Ascendis Pharma A/S Announces Share Repurchase Program & Net Settlement of Certain RSUs

Rhea-AI Summary

Ascendis Pharma A/S (ASND) has announced a comprehensive share management initiative for Q1 2025, involving approximately $25 million in total expenditure. The plan consists of two main components:

1. A Share Repurchase Program of up to $18.25 million in American Depositary Shares (ADSs), which will be executed in compliance with Rules 10b-18 and 10b5-1.

2. A Net Settlement of RSUs involving approximately 450,000 RSUs, requiring about $9 million in cash to cover tax-withholding obligations, which will preserve about 75,000 ADSs as treasury shares.

The combined initiatives aim to preserve approximately 200,000 ADSs as treasury shares. The repurchase program's timing and volume will be based on market conditions and share price, with flexibility to modify or terminate without notice.

Positive

• Authorization of $18.25 million share repurchase program indicates confidence in company's value
• Strategic preservation of 200,000 ADSs as treasury shares
• Flexible repurchase terms allow for optimal market timing

Negative

• Significant cash outlay of $25 million could impact available working capital
• Tax-withholding obligations for RSUs require $9 million cash expenditure

– Expected use of approximately $25 million in first quarter of 2025 intended to preserve approximately 200,000 ADSs held as treasury shares

COPENHAGEN, Denmark, Feb. 12, 2025 (GLOBE NEWSWIRE) -- Ascendis Pharma A/S (Nasdaq: ASND) today announced that its Board of Directors has authorized the Company to use approximately $25 million to fund a share repurchase program and net settle certain RSUs.

The Board of Directors has authorized the Company to repurchase up to $18.25 million of the Company’s American Depositary Shares (ADSs) (the Share Repurchase Program), each of which represents one ordinary share of Ascendis Pharma A/S. The Company plans to execute the repurchases in compliance with Rules 10b-18 and 10b5-1 of U.S. securities regulations.

In addition, the Company plans to apply net settlement of the tax-withholding obligation in certain jurisdictions related to the vesting of approximately 450,000 RSUs for a total cash amount of approximately $9 million preserving approximately 75,000 ADSs held as treasury shares (the Net Settlement of RSUs).

Together, the Share Repurchase Program and the Net Settlement of RSUs are intended to preserve approximately 200,000 ADSs held as treasury shares.

The new Share Repurchase Program authorizes the repurchase of up to $18.25 million of the Company’s ADSs. Purchases under the new Share Repurchase Program may be made from time to time, in such amounts as management deems appropriate, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the new Share Repurchase Program will be determined based on market conditions, share price and other factors. The new Share Repurchase Program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time without notice.

About Ascendis Pharma A/S
Ascendis Pharma is applying its innovative TransCon technology platform to build a leading, fully integrated biopharma company focused on making a meaningful difference in patients’ lives. Guided by its core values of Patients, Science, and Passion, Ascendis uses its TransCon technologies to create new and potentially best-in-class therapies. Ascendis is headquartered in Copenhagen, Denmark and has additional facilities in Europe and the United States. Please visit ascendispharma.com to learn more.

Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this press release regarding Ascendis’ future operations, plans and objectives of management are forward-looking statements. Examples of such statements include, but are not limited to, statements relating to (i) the planned Share Repurchase Program, (ii) the planned Net Settlement of RSUs, (iii) Ascendis’ ability to apply its TransCon technology platform to build a leading, fully integrated biopharma company, and (iv) Ascendis’ use of its TransCon technologies to create new and potentially best-in-class therapies. Ascendis may not actually achieve the plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Ascendis makes, including the following: dependence on third party manufacturers, distributors and service providers for Ascendis’ products and product candidates; unforeseen safety or efficacy results in Ascendis’ development programs or on-market products; unforeseen expenses related to commercialization of any approved Ascendis products; unforeseen expenses related to Ascendis’ development programs; unforeseen selling, general and administrative expenses, other research and development expenses and Ascendis’ business generally; delays in the development of its programs related to manufacturing, regulatory requirements, speed of patient recruitment or other unforeseen delays; Ascendis’ ability to obtain additional funding, if needed, to support its business activities; the impact of international economic, political, legal, compliance, social and business factors. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ascendis’ business in general, see Ascendis’ Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (SEC) on February 12, 2025, and Ascendis’ other future reports filed with, or submitted to, the SEC. Forward-looking statements do not reflect the potential impact of any future licensing, collaborations, acquisitions, mergers, dispositions, joint ventures, or investments that Ascendis may enter into or make. Ascendis does not assume any obligation to update any forward-looking statements, except as required by law.

Ascendis, Ascendis Pharma, the Ascendis Pharma logo, the company logo, and TransCon are trademarks owned by the Ascendis Pharma Group. © February 2025 Ascendis Pharma A/S.

Investor Contacts:	Media Contact:
Scott Smith	Melinda Baker
Ascendis Pharma	Ascendis Pharma
ir@ascendispharma.com	+1 (650) 709-8875
	media@ascendispharma.com
Patti Bank
ICR Healthcare
+1 (415) 513-1284
patti.bank@icrhealthcare.com

FAQ

How much is Ascendis Pharma (ASND) spending on its share repurchase program in Q1 2025?

Ascendis Pharma is spending $18.25 million on its share repurchase program in Q1 2025.

How many ADSs will Ascendis Pharma (ASND) preserve as treasury shares through its 2025 initiative?

Ascendis Pharma aims to preserve approximately 200,000 ADSs as treasury shares through the combined Share Repurchase Program and Net Settlement of RSUs.

What is the total cost of Ascendis Pharma's (ASND) 2025 share management initiative?

The total cost is approximately $25 million, comprising $18.25 million for share repurchases and $9 million for RSU net settlement.

How many RSUs are involved in Ascendis Pharma's (ASND) 2025 net settlement plan?

Approximately 450,000 RSUs are involved in the net settlement plan, which will preserve about 75,000 ADSs as treasury shares.