ASND issues 41,220 employee warrants; 1,753,053 remain available

Rhea-AI Filing Summary

Ascendis Pharma A/S reported the grant of 41,220 warrants to certain employees under Appendix 1a of its Articles of Association. Each warrant entitles the holder to subscribe for one ordinary share at an exercise price of US $201.16 per share, equal to the closing price of the ADS representing the company’s ordinary shares on the grant date.

The vesting schedule provides that 25% of the warrants vest on the one-year anniversary of the grant, with the remaining 75% vesting in equal monthly installments over the subsequent 36 months, subject to continued service. Certain exit events may cause earlier vesting as provided in the Articles of Association. Following this grant, warrants to subscribe for an additional 1,753,053 shares remain available for future grant pursuant to the Articles. The Articles of Association were amended to provide for this grant and are furnished as Exhibit 1.1.

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 November, 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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 November 11, 2025, the Company’s board of directors granted an aggregate of 41,220 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 $201.16 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 1,753,053 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: November 12, 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 company granted 41,220 employee warrants, each for one ordinary share, with a US $201.16 exercise price.

What is the exercise price of the new ASND warrants?

The exercise price is US $201.16 per share, equal to the ADS closing price on the grant date.

How do the ASND warrants vest?

25% vest at the one-year anniversary; the remaining 75% vest 1/36th per month thereafter, subject to continued service.

Are there conditions that could accelerate vesting of the ASND warrants?

Yes. Certain exit events may lead to earlier vesting as described in the Articles of Association.

How many additional ASND warrants are available for future grants?

After this grant, warrants to subscribe for 1,753,053 shares remain available for future grant.

Did Ascendis amend corporate documents in connection with the grant?

Yes. The Articles of Association were amended to provide for the grant and are filed as Exhibit 1.1.