S-3ASR 1 ny20072736x1_s3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on May 15, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

INSMED INCORPORATED

(Exact name of Registrant as specified in its charter)


Virginia (State or other jurisdiction of incorporation or organization)			54-1972729 (I.R.S. Employer Identification Number)

700 US Highway 202/206

Bridgewater, New Jersey 08807

(908) 977-9900

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

William H. Lewis

Chair and Chief Executive Officer

700 US Highway 202/206

Bridgewater, New Jersey 08807

(908) 977-9900

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:


Michael A. Smith Chief Legal Officer 700 US Highway 202/206 Bridgewater, New Jersey 08807 (908) 977-9900			Michael J. Riella Sarah C. Griffiths Covington & Burling LLP One CityCenter 850 Tenth Street, NW Washington, DC 20001 (202) 662-6000

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box: ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☒	Accelerated filer ☐	Non-accelerated filer ☐	Smaller reporting company ☐
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐


ABOUT THIS PROSPECTUS			1
INSMED INCORPORATED			2
RISK FACTORS			3
FORWARD-LOOKING STATEMENTS			4
USE OF PROCEEDS			7
DESCRIPTION OF COMMON STOCK			8
DESCRIPTION OF DEBT SECURITIES			10
SELLING SECURITYHOLDERS			19
PLAN OF DISTRIBUTION			20
LEGAL MATTERS			22
EXPERTS			22
WHERE YOU CAN FIND MORE INFORMATION			22
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE			23


			Amount to Be Paid
SEC registration fee			$ *
Nasdaq listing fee			**
Legal fees and expenses			**
Accounting fees and expenses			**
Transfer agent fees			**
Printing and engraving expenses			**
Miscellaneous			**
Total			$ **


Exhibit Number			Description
**1.1			Form of Underwriting Agreement.
3.1			Articles of Incorporation of Insmed Incorporated, as amended through June 14, 2012 (incorporated by reference from Exhibit 3.1 to Insmed Incorporated’s Annual Report on Form 10-K filed on March 18, 2013).
3.2			Amended and Restated Bylaws of Insmed Incorporated (incorporated by reference from Exhibit 3.1 to Insmed Incorporated’s Current Report on Form 8-K filed on May 11, 2023).
4.1			Specimen stock certificate representing common stock, $0.01 par value per share, of Insmed Incorporated (incorporated by reference from Exhibit 4.2 to Insmed Incorporated’s Registration Statement on Form S-4/A (Registration No. 333-30098) filed on March 24, 2000).
4.2			Indenture, dated as of January 26, 2018, by and between Insmed Incorporated and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association) (incorporated by reference from Exhibit 4.1 to Insmed Incorporated’s Current Report on Form 8-K filed on January 26, 2018).
**4.3			Form of Debt Security.
*5.1			Opinion of Hunton Andrews Kurth LLP, counsel to the registrant.
*5.2			Opinion of Covington & Burling LLP, counsel to the registrant.
*23.1			Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
*23.2			Consent of Hunton Andrews Kurth LLP (included in Exhibit 5.1).
*23.3			Consent of Covington & Burling LLP (included in Exhibit 5.2).
*24.1			Power of Attorney (included on signature page hereto).
*25.1			Statement of Eligibility of Computershare Trust Company, N.A. on Form T-1.
*107			Filing Fee Table.


Signature	Title	Date

/s/ WILLIAM H. LEWIS	Chair and Chief Executive Officer (Principal Executive Officer)	May 15, 2026
William H. Lewis		May 15, 2026

/s/ SARA BONSTEIN	Chief Financial Officer (Principal Financial and Accounting Officer)	May 15, 2026
Sara Bonstein		May 15, 2026

/s/ ELIZABETH MCKEE ANDERSON	Director	May 15, 2026
Elizabeth McKee Anderson	Director	May 15, 2026

/s/ DAVID R. BRENNAN	Lead Independent Director	May 15, 2026
David R. Brennan	Lead Independent Director	May 15, 2026

/s/ CLARISSA DESJARDINS, PH.D.	Director	May 15, 2026
Clarissa Desjardins, Ph.D.	Director	May 15, 2026

/s/ LEO LEE	Director	May 15, 2026
Leo Lee	Director	May 15, 2026

/s/ CAROL A. SCHAFER	Director	May 15, 2026
Carol A. Schafer	Director	May 15, 2026

/s/ MELVIN SHAROKY, M.D.	Director	May 15, 2026
Melvin Sharoky, M.D.	Director	May 15, 2026

INSMED INCORPORATED

/s/ WILLIAM H. LEWIS

William H. Lewis
Chair and Chief Executive Officer

SEC Form S-3ASR filed by Insmed Incorporated