Exact Sciences Corp SEC Filings

Insmed, Inc. (INSM) – Form 144 notice of proposed sale

The filing discloses that Michael A. Smith intends to sell 748 shares of Insmed common stock through Merrill Lynch on or about 11 July 2025. The shares carry an aggregate market value of $72,114, implying a reference price of roughly $96 per share. Insmed has 182,138,923 shares outstanding, so the planned sale represents only 0.0004 % of the float.

The form also lists insider transactions over the preceding three months: Smith sold 34,470 shares between 14 May 2025 and 5 June 2025 for gross proceeds of $2.4 million. Even these cumulative sales equal just 0.019 % of shares outstanding. All sales were made under Rule 144, which governs the resale of restricted or control securities.

No financing, earnings, or operational data accompany the filing; the document’s sole purpose is to give advance notice of this modest insider disposition and to certify that the seller is unaware of undisclosed material adverse information.

Transaction overview: UBS AG is issuing $777,000 of unsubordinated, unsecured Trigger Autocallable Contingent Yield Notes linked to the common stock of The Kraft Heinz Company (KHC). The notes price on 11 Jul 2025, settle on 15 Jul 2025 and mature on 17 Jul 2028, unless called earlier.

• Face amount: $10 per note (minimum purchase 100 notes).
• Contingent coupon: 8.68% p.a. (paid quarterly ≈ $0.217 per note) only when KHC closes ≥ coupon barrier on an observation date.
• Coupon barrier / downside threshold: $19.00 (70% of initial level $27.14).
• Automatic call: Beginning 6 months after settlement and quarterly thereafter, if KHC closes ≥ initial level ($27.14). Investors receive par + any due coupon; no further payments.
• Principal at maturity: • Par if KHC ≥ downside threshold and notes were not called. • Par × (1 + underlying return) if KHC < threshold, resulting in 1-for-1 downside exposure to −100%.
• Estimated initial value: $9.62 (UBS internal model), 3.8% below issue price due to fees/hedging costs.
• Secondary market: No listing; UBS affiliates may make markets but are not obliged to do so.

Key risks highlighted by issuer:

• Loss of up to full principal if KHC falls >30% and notes are not called.
• Coupons contingent; investors may receive few or none.
• Credit risk of UBS AG senior debt.
• Potential illiquidity and bid–ask premium in secondary trading.
• Estimated value below issue price; early resale likely below $10.

Illustrative performance scenarios: UBS shows (1) early call after two quarters producing a 4.34% total return; (2) hold to maturity with KHC ≥ threshold producing same 4.34% total return; (3) KHC down 33.5% at maturity producing a 31.3% loss.

Use-of-proceeds & distribution: UBS Securities LLC will purchase the notes less a $0.20 per-note underwriting discount and resell to UBS Financial Services Inc.; the offering raises net proceeds of ≈ $761,460 for UBS. Because both dealers are UBS affiliates, the deal is a FINRA 5121 conflict-of-interest offering.

Investor suitability: Product targets investors comfortable with (i) single-name equity risk, (ii) contingent income, (iii) potential illiquidity, and (iv) UBS credit exposure. Not appropriate for investors seeking principal protection, guaranteed income, or equity upside participation.