issued to these holders of the 2028 Convertible Notes in connection with such conversions were issued pursuant to Section 3(a)(9) of the Securities Act. The Company did not receive any proceeds from the issuance of common stock to these holders of the 2028 Convertible Notes.

Additionally, in the second quarter of 2025, and prior to the Redemption Announcement holders of $5.4 million of aggregate principal amount of 2028 Convertible Notes elected to convert their notes into shares of the Company's common stock at a conversion rate of 30.7692 shares of common stock per $1,000 principal amount of notes (equivalent to a conversion price of approximately $32.50 per share of common stock), resulting in an issuance of an aggregate of 166,430 shares of the Company’s common stock. The shares of the Company’s common stock issued to these holders of the 2028 Convertible Notes were issued pursuant to Section 3(a)(9) of the Securities Act. The Company did not receive any proceeds from the issuance of common stock to these holders of the 2028 Convertible Notes.

ITEM 5.    OTHER INFORMATION
Rule 10b5-1 Trading Plans
Our policy governing transactions in our securities by our directors, officers and employees permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. The following table
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describes the written plans for the sale of our securities adopted , modified or terminated by our officers and directors (each as defined in Rule 16a-1(f) of the Exchange Act) during the second quarter of 2025, each of which was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a Trading Plan).

Name and Title Date of Adoption of Trading Plan Scheduled Start Date of Trading Plan Scheduled Expiration Date of Trading Plan (1) Maximum Shares Subject to Trading Plan Date Plan Terminated
S. Nicole Schaeffer
Chief People Strategy Officer
06/13/2025 09/12/2025 06/30/2026 76,520 N/A

(1) A Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan.

On May 15, 2025, each of our officers received an annual equity grant including RSUs. In accordance with the applicable grant agreements relating to such RSUs, each of these officers entered into “sell-to-cover” arrangements that constitute “non-Rule 10b5-1 trading arrangements” (as defined in Item 408 of Regulation S-K), requiring the pre-arranged sale of shares upon vesting to satisfy tax withholding obligations arising solely from such vesting of the RSUs and the related issuance of shares. The amount of shares to be sold to satisfy the tax withholding obligations under these arrangements is dependent on the trading price of the Company’s common stock at the time of the vesting of the RSUs. The duration of each of these arrangements is until the final vesting date of the applicable RSUs or the earlier forfeiture of unvested RSUs as set forth in the grant agreement.

ITEM 6.    EXHIBITS
Exhibit Index
3.1
Articles of Incorporation of Insmed Incorporated, as amended through June 14, 2012 (incorporated by reference from Exhibit 3.1 to Insmed Incorporated’s Annual Report on Form 10-K filed on March 18, 2013).

3.2
Amended and Restated Bylaws of Insmed Incorporated (effective as of May 11, 2023) (incorporated by reference from Exhibit 3.1 to Insmed Incorporated’s Current Report on Form 8-K filed on May 11, 2023).

10.1**
Consulting Agreement, effective as of April 17, 2025, between Insmed Incorporated and J. Drayton Wise (filed herewith).

10.2**
Amendment No 2. to Insmed Incorporated Amended and Restated 2019 Incentive Plan (incorporated by reference from Appendix A to Insmed Incorporated's Proxy Statement on Schedule 14A, filed on April 4, 2025).

31.1
Certification of William H. Lewis, Chair and Chief Executive Officer (Principal Executive Officer) of Insmed Incorporated, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).

31.2
Certification of Sara Bonstein, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Insmed Incorporated, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith).

32.1
Certification of William H. Lewis, Chair and Chief Executive Officer (Principal Executive Officer) of Insmed Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).

32.2
Certification of Sara Bonstein, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Insmed Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith).

101 The following materials from Insmed Incorporated’s quarterly report on Form 10-Q for the quarter ended June 30, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2025 and December 31, 2024, (ii) Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2025 and 2024, (iii) Consolidated Statements of Shareholders' Equity for the three and six months ended June 30, 2025 and 2024, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024, (v) Notes to the Unaudited Consolidated Financial Statements, and (vi) Cover Page.

104 The cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, formatted in iXBRL and contained in Exhibit 101.

** Management contract or compensatory plan or arrangement.

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Table of Contents

SIGNATURE
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.

    INSMED INCORPORATED
 
 
Date: August 7, 2025
By /s/ Sara Bonstein
    Sara Bonstein
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

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