Darwin Global Management, Ltd., together with its Chief Investment Officer Dr. Abhishek Trehan and Darwin Global Master Fund Ltd., reports beneficial ownership of Insmed Inc. common stock.
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Darwin Global Management, Ltd., together with its Chief Investment Officer Dr. Abhishek Trehan and Darwin Global Master Fund Ltd., reports beneficial ownership of Insmed Inc. common stock. The group reports 6,431,163 shares of common stock, representing 3.0% of the class, based on 216,752,451 shares outstanding as of May 1, 2026. Voting and dispositive power over these shares is reported on a shared basis, with no sole voting or dispositive power, and the filing states that the reporting persons are the beneficial owners for Section 13 purposes only as described.
Key Figures
Shares beneficially owned:6,431,163 sharesPercent of class:3.0%Shares outstanding:216,752,451 shares+2 more
5 metrics
Shares beneficially owned6,431,163 sharesInsmed Inc. common stock reported by the Darwin Global reporting group
Percent of class3.0%Portion of Insmed common stock beneficially owned by the reporting persons
Shares outstanding216,752,451 sharesInsmed common stock outstanding as of May 1, 2026 per Form 10-Q
Master Fund shared voting power6,254,258 sharesShares of Insmed common stock with shared voting and dispositive power for Darwin Global Master Fund Ltd.
Reporting threshold status5 percent or lessOwnership of 5 percent or less of a class noted under Item 5
"the beneficial owner of the securities reported herein"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
shared voting powerregulatory
"Shared Voting Power 6,431,163.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerregulatory
"Shared Dispositive Power 6,431,163.00"
Schedule 13Gregulatory
"for purposes of Section 13 of the Securities Exchange Act of 1934"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
segregated accountsfinancial
"segregated accounts (the "Segregated Accounts") for which Darwin Global serves"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of Insmed Inc (INSM) does Darwin Global currently report owning?
Darwin Global and related reporting persons report beneficial ownership of 3.0% of Insmed Inc. common stock. This percentage is calculated using 216,752,451 shares outstanding as of May 1, 2026, as disclosed in Insmed’s Form 10-Q.
How many Insmed Inc (INSM) shares are reported as beneficially owned by Darwin Global?
The reporting group discloses beneficial ownership of 6,431,163 shares of Insmed Inc. common stock. These shares are held directly by Darwin Global Master Fund Ltd. and segregated accounts for which Darwin Global acts as investment manager or sub-investment advisor.
Who are the reporting persons in this Schedule 13G/A for Insmed Inc (INSM)?
The reporting persons are Darwin Global Management, Ltd., Dr. Abhishek Trehan, and Darwin Global Master Fund Ltd.. Darwin Global acts as investment manager, and Dr. Trehan is its Chief Investment Officer and controlling person.
What voting power does Darwin Global report over Insmed Inc (INSM) shares?
The reporting persons state they have 0 sole voting power and 6,431,163 shares of shared voting power. They likewise report no sole dispositive power and shared dispositive power over the same number of shares.
What does “ownership of 5 percent or less of a class” mean in this INSM Schedule 13G/A?
The filing includes an “Ownership of 5 percent or less of a class” statement, indicating the reporting group’s Insmed holdings are now at or below 5% of the outstanding common stock, with their current reported stake at 3.0%.
On what share count is Darwin Global’s 3.0% stake in Insmed Inc (INSM) based?
The 3.0% ownership figure is based on 216,752,451 Insmed common shares outstanding as of May 1, 2026, as reported in Insmed’s Form 10-Q for the quarter ended March 31, 2026.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
INSMED Inc
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
457669307
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
457669307
1
Names of Reporting Persons
Darwin Global Management, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,431,163.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,431,163.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,431,163.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
457669307
1
Names of Reporting Persons
Dr. Abhishek Trehan
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,431,163.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,431,163.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,431,163.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
3.0 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
457669307
1
Names of Reporting Persons
Darwin Global Master Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,254,258.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,254,258.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,254,258.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
2.9 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
INSMED Inc
(b)
Address of issuer's principal executive offices:
700 US HIGHWAY 202/206 BRIDGEWATER NJ 08807
Item 2.
(a)
Name of person filing:
This statement is filed by:
(i) Darwin Global Management, Ltd., a limited company incorporated under the laws of Jersey ("Darwin Global") with respect to the shares of common stock, par value $0.01 per share ("Common Stock") of Insmed Incorporated (the "Company") directly held by (a) Master Fund (as defined below), to which Darwin Global serves as investment manager and (b) segregated accounts (the "Segregated Accounts") for which Darwin Global serves as an appointed sub-investment advisor;
(ii) Dr. Abhishek Trehan ("Dr. Trehan"), the Chief Investment Officer and the controlling person of Darwin Global, with respect to the shares of Common Stock directly held by each of Master Fund and the Segregated Accounts; and
(iii) Darwin Global Master Fund Ltd. ("Master Fund"), a Cayman Islands exempted company, with respect to the shares of Common Stock directly held by it.
The foregoing persons are hereinafter sometimes each referred to as a "Reporting Person" and collectively referred to as the "Reporting Persons."
The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is Whiteley Chambers, Don Street, St. Helier, Jersey JE2 4TR.
(c)
Citizenship:
Darwin Global is a Jersey limited company. Dr. Trehan is a British citizen. Master Fund is a Cayman Islands exempted company.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
457669307
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4(a) is set forth in Row 9 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 216,752,451 shares of Common Stock outstanding as of May 1, 2026, as reported in the Company's quarterly report for the quarterly period ended March 31, 2026 on Form 10-Q, filed with the Securities and Exchange Commission on May 7, 2026.
(b)
Percent of class:
3.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(ii) Shared power to vote or to direct the vote:
The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for each of the Reporting Persons and is incorporated herein by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Darwin Global Management, Ltd.
Signature:
/s/ John Legge
Name/Title:
John Legge, Director and Chief Financial Officer
Date:
08/14/2026
Dr. Abhishek Trehan
Signature:
/s/ Dr. Abhishek Trehan
Name/Title:
Dr. Abhishek Trehan, individually
Date:
08/14/2026
Darwin Global Master Fund, Ltd.
Signature:
/s/ John Legge
Name/Title:
By: Darwin Global Management, Ltd, its Investment Manager, By: John Legge, Director and Chief Financial Officer
