8-K – 2026-02-19 – ef20066055_8k.htm

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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): February 17, 2026

INSMED INCORPORATED

(Exact name of registrant as specified in its charter)

Virginia

000-30739

54-1972729

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

700 US Highway 202/206

Bridgewater , New Jersey

08807

(Zip Code)

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: ( 908 ) 977-9900

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

INSM

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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.

On February 19, 2026, Insmed Incorporated (the “Company”) issued a press release regarding its financial results for the three months and fiscal year ended
December 31, 2025. A copy of this press release is furnished herewith as Exhibit 99.1 pursuant to this Item 2.02. The slide presentation to be used during the conference call referenced in the press release is attached hereto as Exhibit 99.2 and
incorporated herein by reference.

The information contained herein, including the exhibits attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 17, 2026, David W.J. McGirr notified the board of directors (the “Board”) of the Company that he will not stand for re-election to the Board
upon the expiration of his current term as a Class II director, which will occur at the Company’s 2026 Annual Meeting of Shareholders (the “Annual Meeting”). Mr. McGirr will continue to serve as a member of the Board and chair of the Audit Committee
of the Board until the Annual Meeting. Mr. McGirr’s decision to not stand for re-election to the Board was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

ITEM 9.01

Financial Statements and Exhibits.

(d)

  Exhibits

Exhibit

No.

 

Description

99.1

 

Press release issued by Insmed Incorporated on February 19, 2026.

99.2

 

Insmed Incorporated February 19, 2026 Presentation.

104

 

Cover Page Interactive Date File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

Dated: February 19, 2026

INSMED INCORPORATED

 
 

 

By:

/s/ Michael A. Smith

 

Name:

Michael A. Smith

 

Title:

Chief Legal Officer and Corporate Secretary