Enzon Pharmaceuticals (ENZN) completes Series C preferred exchange; press release attached

Rhea-AI Filing Summary

Enzon Pharmaceuticals, Inc. issued a press release announcing the completion of the exchange offer relating to its Series C Non-Convertible Redeemable Preferred Stock on March 25, 2026. The press release is attached as Exhibit 99.1 and incorporated by reference; the exhibit is not being "filed" for purposes of Section 18 of the Exchange Act.

Insights

Corporate Finance Counsel

Completion of an exchange offer for Series C preferred stock was disclosed; press release attached as Exhibit 99.1.

The filing states that Enzon Pharmaceuticals, Inc. completed an exchange offer relating to its Series C Non-Convertible Redeemable Preferred Stock and attached a press release dated March 25, 2026 as Exhibit 99.1. The 8-K follows standard practice by incorporating the release by reference and excluding it from being "filed" under Section 18.

The concrete items to watch are subsequent filings that may disclose the exchange consideration, any changes to capitalization, or effects on outstanding preferred or common shares. Timing and economic terms are not disclosed in this excerpt; future periodic or special filings may provide those details.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2026

ENZON PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction
of incorporation) 000-12957 (Commission File Number) 22-2372868 (IRS Employer Identification No.)

20 Commerce Drive (Suite 135), Cranford, New Jersey (Address of principal executive offices) 07016 (Zip Code)

(732) 980-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 7.01 Regulation FD Disclosure.

On March 25, 2026, Enzon Pharmaceuticals, Inc. issued a press release announcing the completion of the exchange offer relating to its Series C Non-Convertible Redeemable Preferred Stock. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the foregoing information, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit		Description
99.1		Press Release issued by Enzon Pharmaceuticals, Inc., dated March 25, 2026 (incorporated by reference to Exhibit (a)(1)(L) to Amendment No. 9 to the Schedule TO-I/A filed by Enzon with the SEC on March 25, 2026).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ENZON PHARMACEUTICALS, INC.
	(Registrant)
Date: March 25, 2026
	By:	/s/Richard L. Feinstein
	Name:	Richard L. Feinstein
	Title:	Chief Executive Officer, Chief Financial Officer and Secretary

FAQ

What did Enzon (ENZN) announce in this Form 8-K?

Enzon announced the completion of an exchange offer relating to its Series C Non-Convertible Redeemable Preferred Stock. The company attached a press release dated March 25, 2026 as Exhibit 99.1 and incorporated it by reference into the Form 8-K.

Where can I find details about the completed exchange offer for ENZN?

Details are provided in the press release attached as Exhibit 99.1, incorporated by reference in the Form 8-K. The 8-K itself states the exchange offer was completed but does not include the full terms within the filing text.

Does Exhibit 99.1 count as "filed" under Section 18 for Enzon?

No. The Form 8-K explicitly states the press release and Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act and are incorporated by reference only as described in the report.

Will the Form 8-K disclose economic terms of the Series C exchange offer?

The Form 8-K states completion and attaches a press release but does not itself state economic terms. Any material economic terms would appear in the attached Exhibit 99.1 or in subsequent SEC filings that expressly include those details.

What filings should investors check next for ENZN exchange-offer effects?

Investors should monitor subsequent filings that reference the exchange offer, such as amendments to the Schedule TO, prospectus supplements, or periodic reports, which may disclose consideration, capitalization changes, or accounting impacts tied to the exchange.