STOCK TITAN

Ascendis Announces Redemption of All $575 Million of Outstanding 2.25% Convertible Senior Notes Due 2028

(Neutral)
Tags

Ascendis Pharma (Nasdaq: ASND) called for redemption of all $575.0 million aggregate principal amount of its 2.25% Convertible Senior Notes due 2028, with a redemption date of May 6, 2026.

Holders may convert through 5:00 p.m. NY on May 4, 2026; conversion rate is 6.0118 shares per $1,000, increased to 6.3232 shares during the Make-Whole Conversion Period, making up to 3,635,840 ordinary shares issuable if converted.

Loading...
Loading translation...

Positive

  • Eliminates $575.0M of 2.25% convertible debt
  • Interest on notes ceases after May 6, 2026

Negative

  • Potential dilution of up to 3,635,840 ordinary shares if converted

News Market Reaction – ASND

-3.85% 1.6x vol
9 alerts
-3.85% Session close to close
+2.1% Peak in 16 hr 14 min
$14.89B Market Cap
1.6x Rel. Volume

In the Apr 22 session, ASND declined 3.85%, reflecting a moderate negative market reaction. Argus tracked a peak move of +2.1% during that session. Our momentum scanner triggered 9 alerts that day, indicating moderate trading interest and price volatility. Trading volume was above average at 1.6x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement details Ascendis’ plan to redeem $575.0 million of 2.25% Convertible Senior Notes ...
Analysis

This announcement details Ascendis’ plan to redeem $575.0 million of 2.25% Convertible Senior Notes due 2028, after the stock met the price conditions in the indenture. Holders may convert at 6.0118 shares per $1,000 principal, rising to 6.3232 during the make-whole window, implying conversion prices near $166.34 and $158.15. Investors may track how many of the potential 3.64 million shares are ultimately issued and how this interacts with Ascendis’ recent clinical and regulatory milestones.

Key Figures

Convertible notes principal: $575.0 million Coupon rate: 2.25% Redemption price per $1,000: $1,002.19 +5 more
8 metrics
Convertible notes principal $575.0 million Aggregate principal of 2.25% Convertible Senior Notes due 2028
Coupon rate 2.25% Interest rate on Convertible Senior Notes due 2028
Redemption price per $1,000 $1,002.19 Cash redemption (principal plus accrued interest) on May 6, 2026
Standard conversion rate 6.0118 shares per $1,000 Conversion rate as of April 21, 2026
Standard conversion price $166.34 per share Implied by 6.0118 shares per $1,000 principal
Shares at full conversion 3,456,785 shares Maximum ordinary shares if all notes convert at standard rate
Make-whole conversion rate 6.3232 shares per $1,000 Includes 0.3114 additional shares during Make-Whole Conversion Period
Make-whole shares at full conversion 3,635,840 shares Maximum ordinary shares if all notes convert during make-whole window

Historical Context

5 past events · Latest: Apr 08 (Positive)
Pattern 5 events
Date Event Sentiment 24h Move Catalyst
Apr 08 Direct Nasdaq listing Positive +5.8% Shift from ADSs to directly listed ordinary shares on Nasdaq.
Apr 08 Clinical trial data Positive +5.8% Week 52 Phase 2 COACH data for TransCon hGH plus TransCon CNP.
Apr 06 Drug launch/exclusivity Positive -2.7% YUVIWEL orphan drug exclusivity and U.S. commercial launch.
Mar 17 Clinical trial data Positive -1.3% Phase 2 New InsiGHTS Week 52 results in Turner syndrome.
Mar 16 Pivotal trial update Positive +2.0% Two-year ApproaCH data showing durable TransCon CNP benefits.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Pattern Detected

Recent news skewed positive (regulatory wins, clinical data, listing change) with mixed price follow-through, sometimes selling off on favorable updates.

Recent Company History

Over the last months Ascendis reported several milestones: new clinical data for TransCon hGH and TransCon CNP, U.S. FDA orphan drug exclusivity and launch of YUVIWEL, and a transition to directly listed ordinary shares on Nasdaq effective April 20, 2026. Price reactions have varied, with some positive data and listing news followed by gains of about 5.77%, while other favorable clinical and regulatory updates saw modest declines. Today’s convertible note redemption fits into an active period of capital and share-structure related actions.

Key Terms

convertible senior notes, cusip, isin, indenture, +2 more
6 terms
convertible senior notes financial
"2.25% Convertible Senior Notes due 2028 (the “notes”)"
Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.
cusip financial
"CUSIP No. 04351P AD3 / ISIN No. US04351PAD33"
A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.
View in glossary
isin financial
"CUSIP No. 04351P AD3 / ISIN No. US04351PAD33"
A 12-character International Securities Identification Number (ISIN) is a unique code that acts like a passport for a specific stock, bond or other tradable security so it can be identified worldwide. Investors and systems use it to ensure they are buying, selling and tracking the exact same instrument across exchanges and data feeds, which prevents costly mix-ups and makes portfolio reporting, settlement and regulatory checks simpler and more reliable.
View in glossary
indenture regulatory
"pursuant to Section 4.03(B) of the indenture (the “Indenture”), dated as of March 29, 2022"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
depository trust company financial
"payment of the Redemption Price will be made through the facilities of The Depository Trust Company"
A central securities depository that holds stocks, bonds and other securities in electronic form and handles the transfer and finalizing of trades between brokerages. For investors it acts like a secure electronic vault and central bookkeeping hub that speeds transactions, reduces the chance of lost or duplicated certificates, and determines whether holdings are eligible for trading, dividends and other corporate actions through your broker.
make-whole fundamental change financial
"constitutes a “Make-Whole Fundamental Change” under the Indenture"
A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

COPENHAGEN, Denmark, April 21, 2026 (GLOBE NEWSWIRE) -- Ascendis Pharma A/S (Nasdaq: ASND) today announced that it has called all $575.0 million aggregate principal amount of its outstanding 2.25% Convertible Senior Notes due 2028 (the “notes”) (CUSIP No. 04351P AD3 / ISIN No. US04351PAD33) for redemption on May 6, 2026 (the “Redemption Date”). Ascendis’ redemption right in respect of the notes arises pursuant to Section 4.03(B) of the indenture (the “Indenture”), dated as of March 29, 2022, between Ascendis and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as a result of the last reported sale price per ordinary share having exceeded 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, April 21, 2026.

Redemption Process
The redemption price will be payable on the Redemption Date in cash and equal to 100% of the principal amount of the notes outstanding on the Redemption Date, plus accrued and unpaid interest on such notes to, but excluding, the Redemption Date (the “Redemption Price”). For each $1,000 principal amount of notes, the Redemption Price will be equal to approximately $1,002.19. Unless Ascendis defaults in making payment of the Redemption Price, interest on the notes will cease to accrue on and after the Redemption Date.

For all notes surrendered in book-entry form, payment of the Redemption Price will be made through the facilities of The Depository Trust Company (“DTC”), and all redeemed notes in book-entry form will be surrendered for payment of the Redemption Price in accordance with the applicable rules and procedures of DTC.

Right to Convert the Notes
Holders of the notes may surrender their notes (or any portion thereof having a principal amount that is an integral multiple of $1,000) for conversion at any time prior to 5:00 p.m. (New York City time) on May 4, 2026 or, if Ascendis fails to pay the Redemption Price on the Redemption Date, such later date on which the Redemption Price is paid. To convert any note, the holder must comply with the applicable rules and procedures of DTC. Upon conversion, Ascendis will deliver ordinary shares, together, if applicable, with cash in lieu of any fractional shares, at the then-applicable conversion rate in accordance with the Indenture.

As of April 21, 2026, the conversion rate of the notes is 6.0118 ordinary shares per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $166.34 per ordinary share. Based on this conversion rate, an aggregate of up to 3,456,785 ordinary shares would be issuable if all of the notes are converted.

The sending of the notice of redemption to the holders of the notes constitutes a “Make-Whole Fundamental Change” under the Indenture, and therefore the conversion rate is required to be increased in accordance with the terms of the Indenture for notes surrendered for conversion during the period beginning on, and including, April 21, 2026, and ending at 5:00 p.m. (New York City time) on May 4, 2026 (the “Make-Whole Conversion Period”). The conversion rate applicable to such conversion will be increased by 0.3114 additional ordinary shares to 6.3232 ordinary shares per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $158.15 per ordinary share. Based on this increased conversion rate, an aggregate of up to 3,635,840 ordinary shares would be issuable if all of the notes are surrendered for conversion during the Make-Whole Conversion Period. The conversion rate will remain subject to adjustment in accordance with the Indenture from time to time upon the occurrence of certain events.

U.S. Bank Trust Company, National Association, is acting as Trustee, paying agent and conversion agent under the Indenture, and its address (which is a place of payment under the Indenture) is 111 Fillmore Avenue E, Saint Paul, MN 55107, Attention: Corporate Action – Specialized Finance.

This press release does not constitute a notice of redemption with respect to the notes. The notice of redemption is being delivered to holders separately in accordance with the terms of the Indenture. This press release is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers either as printed on the notes or as contained in this press release.

About Ascendis Pharma A/S
Ascendis Pharma is a global biopharmaceutical company focused on applying our innovative TransCon technology platform to make a meaningful difference for patients. Guided by our core values of Patients, Science, and Passion, and following our algorithm for product innovation, we apply TransCon to develop new therapies that demonstrate best-in-class potential to address unmet medical needs. Ascendis is headquartered in Copenhagen, Denmark, and has additional facilities in Europe and the United States. Please visit ascendispharma.com to learn more.

Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding Ascendis’ future operations, plans, intentions, expectations and objectives of management are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of such statements include, but are not limited to, statements relating to (i) Ascendis’ redemption of the notes, including the timing of, and payment of the Redemption Price on, the Redemption Date; (ii) the period during which holders of the notes may elect to convert their notes and the expiration of the Make-Whole Conversion Period; (iii) the conversion rate and conversion price applicable to the notes, including as adjusted in connection with the redemption notice, and the resulting number of ordinary shares issuable upon conversion of the notes; (iv) Ascendis’ delivery of ordinary shares (and any cash in lieu of fractional shares) upon conversion of the notes in accordance with the Indenture; (v) Ascendis’ ability to apply its TransCon technology platform to make a meaningful difference for patients; and (vi) Ascendis’ ability to apply TransCon to develop new therapies that demonstrate best-in-class potential to address unmet medical needs. Ascendis may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Ascendis makes, including, without limitation: the possibility that holders of the notes elect to convert rather than have their notes redeemed, resulting in the issuance of ordinary shares and dilution to Ascendis’ existing shareholders; Ascendis’ available cash and other sources of liquidity to fund payment of the Redemption Price and any cash payable in lieu of fractional shares upon conversion; the risk that the trustee, paying agent, conversion agent or The Depository Trust Company fails to process the redemption or any conversion of the notes on a timely basis or in accordance with the terms of the Indenture; dependence on third‑party manufacturers, distributors, and service providers for Ascendis’ products and product candidates; risks related to regulatory review and approval, including the possibility of delays, requests for additional data or analyses, restrictions or limitations on use, approval with labeling that is more limited than expected, or failure to obtain approval in the United States, European Union, or other jurisdictions; clinical development risks, including that results from ongoing or future trials may not confirm earlier data; unforeseen safety or efficacy findings in development programs or on‑market products; manufacturing, supply chain, quality, or logistics issues that could delay development or commercialization; unforeseen expenses related to commercialization of any approved Ascendis products; unforeseen research and development or selling, general and administrative expenses and other costs impacting Ascendis’ business generally; market acceptance, pricing, and reimbursement challenges, including payer coverage decisions and health technology assessments; competitive developments, including new or improved therapies; intellectual property protection, freedom‑to‑operate, and litigation risks; Ascendis’ ability to obtain additional funding, if needed, to support its business activities; cybersecurity, data privacy, and information technology disruptions; and the impact of international economic, political, legal, compliance, public health, and business factors, including tariffs, trade policies, currency fluctuations, and geopolitical events. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ascendis’ business in general, see Ascendis’ Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (SEC) on February 11, 2026, and Ascendis’ other future reports filed with, or furnished to, the SEC. Forward-looking statements do not reflect the potential impact of any future licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments that Ascendis may enter into or make. Ascendis does not assume any obligation to update any forward-looking statements, except as required by law.

Ascendis, Ascendis Pharma, the Ascendis Pharma logo, and TransCon are trademarks owned by the Ascendis Pharma group. © April 2026 Ascendis Pharma A/S.

Investor Contact:Media Contact:
Chad FugereMelinda Baker
Ascendis PharmaAscendis Pharma
+1 (650) 519-7494+1 (650) 709-8875

FAQ

What is the redemption date for Ascendis Pharma's (ASND) 2.25% convertible notes due 2028?

The notes are called for redemption on May 6, 2026. According to the company, payment of the Redemption Price will be made on that date and interest stops accruing thereafter.

How many Ascendis (ASND) ordinary shares could be issued if holders convert before redemption?

Up to 3,456,785 shares could be issued at the current conversion rate. According to the company, that uses a rate of 6.0118 shares per $1,000 principal amount as of April 21, 2026.

What is the make-whole conversion rate and issuer impact for ASND notes called on April 21, 2026?

During the Make-Whole Conversion Period, the rate increases to 6.3232 shares per $1,000. According to the company, that raises the maximum issuable shares to 3,635,840 if all notes convert.

What cash will Ascendis (ASND) pay to redeem each $1,000 principal amount of notes?

The Redemption Price equals 100% of principal plus accrued interest, about $1,002.19 per $1,000. According to the company, accrued and unpaid interest is payable to, but excluding, the Redemption Date.

By when must holders convert ASND convertible notes to receive shares instead of cash?

Holders may convert any time before 5:00 p.m. New York time on May 4, 2026. According to the company, conversion procedures must follow DTC rules and may include cash in lieu of fractional shares.

Who is the trustee and conversion agent for Ascendis (ASND) convertible notes?

U.S. Bank Trust Company, National Association serves as trustee, paying agent, and conversion agent. According to the company, its address is 111 Fillmore Avenue E, Saint Paul, MN 55107 for corporate action matters.