Form 4: INSM Chief People Officer Sells 10,000 Shares; Retains 79,764

Rhea-AI Filing Summary

Insmed insider stock sales totaling 10,000 shares were reported. The reporting person, identified as Chief People Strategy Officer and an officer/director, sold 3,554 shares at a weighted average around $126.57, 5,746 shares at a weighted average around $127.71, and 700 shares at a weighted average around $128.16, all on 08/14/2025. After these transactions the reporting person beneficially owned 79,764 shares.

The record shows specific price ranges for each block of shares sold and that 357 of the remaining shares were acquired through the company’s 2018 Employee Stock Purchase Plan. The filing includes a signed power of attorney for the submission. All details are reported on Form 4 and limited to these transactions and resulting ownership.

Positive

• Reporting person retains a sizeable stake of 79,764 shares after the sales, including 357 shares from the 2018 ESPP

Negative

• Insider sold a total of 10,000 shares in three transactions on 08/14/2025, which may be interpreted by some investors as reduced insider exposure
• Sales executed at market prices with weighted averages between approximately $126.57 and $128.16, reducing the insider's share count from 86,210 to 79,764 as reported

Insights

Corporate Governance Expert

TL;DR: Officer sold 10,000 shares in three blocks; ownership now ~79,764 shares.

The filing documents routine open-market sales by an officer/director rather than option exercises or transfers. The three sale blocks total 10,000 shares with weighted average prices in a narrow $126–$128 range, suggesting marketed sales rather than single-block negotiated transactions. Retaining 79,764 shares keeps the reporting person as a meaningful, but reduced, insider holder. From a governance perspective, these are ordinary disclosures; the filing does not indicate hedging, loans, or related-party transfers that would raise additional governance flags.

Securities Risk Analyst

TL;DR: Sales are material for the individual but present no disclosed extraordinary risk to the issuer.

The transaction size (10,000 shares) and prices are explicitly reported with ranges and weighted averages. The filing notes 357 shares from an Employee Stock Purchase Plan remain included in beneficial ownership. There is no reference to a Rule 10b5-1 plan or insider trading defense on this form, and no derivative or hedging instruments are reported. Based solely on the disclosed items, this is a straightforward insider sale with clear post-sale ownership figures; it does not by itself indicate company-level financial stress or material corporate events.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
08/14/2025

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	08/14/2025		S		3,554	D	$126.57(1)	86,210(2)	D
Common Stock	08/14/2025		S		5,746	D	$127.71(3)	80,464	D
Common Stock	08/14/2025		S		700	D	$128.16(4)	79,764	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:

1. This is the weighted average sales price representing 3,554 shares sold at prices ranging from $126.01 to $126.94 per share. The Reporting Person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer the number of shares sold at each price within the price range upon request.

2. Includes 357 shares acquired through the Company's 2018 Employee Stock Purchase Plan.

3. This is the weighted average sales price representing 5,746 shares sold at prices ranging from $127.08 to $128.00 per share. The Reporting Person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer the number of shares sold at each price within the price range upon request.

4. This is the weighted average sales price representing 700 shares sold at prices ranging from $128.10 to $128.24 per share. The Reporting Person undertakes to provide to the SEC staff, the issuer, or a security holder of the issuer the number of shares sold at each price within the price range upon request.

Remarks:

Exhibit List - Exhibit 24 - Power of Attorney

	/s/ S. Nicole Schaeffer, by Michael A. Smith as Attorney-in-fact	08/18/2025
	** 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 transactions did INSM insider S. Nicole Schaeffer report on Form 4?

The reporting person sold a total of 10,000 shares in three blocks on 08/14/2025: 3,554 shares at a weighted average ~$126.57, 5,746 shares at ~$127.71, and 700 shares at ~$128.16.

How many Insmed (INSM) shares does the reporting person own after these sales?

After the reported transactions the reporting person beneficially owned 79,764 shares.

Did the Form 4 disclose any derivative transactions or hedging for INSM?

No. Table II for derivative securities is empty; only non-derivative common stock sales are reported.

Are any of the remaining shares from an employee plan?

Yes. The filing states that 357 shares of the reported ownership were acquired through the company’s 2018 Employee Stock Purchase Plan.

Does the filing indicate sales were made under a Rule 10b5-1 plan?

The Form 4 does not indicate that the transactions were made pursuant to a Rule 10b5-1 written plan.