[6-K] – Ascendis Pharma A/S (ASND) (CIK 0001612042)

Rhea-AI Filing Summary

Ascendis Pharma (ASND) reported a new employee equity grant. On October 14, 2025, the board granted 31,710 warrants under Appendix 1a of the Articles of Association. Each warrant entitles the holder to subscribe for one ordinary share at an exercise price of $208.71 per share, set at the ADS closing price on the grant date.

The company amended its Articles of Association to provide for this grant. Vesting follows a standard schedule: 25% on the one-year anniversary, then 1/36th monthly for the next three years, subject to continued service and earlier vesting upon certain exit events. After this grant, 1,794,273 warrants remain available for future grants pursuant to the Articles of Association.

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 October, 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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 October 14, 2025, the Company’s board of directors granted an aggregate of 31,710 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 $208.71 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 1,794,273 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: October 15, 2025				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

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

The board granted 31,710 warrants to certain employees and amended the Articles of Association to provide for the grant.

What is the exercise price of the new ASND warrants?

Each warrant has an exercise price of $208.71 per share, based on the ADS closing price on the grant date.

How do the ASND warrants vest?

Vesting is 25% at one year, then 1/36th monthly over the following three years, subject to continued service and potential earlier vesting upon certain exit events.

How many shares can each warrant purchase?

Each warrant confers the right to subscribe for one ordinary share of Ascendis Pharma.

How many additional warrants remain available for future grants at ASND?

After this grant, 1,794,273 warrants remain available for future issuance under the Articles of Association.

Did Ascendis Pharma change its governing documents?

Yes. The company amended its Articles of Association in connection with providing for this warrant grant.

Are these terms incorporated into existing registration statements?

Yes. This report is incorporated by reference into specified Form S-8 and Form F-3 registration statements.