Ascendis Pharma (ASND) issues 16,570 employee warrants at $224.19 strike

Rhea-AI Filing Summary

Ascendis Pharma A/S reports that its board granted an aggregate of 16,570 warrants to certain employees on February 10, 2026 under Appendix 1a of its Articles of Association. Each warrant allows the holder to subscribe for one ordinary share at an exercise price of US $224.19 per share, matching the closing price of the company’s ADS on the grant date.

Vesting is service-based, with 25% of the warrants vesting on the one-year anniversary of the grant and the remaining 75% vesting in equal monthly installments over the following 36 months, subject to continued service and possible earlier vesting upon certain exit events. After this grant, warrants to subscribe for an additional 1,666,633 shares remain available for future grants under 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 February, 2026

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such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 February 10, 2026, the Company’s board of directors granted an aggregate of 16,570 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 $224.19 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 1,666,633 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: February 10, 2026				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

What did Ascendis Pharma (ASND) disclose in its February 2026 Form 6-K?

Ascendis Pharma disclosed a new employee warrant grant in its Form 6-K. The board approved 16,570 warrants for certain employees, each exercisable for one ordinary share, under the company’s Articles of Association and linked to service-based vesting conditions over several years.

How many warrants did Ascendis Pharma (ASND) grant to employees and at what price?

Ascendis Pharma granted 16,570 employee warrants, each for one ordinary share. The exercise price is US $224.19 per share, equal to the closing price of the company’s American Depositary Shares on the February 10, 2026 grant date as disclosed.

What are the vesting terms of Ascendis Pharma’s February 2026 employee warrants?

The warrants vest over time based on continued service. Twenty-five percent vest on the one-year anniversary of the February 10, 2026 grant, and the remaining 75% vest in equal monthly installments over the following 36 months, with possible earlier vesting upon certain exit events.

How many additional warrants can Ascendis Pharma (ASND) still grant after this award?

After this grant, Ascendis Pharma still has warrants to subscribe for an additional 1,666,633 shares available. These remaining warrants may be granted in the future by the board under the company’s Articles of Association, providing continued capacity for equity-based incentives.

How is this Form 6-K incorporated into Ascendis Pharma’s existing registration statements?

The Form 6-K is incorporated by reference into Ascendis Pharma’s existing Form S-8 and Form F-3 registration statements. This means the information becomes part of those registered offerings unless later filings or reports supersede it, maintaining up-to-date disclosure for investors.

Filing Exhibits & Attachments

1 document

Other Documents

• EX-1.1 EX-1.1 1.2 MB