INSM Insider Transfers 23,303 Shares; Form 4 Shows 56,461 Shares Retained

Rhea-AI Filing Summary

Insmed, Inc. (INSM) reporting person S. Nicole Schaeffer, Chief People Strategy Officer and director, reported a non-derivative disposition on 09/04/2025. The filing shows a gift (Transaction Code G) of 23,303 common shares at a price of $0, leaving 56,461 shares beneficially owned directly after the transaction. No derivative transactions were reported. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• Timely disclosure filed and signed on 09/05/2025 indicating compliance with Section 16 reporting requirements
• Clear transaction type recorded as a gift (Transaction Code G) with precise share counts (23,303 gifted; 56,461 retained)

Negative

• Reduction in insider ownership by 23,303 shares which decreases the reporting person's direct stake
• Limited context—the Form 4 does not state recipient or purpose of the gift, so investor interpretation is constrained

Insights

Financial Analyst

TL;DR: Insider disclosed a large gift of shares, reducing direct holdings to 56,461 shares; transaction appears routine and non-sales based.

The filing documents a non‑derivative disposition coded as a gift of 23,303 common shares executed on 09/04/2025, recorded at $0 which is consistent with a transfer rather than a sale. For investors this is a clear ownership change by an executive but does not signal an open-market sale or immediate cash liquidity event. No derivative holdings were reported, simplifying the ownership picture.

Corporate Governance Expert

TL;DR: Form 4 shows compliant, timely reporting of an insider gift; governance implications are limited without further context.

The report identifies the reporting person as both an officer (Chief People Strategy Officer) and a director, and documents the gift via Transaction Code G. The filing was signed by an attorney‑in‑fact on 09/05/2025, indicating procedural compliance. Absent additional filings or context (e.g., related-party recipients, planned transfers), this disclosure appears administrative rather than a governance red flag.

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

OMB APPROVAL

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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^*

Schaeffer Orlov S Nicole

(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 People Strategy Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

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	09/04/2025		G		23,303	D	$0	56,461	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

Explanation of Responses:

Remarks:

	/s/ S. Nicole Schaeffer, by Michael A. Smith as Attorney-in-fact	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What transaction did the INSM insider report on 09/04/2025?

The insider reported a gift of 23,303 common shares (Transaction Code G) on 09/04/2025, recorded at a price of $0.

How many Insmed (INSM) shares does the reporting person hold after the transaction?

The Form 4 shows the reporting person held 56,461 shares directly following the reported disposition.

Was any derivative or option activity reported by the insider in this Form 4?

No. Table II shows no derivative securities were acquired, disposed of, or beneficially owned in this filing.

Who filed the Form 4 for S. Nicole Schaeffer and when was it signed?

The Form 4 was signed on behalf of S. Nicole Schaeffer by an attorney‑in‑fact, Michael A. Smith, on 09/05/2025.

Does this Form 4 indicate an open‑market sale of INSM shares?

No. The transaction is coded as a gift (Transaction Code G) and is recorded at $0, which is not an open‑market sale.