Insmed (INSM) awards CLO 5,293 RSUs and 27,600 stock options under 2019

Rhea-AI Filing Summary

Insmed’s Chief Legal Officer Michael Alexander Smith received new equity awards. On January 2, 2026, he was granted 5,293 Restricted Stock Units (RSUs), each equal to one share of common stock, under Insmed’s Amended and Restated 2019 Incentive Plan. The RSUs vest 25% on the first day of the first month following the first anniversary of the grant date, then 25% on each anniversary of that initial vesting date until fully vested. The grant increased his directly held common stock to 60,195 shares.

On the same date, he was also granted 27,600 stock options with an exercise price of $177.12 per share, expiring on January 2, 2036. These options vest 25% on the initial vesting date, with an additional 12.5% every six months thereafter until fully exercisable. Following this grant, he holds 27,600 stock options directly.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Smith Michael Alexander

(Last) (First) (Middle)

700 US HIGHWAY 202/206

(Street)

BRIDGEWATER NJ 08807

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSMED Inc [ INSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	01/02/2026		A		5,293(1)	A	(2)	60,195	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$177.12	01/02/2026		A		27,600		(3)	01/02/2036	Common Stock	27,600	$0	27,600	D

Explanation of Responses:

1. Represents Restricted Stock Units (RSUs), each representing a contingent right to receive one share of Common Stock, granted pursuant to the Company's Amended and Restated 2019 Incentive Plan, as amended. The RSUs vest as follows: 25% on the first day of the first month following the first anniversary of the date of grant (the Initial Vesting Date) and 25% on each anniversary of the Initial Vesting Date until fully vested.

2. Each RSU was granted on January 2, 2026 for no consideration.

3. These stock options were granted under the Company's Amended and Restated 2019 Incentive Plan, as amended. The options become exercisable based on the following vesting schedule: 25% vest on the Initial Vesting Date and an additional 12.5% vest every six months thereafter until fully vested.

Remarks:

	/s/ Michael A. Smith	01/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did INSM’s Chief Legal Officer report on January 2, 2026?

Insmed’s Chief Legal Officer Michael Alexander Smith reported receiving 5,293 RSUs of common stock and 27,600 stock options on January 2, 2026, both granted under the company’s Amended and Restated 2019 Incentive Plan.

How do the 5,293 RSUs granted to INSM’s CLO vest?

The 5,293 RSUs vest as follows: 25% on the first day of the first month following the first anniversary of the grant date (the Initial Vesting Date), and 25% on each anniversary of that Initial Vesting Date until fully vested.

What are the terms of the 27,600 stock options granted to INSM’s CLO?

The 27,600 stock options have an exercise price of $177.12 per share and expire on January 2, 2036. They vest 25% on the Initial Vesting Date, with an additional 12.5% vesting every six months thereafter until fully vested.

Did the INSM insider pay for the RSUs and options reported in this Form 4?

Each RSU was granted for no consideration, meaning no cash payment was required for the 5,293 RSUs. The stock options were granted with an exercise price of $177.12 per share, payable if and when the options are exercised.

How many INSM common shares does the CLO own after these grants?

After the reported RSU grant, the Chief Legal Officer beneficially owns 60,195 shares of common stock directly, as well as 27,600 stock options that are subject to vesting and exercisability conditions.

Under which plan were the INSM RSUs and stock options granted?

Both the 5,293 RSUs and the 27,600 stock options were granted under Insmed’s Amended and Restated 2019 Incentive Plan, as amended, which governs the company’s equity-based compensation awards.