Ascendis Pharma (NASDAQ: ASND) to swap ADSs for ordinary shares in Nasdaq direct listing

Rhea-AI Filing Summary

Ascendis Pharma A/S is transitioning from ADSs to a direct listing of its ordinary shares on Nasdaq. The company plans to list its ordinary shares on The Nasdaq Global Select Market, with trading expected to begin on April 20, 2026 under the existing ticker “ASND.”

All outstanding American Depositary Shares will be mandatorily exchanged for ordinary shares on a one-for-one basis. The last trading day for ADSs on Nasdaq is expected to be April 17, 2026, after which holders will automatically receive ordinary shares through their brokers’ DTC accounts.

Key Figures

Effective Date: April 20, 2026 Last ADS trading day: April 17, 2026 Exchange ratio: 1 ordinary share per ADS

3 metrics

Effective Date April 20, 2026 Date ordinary shares are expected to begin trading on Nasdaq

Last ADS trading day April 17, 2026 Final expected trading day for Ascendis ADSs on Nasdaq

Exchange ratio 1 ordinary share per ADS Mandatory conversion rate of ADSs into ordinary shares

Key Terms

American Depositary Shares, direct listing, The Nasdaq Global Select Market, Depository Trust Company, +1 more

5 terms

American Depositary Shares financial

"all outstanding American Depositary Shares (“ADSs”) will be mandatorily exchanged"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

direct listing financial

"it plans to list its ordinary shares directly on Nasdaq"

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

The Nasdaq Global Select Market financial

"ordinary shares on The Nasdaq Global Select Market"

Depository Trust Company financial

"Holders of ADSs through the systems 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.

forward-looking statements regulatory

"This report contains forward-looking statements that involve substantial risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

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 April, 2026

Commission File Number: 001-36815

Ascendis Pharma A/S

(Translation of registrant’s name into English)

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 ☐

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, 333-285322 and 333-293854) and Form F-3 (Registration Numbers 333-209336 and 333-282196) of Ascendis Pharma A/S (the “Company” or “Ascendis”) (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.

On April 8, 2026, the Company announced that it plans to list its ordinary shares directly on Nasdaq, anticipated to be effective at the opening of trading on April 20, 2026 (the “Effective Date”).

As part of the transition to a direct listing of ordinary shares on The Nasdaq Global Select Market, all outstanding American Depositary Shares (“ADSs”) will be mandatorily exchanged for ordinary shares. Each ADS currently eligible for trading will be exchanged for one ordinary share, which will be listed and commence trading on The Nasdaq Global Select Market under the Company’s existing ticker symbol “ASND” on the Effective Date. The last day of trading of ADSs on Nasdaq is expected to be on April 17, 2026.

Implementation of the Exchange

On the Effective Date, The Bank of New York Mellon, as Depositary for the ADSs, will call for surrender of all ADSs to be mandatorily exchanged into ordinary shares on the basis of one ordinary share for each ADS held.

Holders of ADSs through the systems of The Depository Trust Company (“DTC”), through a bank, broker or other securities intermediary (“Broker”), will have their ADSs automatically canceled and will automatically receive the ordinary shares through the DTC account of their respective Brokers.

Forward-Looking Statements

This report contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding Ascendis’ future operations, plans 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) the contemplated timing and implementation of the exchange of ADSs for ordinary shares, (ii) the contemplated listing and trading of ordinary shares on The Nasdaq Global Select Market, and (iii) the anticipated benefits of the direct listing of ordinary shares. 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 the following: risks that the exchange of ADSs for ordinary shares may not be completed on the anticipated timeline or at all; risks related to the eligibility of the ordinary shares for clearance and holding in The Depository Trust Company system; the possibility that ordinary shares may not be approved for listing on The Nasdaq Global Select Market, or that listing may be delayed or subject to conditions; risks that trading in ordinary shares on Nasdaq may be less liquid or result in different trading dynamics than trading in ADSs; potential adverse tax consequences to ADS holders in connection with the exchange of ADSs for ordinary shares; and risks related to the impact of the exchange of ADSs for ordinary shares on the Company’s other outstanding securities. 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 submitted 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.

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: April 8, 2026				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?

Ascendis Pharma announced it plans a direct listing of its ordinary shares on The Nasdaq Global Select Market. All existing American Depositary Shares will be mandatorily exchanged into ordinary shares, which are expected to begin trading under the ticker “ASND” on April 20, 2026.

When will Ascendis Pharma’s ordinary shares start trading on Nasdaq?

Ascendis Pharma expects its ordinary shares to start trading on The Nasdaq Global Select Market on April 20, 2026. This date is referred to as the Effective Date and marks the completion of the mandatory exchange of ADSs into ordinary shares for existing holders.

What happens to Ascendis Pharma ADSs (ASND) in this exchange?

All outstanding Ascendis Pharma American Depositary Shares will be mandatorily exchanged for ordinary shares on a one-for-one basis. ADSs are expected to trade on Nasdaq only through April 17, 2026, after which they will be canceled and replaced with ordinary shares in investor accounts.

Do Ascendis Pharma ADS holders need to take action for the share exchange?

ADS holders who hold through DTC via a bank or broker will have their ADSs automatically canceled and replaced with ordinary shares. The ordinary shares will be delivered through the DTC account of their respective brokers, so most investors will not need to take separate action.

Will Ascendis Pharma’s ticker symbol change after the direct listing?

No, Ascendis Pharma’s ordinary shares are expected to trade on The Nasdaq Global Select Market under the existing ticker symbol “ASND.” Only the form of the security changes from American Depositary Shares to directly listed ordinary shares, keeping continuity for market participants.

What risks did Ascendis Pharma highlight about the ADS to share exchange?

Ascendis Pharma noted risks that the exchange may not be completed on the expected timeline or at all, as well as potential issues with DTC eligibility, Nasdaq listing approval, trading liquidity changes, tax consequences for ADS holders, and effects on the company’s other outstanding securities.