ALNY 8-K: Convertible Notes announced in Sept 2025 press releases

Rhea-AI Filing Summary

Alnylam Pharmaceuticals, Inc. filed an 8-K reporting a material event related to a Convertible Note Offering. The filing references press releases issued on September 8, 2025 and September 9, 2025

The submission also notes inclusion of the cover page interactive data file in Inline XBRL and is signed by Jeffrey V. Poulton, Executive Vice President and Chief Financial Officer. The filing does not disclose terms, amounts, or use of proceeds for the convertible notes within the provided text.

Positive

• Disclosure transparency: Company filed an 8-K and issued press releases on September 8, 2025 and September 9, 2025
• Regulatory formatting: Included cover page interactive data (Inline XBRL) and a CFO signature, indicating formal filing compliance

Negative

• None.

Insights

Corporate Finance Analyst

Company disclosed a convertible note offering across two press release dates.

The company has formally announced a Convertible Note Offering through press releases on September 8, 2025 and September 9, 2025, and recorded the disclosure in an 8-K with Inline XBRL cover page data. This signals a financing action that could affect the capital structure depending on size and terms.

Key dependencies are the offering size, conversion terms, and intended use of proceeds, none of which are specified in the text provided. Watch for supplemental filings or the full press releases for concrete figures and timelines.

Debt Capital Markets Specialist

Formal filing confirms market communication about debt securities; terms are unspecified.

Filing confirms that investor-facing press releases exist on consecutive dates for the convertible notes and that the company included Interactive XBRL cover page data, indicating standard disclosure formatting. The presence of a CFO signature denotes authorized corporate disclosure.

Material investor impact depends on the notes' convertibility mechanics and aggregate principal amount; these are not present in the supplied text. Expect a pricing/term supplement or prospectus-like disclosure to follow in near term.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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): September 10, 2025 (September 8, 2025)

Alnylam Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-36407		77-0602661
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

675 West Kendall Street

Henri A. Termeer Square

Cambridge, MA 02142

(Address of principal executive offices, including zip code)

(617) 551-8200

(Registrant’s telephone number, including area code)

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:

☐ 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, $0.01 par value per share		ALNY		The Nasdaq Stock Market LLC

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

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 8.01 Other Events.

On September 8, 2025, Alnylam Pharmaceuticals, Inc. (the “Company”) issued a press release relating to the commencement of its proposed offering of convertible senior notes due 2028 to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Convertible Note Offering”). On September 9, 2025, the Company issued a press release relating to the pricing of the Convertible Note Offering. Copies of the press releases relating to the Convertible Note Offering are filed as Exhibits 99.1 and 99.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

This Current Report on Form 8-K, including the exhibits attached hereto, does not constitute an offer to sell or the solicitation of an offer to buy any securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release relating to the Convertible Note Offering issued by Alnylam Pharmaceuticals, Inc. on September 8, 2025.
99.2		Press release relating to the Convertible Note Offering issued by Alnylam Pharmaceuticals, Inc. on September 9, 2025.
104		Cover Page Interactive Data 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.

Date: September 10, 2025

ALNYLAM PHARMACEUTICALS, INC.
By:		/s/ Jeffrey V. Poulton
		Jeffrey V. Poulton
		Executive Vice President, Chief Financial Officer

FAQ

What did Alnylam (ALNY) report in the 8-K?

Alnylam reported a material event concerning a Convertible Note Offering and referenced press releases dated September 8, 2025 and September 9, 2025.

Does the filing include the convertible note terms or amounts for ALNY?

No. The provided text does not disclose any terms, principal amounts, interest rates, or use of proceeds for the convertible notes.

Were the press releases embedded in the filing for ALNY?

The filing references the press releases and notes the inclusion of the cover page interactive data (Inline XBRL); the full press release contents are not included in the supplied text.

Who signed the 8-K for Alnylam?

The 8-K is signed by Jeffrey V. Poulton, Executive Vice President and Chief Financial Officer.

Are there follow-up filings expected after an 8-K reporting a convertible note offering?

The text does not state follow-up filings, but detailed terms are typically disclosed in later filings or offering documents; none are present in the supplied content.