Ascendis Pharma (NASDAQ: ASND) calls $575M 2.25% convertible notes with enhanced conversion window

Rhea-AI Filing Summary

Ascendis Pharma A/S is redeeming all $575.0 million of its 2.25% Convertible Senior Notes due 2028 on May 6, 2026. Noteholders will receive cash equal to 100% of principal plus accrued interest, or can choose to convert into ordinary shares before the redemption.

As of April 21, 2026, each $1,000 principal amount is redeemable for about $1,002.19, or convertible into 6.0118 shares, implying a conversion price of roughly $166.34 per share. During a special make-whole period, the conversion rate temporarily increases to 6.3232 shares, lowering the effective conversion price to about $158.15 per share and potentially increasing dilution.

Insights

Capital structure & credit analyst

Ascendis moves to retire $575M of convertible debt, with a window for equity conversion and potential dilution.

Ascendis is calling all $575.0 million of its 2.25% Convertible Senior Notes due 2028 for cash redemption on May 6, 2026. Holders can instead convert into ordinary shares at a defined conversion rate, shifting obligations from debt to equity when they choose that path.

The base conversion rate of 6.0118 shares per $1,000 of notes, equivalent to about $166.34 per share, could lead to up to 3,456,785 shares if fully converted. During the Make-Whole Conversion Period through May 4, 2026, the enhanced 6.3232-share rate, equivalent to about $158.15 per share, increases potential issuance to 3,635,840 shares, creating dilution risk for existing shareholders.

The company highlights risks around noteholder conversion choices, its available cash to fund the Redemption Price, and operational reliance on the trustee and DTC to process redemptions and conversions. Future filings may detail the actual mix of cash redemptions versus share conversions and the resulting impact on leverage and share count.

Key Figures

Convertible notes principal: $575.0 million Redemption example per note: $1,002.19 per $1,000 Base conversion rate: 6.0118 shares per $1,000 +5 more

8 metrics

Convertible notes principal $575.0 million Aggregate principal of 2.25% Convertible Senior Notes due 2028 called for redemption

Redemption example per note $1,002.19 per $1,000 Redemption Price per $1,000 principal amount on May 6, 2026 including accrued interest

Base conversion rate 6.0118 shares per $1,000 Conversion rate as of April 21, 2026, equivalent to about $166.34 per share

Shares at base conversion 3,456,785 shares Maximum ordinary shares issuable if all notes convert at 6.0118 rate

Make-whole conversion rate 6.3232 shares per $1,000 Enhanced conversion rate during Make-Whole Conversion Period, equal to about $158.15 per share

Shares at make-whole rate 3,635,840 shares Maximum ordinary shares issuable if all notes convert during Make-Whole Conversion Period

Make-Whole Conversion Period end 5:00 p.m. May 4, 2026 Deadline for noteholders to convert at enhanced make-whole rate

Redemption Date May 6, 2026 Date on which cash Redemption Price is payable and interest ceases to accrue

Key Terms

Convertible Senior Notes, Redemption Date, Make-Whole Fundamental Change, conversion rate, +2 more

6 terms

Convertible Senior Notes financial

"its outstanding 2.25% Convertible Senior Notes due 2028 (the “notes”)"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

Redemption Date financial

"for redemption on May 6, 2026 (the “Redemption Date”)"

The redemption date is the specific day when a debt-like security (such as a bond, preferred share, or certificate) must be repaid by the issuer and the investor receives the principal plus any final interest or dividends. It matters to investors because it tells when cash will return, shapes the effective return and price of the security, and creates reinvestment and timing considerations—like knowing when a loan is due so you can plan what to do with the returned money.

Make-Whole Fundamental Change financial

"constitutes a “Make-Whole Fundamental Change” under the Indenture"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

conversion rate financial

"the conversion rate is required to be increased in accordance with the terms"

Conversion rate is the proportion of items, people or contracts that take a desired action out of the total possible — for example the share of website visitors who make a purchase, or the number of convertible bonds that are exchanged for shares. Investors care because it measures how effectively a business or financial instrument turns opportunity into real outcomes, like sales or share issuance, which directly affects revenue, cash flow and ownership dilution.

Indenture regulatory

"pursuant to Section 4.03(B) of the indenture (the “Indenture”)"

An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.

forward-looking statements regulatory

"This report contains forward-looking statements that involve substantial risks"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Form 6-K: How Foreign Companies Report to the SEC →

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2026

Commission File Number: 001-36815

Ascendis Pharma A/S

(Translation of registrant’s name into English)

Tuborg Boulevard 12

DK-2900 Hellerup

Denmark

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒   Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

INCORPORATION BY REFERENCE

This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-203040, 333-210810, 333-211512, 333-213412, 333-214843, 333-216883, 333-228576, 333-254101, 333-261550, 333-270088, 333-277519, 333-281916, 333-285322 and 333-293854) and Form F-3 (Registration Numbers 333-209336 and 333-282196) of Ascendis Pharma A/S (the “Company” or “Ascendis”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Redemption of Convertible Notes

The Company has called all $575.0 million aggregate principal amount of its outstanding 2.25% Convertible Senior Notes due 2028 (the “notes”) (CUSIP No. 04351P AD3 / ISIN No. US04351PAD33) for redemption on May 6, 2026 (the “Redemption Date”). Ascendis’ redemption right in respect of the notes arises pursuant to Section 4.03(B) of the indenture (the “Indenture”), dated as of March 29, 2022, between Ascendis and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as a result of the last reported sale price per ordinary share having exceeded 130% of the conversion price on each of at least 20 trading days (whether or not consecutive) during the 30 consecutive trading day period ending on, and including, April 21, 2026.

Redemption Process

The redemption price will be payable on the Redemption Date in cash and equal to 100% of the principal amount of the notes outstanding on the Redemption Date, plus accrued and unpaid interest on such notes to, but excluding, the Redemption Date (the “Redemption Price”). For each $1,000 principal amount of notes, the Redemption Price will be equal to approximately $1,002.19. Unless Ascendis defaults in making payment of the Redemption Price, interest on the notes will cease to accrue on and after the Redemption Date.

For all notes surrendered in book-entry form, payment of the Redemption Price will be made through the facilities of The Depository Trust Company (“DTC”), and all redeemed notes in book-entry form will be surrendered for payment of the Redemption Price in accordance with the applicable rules and procedures of DTC.

Right to Convert the Notes

Holders of the notes may surrender their notes (or any portion thereof having a principal amount that is an integral multiple of $1,000) for conversion at any time prior to 5:00 p.m. (New York City time) on May 4, 2026 or, if Ascendis fails to pay the Redemption Price on the Redemption Date, such later date on which the Redemption Price is paid. To convert any note, the holder must comply with the applicable rules and procedures of DTC. Upon conversion, Ascendis will deliver ordinary shares, together, if applicable, with cash in lieu of any fractional shares, at the then-applicable conversion rate in accordance with the Indenture.

As of April 21, 2026, the conversion rate of the notes is 6.0118 ordinary shares per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $166.34 per ordinary share. Based on this conversion rate, an aggregate of up to 3,456,785 ordinary shares would be issuable if all of the notes are converted.

The sending of the notice of redemption to the holders of the notes constitutes a “Make-Whole Fundamental Change” under the Indenture, and therefore the conversion rate is required to be increased in accordance with the terms of the Indenture for notes surrendered for conversion during the period beginning on, and including, April 21, 2026, and ending at 5:00 p.m. (New York City time) on May 4, 2026 (the “Make-Whole Conversion Period”). The conversion rate applicable to such conversion will be increased by 0.3114 additional ordinary shares to 6.3232 ordinary shares per $1,000 principal amount of notes, which is equivalent to a conversion price of approximately $158.15 per ordinary share. Based on this increased conversion rate, an aggregate of up to 3,635,840 ordinary shares would be issuable if all of the notes are surrendered for conversion during the Make-Whole Conversion Period. The conversion rate will remain subject to adjustment in accordance with the Indenture from time to time upon the occurrence of certain events.

U.S. Bank Trust Company, National Association, is acting as Trustee, paying agent and conversion agent under the Indenture, and its address (which is a place of payment under the Indenture) is 111 Fillmore Avenue E, Saint Paul, MN 55107, Attention: Corporate Action – Specialized Finance.

This report does not constitute a notice of redemption with respect to the notes. The notice of redemption is being delivered to holders separately in accordance with the terms of the Indenture. This report is neither an offer to sell nor a solicitation of an offer to buy the notes or any other securities and shall not constitute an offer to sell or a solicitation of an offer to buy, or a sale of, the notes or any other securities in any jurisdiction in which such offer, solicitation or sale is unlawful. No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers either as printed on the notes or as contained in this report.

Forward-Looking Statements

This report contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding the Company’s future operations, plans, intentions, expectations and objectives of management are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Examples of such statements include, but are not limited to, statements relating to (i) the Company’s redemption of the notes, including the timing of, and payment of the Redemption Price on, the Redemption Date; (ii) the period during which holders of the notes may elect to convert their notes and the expiration of the Make-Whole Conversion Period; (iii) the conversion rate and conversion price applicable to the notes, including as adjusted in connection with the redemption notice, and the resulting number of ordinary shares issuable upon conversion of the notes; and (iv) the Company’s delivery of ordinary shares (and any cash in lieu of fractional shares) upon conversion of the notes in accordance with the Indenture. The Company 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 the Company makes, including, without limitation: the possibility that holders of the notes elect to convert rather than have their notes redeemed, resulting in the issuance of ordinary shares and dilution to the Company’s existing shareholders; the Company’s available cash and other sources of liquidity to fund payment of the Redemption Price and any cash payable in lieu of fractional shares upon conversion; and the risk that the trustee, paying agent, conversion agent or The Depository Trust Company fails to process the redemption or any conversion of the notes on a timely basis or in accordance with the terms of the Indenture. 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 the Company’s business in general, see the Company’s Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”) on February 11, 2026, and the Company’s other future reports filed with, or furnished 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 the Company may enter into or make. The Company does not assume any obligation to update any forward-looking statements, except as required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

				Ascendis Pharma A/S
Date: April 21, 2026				By:		/s/ Michael Wolff Jensen
						Michael Wolff Jensen
						Executive Vice President, Chief Legal Officer

FAQ

What is Ascendis Pharma (ASND) doing with its 2.25% Convertible Senior Notes due 2028?

Ascendis Pharma is redeeming all $575.0 million of its 2.25% Convertible Senior Notes due 2028 for cash on May 6, 2026. Holders will receive 100% of principal plus accrued interest unless they elect to convert their notes into ordinary shares before the redemption deadline.

What redemption price will Ascendis Pharma (ASND) noteholders receive on May 6, 2026?

On the Redemption Date, each $1,000 principal amount of notes will be redeemed for cash equal to 100% of principal plus accrued interest. Based on current interest, this equals approximately $1,002.19 per $1,000 of notes, paid through The Depository Trust Company’s systems for book-entry holders.

What is the current conversion rate and price for Ascendis Pharma’s (ASND) convertible notes?

As of April 21, 2026, each $1,000 principal amount of notes converts into 6.0118 Ascendis ordinary shares, equivalent to a conversion price of about $166.34 per share. If all $575.0 million of notes were converted at this rate, up to 3,456,785 ordinary shares would be issued.

How does the Make-Whole Fundamental Change affect Ascendis Pharma (ASND) note conversions?

The redemption notice triggers a Make-Whole Fundamental Change, temporarily increasing the conversion rate for notes converted between April 21 and 5:00 p.m. New York time on May 4, 2026. During this period, each $1,000 of notes converts into 6.3232 shares at an effective price of about $158.15.

How many Ascendis Pharma (ASND) shares could be issued if all notes convert during the make-whole period?

If all $575.0 million of 2.25% Convertible Senior Notes are converted during the Make-Whole Conversion Period, Ascendis estimates up to 3,635,840 ordinary shares could be issued. This reflects the enhanced 6.3232-share conversion rate per $1,000 principal amount applicable only in that specific timeframe.

What risks does Ascendis Pharma (ASND) highlight related to redeeming its convertible notes?

Ascendis notes several risks, including that noteholders may choose conversion, increasing ordinary share issuance and diluting existing shareholders. It also cites reliance on available cash to fund the Redemption Price and on the trustee and DTC to process redemptions and conversions according to the Indenture’s terms.