[6-K] Ascendis Pharma A/S American Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Marsh & McLennan Companies, Inc. (MMC) has filed a Form 8-K dated July 9, 2025 announcing that the Board has appointed Bruce Broussard, 63, as an independent director effective immediately. He will also join the Board’s Audit Committee after the directors determined that he meets all applicable independence and financial-literacy requirements. As a non-management director, Mr. Broussard will receive the standard compensation package previously disclosed for independent directors (see Exhibit 10.1 to MMC’s Q2-2024 Form 10-Q). A press release detailing the appointment is furnished as Exhibit 99.1 and incorporated by reference. No other material changes, financial results, or transactions are reported in this filing.

Positive

• Appointment of independent director Bruce Broussard adds experience and strengthens Audit Committee oversight.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR – New independent director improves governance; financial impact is negligible.

The 8-K is narrowly focused on board composition. Adding Bruce Broussard increases the number of independent directors and fills a seat on the Audit Committee, supporting best-practice oversight and SOX requirements. Because compensation follows the existing non-employee director schedule, cash expense is immaterial. While the move is strategically positive from a governance standpoint, it does not alter MMC’s earnings outlook, capital structure, or strategy. Investors may view the appointment as a modest credibility enhancer with regulators and proxy advisers, but no near-term valuation catalyst is evident.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO SECTION 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2025

Commission File Number: 001-36815

Ascendis Pharma A/S

(Exact Name of Registrant as Specified in Its Charter)

Tuborg Boulevard 12

DK-2900 Hellerup

Denmark

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒   Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-203040, 333-210810, 333-211512, 333-213412, 333-214843, 333-216883, 333-228576, 333-254101, 333-261550, 333-270088, 333-277519, 333-281916 and 333-285322) and Form F-3 (Registration Numbers 333-209336 and 333-282196) of Ascendis Pharma A/S (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Warrant Grants

On July 8, 2025, the Company’s board of directors granted an aggregate of 25,020 warrants to certain employees of the Company (the “Warrants”) under the terms of Appendix 1a to the Company’s Articles of Association. In connection with the grant of these Warrants, the Company amended its Articles of Association to provide for the grant of these Warrants. Each Warrant confers the right to subscribe for one ordinary share of the Company and has an exercise price equal to US $168.17 per share, the closing price of the American Depositary Shares (“ADS”) representing the Company’s ordinary shares as reported on the date of grant. Subject to earlier vesting upon the occurrence of certain exit events, 25% of the Warrants will vest on the one year anniversary of the date of grant and the remaining 75% will vest at a rate of 1/36th per month from one year after the date of grant, subject to continued service.

After giving effect to the grant of the Warrants described above, warrants to subscribe for an additional 1,888,353 shares of the Company remain available for future grant by the Company’s board of directors pursuant to the Company’s Articles of Association. The foregoing description of the material terms of the Warrants is qualified in its entirety by reference to the Company’s Articles of Association, which is included as Exhibit 1.1 hereto and incorporated by reference herein.

Exhibits

Exhibit No.		Description
1.1		Articles of Association.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				Ascendis Pharma A/S
Date: July 9, 2025				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

Who was appointed to MMC's Board on July 9, 2025?

Bruce Broussard, age 63, was appointed as an independent director.

Which Board committee will Bruce Broussard join?

He will serve on the Audit Committee.

When is the appointment effective?

The appointment is effective immediately as of July 9, 2025.

How will the new director be compensated?

He will receive the standard independent-director compensation package described in Exhibit 10.1 to MMC’s Q2-2024 Form 10-Q.

Does the 8-K include financial results or earnings data?

No, the filing is limited to the director appointment; no financial statements or earnings information are provided.

What form type covers this disclosure?

The disclosure is made via a Form 8-K current report.