Orlov S. Nicole Schaeffer - 02 Jan 2026 Form 4 Insider Report for INSMED Inc (INSM)

Role
Chief People Strategy Officer
Signature
/s/ S. Nicole Schaeffer, by Michael A. Smith as Attorney-in-fact
Issuer symbol
INSM
Transactions as of
02 Jan 2026
Net transactions value
-$14,079,218
Form type
4
Filing time
06 Jan 2026, 16:03:21 UTC
Previous filing
14 Nov 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Schaeffer Orlov S Nicole Chief People Strategy Officer 700 US HIGHWAY 202/206, BRIDGEWATER /s/ S. Nicole Schaeffer, by Michael A. Smith as Attorney-in-fact 06 Jan 2026 0001401017

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction INSM Common Stock Award +5,293 +15% 41,754 02 Jan 2026 Direct F1, F2
transaction INSM Common Stock Options Exercise $1,214,204 +87,290 +209% $13.91 129,044 02 Jan 2026 Direct F3
transaction INSM Common Stock Sale $5,407,908 -31,030 -24% $174.28 98,014 02 Jan 2026 Direct F3, F4
transaction INSM Common Stock Sale $5,973,823 -34,103 -35% $175.17 63,911 02 Jan 2026 Direct F3, F5
transaction INSM Common Stock Sale $2,259,459 -12,832 -20% $176.08 51,079 02 Jan 2026 Direct F3, F6
transaction INSM Common Stock Sale $1,616,676 -9,125 -18% $177.17 41,954 02 Jan 2026 Direct F3, F7
transaction INSM Common Stock Sale $35,556 -200 -0.48% $177.78 41,754 02 Jan 2026 Direct F3, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction INSM Stock Option (right to buy) Award $0 +27,600 $0.000000 27,600 02 Jan 2026 Common Stock 27,600 $177.12 Direct F9
transaction INSM Stock Option (right to buy) Options Exercise $0 -87,290 -100% $0.000000 0 02 Jan 2026 Common Stock 87,290 $13.91 Direct F3, F10
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 Represents Restricted Stock Units (RSUs), each representing a contingent right to receive one share of Common Stock, granted pursuant to the Company's Amended and Restated 2019 Incentive Plan, as amended. The RSUs vest as follows: 25% on the first day of the first month following the first anniversary of the date of grant (the Initial Vesting Date) and 25% on each anniversary of the Initial Vesting Date until fully vested.
F2 Each RSU was granted on January 2, 2026 for no consideration.
F3 This transaction was effected pursuant to a 10b5-1 trading plan adopted by the Reporting Person on August 29, 2025 in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended.
F4 This is the weighted average sales price representing 31,030 shares sold at prices ranging from $173.67 to $174.66 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.
F5 This is the weighted average sales price representing 34,103 shares sold at prices ranging from $174.67 to $175.65 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.
F6 This is the weighted average sales price representing 12,832 shares sold at prices ranging from $175.67 to $176.62 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.
F7 This is the weighted average sales price representing 9,125 shares sold at prices ranging from $176.68 to $177.67 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.
F8 This is the weighted average sales price representing 200 shares sold at prices ranging from $177.72 to $177.84 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.
F9 These stock options were granted under the Company's Amended and Restated 2019 Incentive Plan, as amended. The options become exercisable based on the following vesting schedule: 25% vest on the Initial Vesting Date and an additional 12.5% vest every six months thereafter until fully vested.
F10 The options became exercisable based on the following vesting schedule: 25% vested on the first anniversary of the grant date and an additional 12.5% vested on each sixth month anniversary date thereafter through the fourth anniversary of the date of grant.