ASND issues employee warrants; exercise price set to ADS close, large reserve remains

Rhea-AI Filing Summary

Ascendis Pharma A/S reported that its board granted an aggregate of 28,480 warrants to certain employees. Each warrant permits subscription for one ordinary share with an exercise price of $195.98, set equal to the closing price of the company’s American Depositary Shares on the grant date. The company amended its Articles of Association to authorize the grant and included those Articles as an exhibit.

The warrants vest subject to continued service: 25% vest after one year and the remaining 75% vest monthly at 1/36th starting one year after grant, with earlier vesting possible on certain exit events. After this grant, 1,859,873 warrants remain available for future awards. The report is incorporated by reference into the company’s S-8 and F-3 registration statement coverage.

Insights

Compensation and Governance Specialist

TL;DR: Routine employee equity award using warrants; terms are standard for retention and potential exit alignment.

The board-approved grant of 28,480 warrants appears to be a conventional equity-compensation action. The exercise price set at the ADS closing price on the grant date aligns strike and market value, while the one-year cliff plus 36-month monthly vesting thereafter is a typical retention schedule. Amendment of the Articles to permit issuance is an administrative step consistent with corporate governance requirements. The remaining pool of 1,859,873 warrants indicates substantial capacity for future awards.

Securities/Equity Analyst

TL;DR: The grant is immaterial to capital structure but expands potential future dilution modestly.

From a securities perspective, 28,480 warrants are small relative to the overall outstanding share count implied by the large remaining reserve. The exercise price equals market price at grant, so immediate intrinsic dilution is nil. Vesting tied to service and exit events preserves retention incentives. Inclusion of the Articles as an exhibit ensures investors can review exact terms. Overall, this is a routine disclosure with limited near-term impact on valuation.

Form 6-K: How Foreign Companies Report to the SEC →

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 August, 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 August 12, 2025, the Company’s board of directors granted an aggregate of 28,480 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 $195.98 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 1,859,873 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: August 13, 2025				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

What did Ascendis Pharma (ASND) disclose in this Form 6-K?

The company disclosed a board grant of 28,480 warrants to employees, an amendment to its Articles of Association to authorize the grant, and inclusion of the Articles as an exhibit.

What is the exercise price of the warrants granted by ASND?

Each warrant has an exercise price of $195.98, equal to the closing price of the company’s ADSs on the grant date.

How do the warrants vest for Ascendis Pharma employees?

Vesting is subject to continued service: 25% vest after one year, then the remaining 75% vest monthly at 1/36th

How many warrants remain available for future grants at ASND?

After this grant, 1,859,873 warrants

Where can investors find the full terms of the warrants?

The company included its Articles of Association as Exhibit 1.1 to the report, which contains the material terms and is incorporated by reference.