# Insmed (INSM) 10-Q SEC filing - Q2 FY2026 - Filed: Aug 6, 2026, 6:59 AM EDT - Fiscal quarter: Q2 FY2026 - Calendar quarter: Q2 2026 - Accession: 0001104506-26-000041 - OpenCapital page: https://www.opencapital.sh/filings/0001104506-26-000041 - Markdown URL: https://www.opencapital.sh/filings/0001104506-26-000041.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/0001104506-26-000041-index.htm ## Filing documents - [10-Q (insm-20260630.htm)](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630.htm) - [EX-10.1 (insm-2026630ex101.htm)](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-2026630ex101.htm) - [EX-10.2 (insm-20260630ex102.htm)](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex102.htm) - [EX-31.1 (insm-20260630ex311.htm)](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex311.htm) - [EX-31.2 (insm-20260630ex312.htm)](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex312.htm) - [EX-32.1 (insm-20260630ex321.htm)](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex321.htm) - [EX-32.2 (insm-20260630ex322.htm)](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex322.htm) --- ## 10-Q SEC source: [insm-20260630.htm](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630.htm) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ### FORM 10-Q ### (Mark One) ### ☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ### For the quarterly period ended June 30, 2026 ### OR ### ☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ### For the transition period from to ### Commission File Number 000-30739 ### INSMED INCORPORATED (Exact name of registrant as specified in its charter) | | | | --- | --- | | Virginia | 54-1972729 | | (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | | 700 US Highway 202/206, | | | Bridgewater, New Jersey | 08807 | | (Address of principal executive offices) | (Zip Code) | (908) 977-9900 (Registrant’s telephone number including area code) ### Not Applicable (Former name, former address and former fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading symbols Name of each exchange on which registered Common stock, par value $0.01 per share INSM Nasdaq Global Select Market Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ☐ 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 x Accelerated filer o Non-accelerated filer o 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 13(a) of the Exchange Act. ☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x As of July 31, 2026, there were 218,381,503 shares of the registrant’s common stock outstanding. INSMED INCORPORATED FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026 INDEX [PART I. FINANCIAL INFORMATION](#i5f9ebd19cc544ff6b0cd2066b17d0d20_10) [ITEM 1](#i5f9ebd19cc544ff6b0cd2066b17d0d20_13) [Consolidated Financial Statements](#i5f9ebd19cc544ff6b0cd2066b17d0d20_16) [Consolidated Balance Sheet](#i5f9ebd19cc544ff6b0cd2066b17d0d20_16)[s as of](#i5f9ebd19cc544ff6b0cd2066b17d0d20_16)June 30, 2026[(unaudited) and](#i5f9ebd19cc544ff6b0cd2066b17d0d20_16)December 31, 2025 [3](#i5f9ebd19cc544ff6b0cd2066b17d0d20_16) [Consolidated Statements of Comprehensive](#i5f9ebd19cc544ff6b0cd2066b17d0d20_19)[Loss (unaudited) for the three](#i5f9ebd19cc544ff6b0cd2066b17d0d20_19)[and six](#i5f9ebd19cc544ff6b0cd2066b17d0d20_19)[months ended](#i5f9ebd19cc544ff6b0cd2066b17d0d20_19)June 30, 2026[and](#i5f9ebd19cc544ff6b0cd2066b17d0d20_19)2025 [4](#i5f9ebd19cc544ff6b0cd2066b17d0d20_19) [Consolidated Statements of Shareholders' Equity](#i5f9ebd19cc544ff6b0cd2066b17d0d20_22)[(unaudited) for the three](#i5f9ebd19cc544ff6b0cd2066b17d0d20_22)[and s](#i5f9ebd19cc544ff6b0cd2066b17d0d20_22)[ix](#i5f9ebd19cc544ff6b0cd2066b17d0d20_22)[months ended](#i5f9ebd19cc544ff6b0cd2066b17d0d20_22)June 30, 2026[and](#i5f9ebd19cc544ff6b0cd2066b17d0d20_22)2025 [5](#i5f9ebd19cc544ff6b0cd2066b17d0d20_22) [Consolidated Statements of Cash Flows (unaudited) for](#i5f9ebd19cc544ff6b0cd2066b17d0d20_25)[the](#i5f9ebd19cc544ff6b0cd2066b17d0d20_25)six months ended June 30, 2026 [and](#i5f9ebd19cc544ff6b0cd2066b17d0d20_25)2025 [7](#i5f9ebd19cc544ff6b0cd2066b17d0d20_25) [Notes to Consolidated Financial Statements (unaudited)](#i5f9ebd19cc544ff6b0cd2066b17d0d20_28) [8](#i5f9ebd19cc544ff6b0cd2066b17d0d20_28) [ITEM 2](#i5f9ebd19cc544ff6b0cd2066b17d0d20_85) [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#i5f9ebd19cc544ff6b0cd2066b17d0d20_85) [24](#i5f9ebd19cc544ff6b0cd2066b17d0d20_85) [ITEM 3](#i5f9ebd19cc544ff6b0cd2066b17d0d20_103) [Quantitative and Qualitative Disclosures about Market Risk](#i5f9ebd19cc544ff6b0cd2066b17d0d20_103) [35](#i5f9ebd19cc544ff6b0cd2066b17d0d20_103) [ITEM 4](#i5f9ebd19cc544ff6b0cd2066b17d0d20_106) [Controls and Procedures](#i5f9ebd19cc544ff6b0cd2066b17d0d20_106) [35](#i5f9ebd19cc544ff6b0cd2066b17d0d20_106) [PART II. OTHER INFORMATION](#i5f9ebd19cc544ff6b0cd2066b17d0d20_109) [ITEM 1](#i5f9ebd19cc544ff6b0cd2066b17d0d20_112) [Legal Proceedings](#i5f9ebd19cc544ff6b0cd2066b17d0d20_112) [36](#i5f9ebd19cc544ff6b0cd2066b17d0d20_112) [ITEM 1A](#i5f9ebd19cc544ff6b0cd2066b17d0d20_115) [Risk Factors](#i5f9ebd19cc544ff6b0cd2066b17d0d20_115) [36](#i5f9ebd19cc544ff6b0cd2066b17d0d20_115) [ITEM 2](#i5f9ebd19cc544ff6b0cd2066b17d0d20_118) [Unregistered Sales of Equity Securities and Use of Proceeds](#i5f9ebd19cc544ff6b0cd2066b17d0d20_118) [36](#i5f9ebd19cc544ff6b0cd2066b17d0d20_118) [ITEM 5](#i5f9ebd19cc544ff6b0cd2066b17d0d20_121) [Other Information](#i5f9ebd19cc544ff6b0cd2066b17d0d20_121) [36](#i5f9ebd19cc544ff6b0cd2066b17d0d20_121) [ITEM 6](#i5f9ebd19cc544ff6b0cd2066b17d0d20_127) [Exhibits](#i5f9ebd19cc544ff6b0cd2066b17d0d20_127) [37](#i5f9ebd19cc544ff6b0cd2066b17d0d20_127) [SIGNATURE](#i5f9ebd19cc544ff6b0cd2066b17d0d20_130) [38](#i5f9ebd19cc544ff6b0cd2066b17d0d20_130) Unless the context otherwise indicates, references in this Form 10-Q to “Insmed Incorporated” refer to Insmed Incorporated, a Virginia corporation, and the “Company,” “Insmed,” “we,” “us” and “our” refer to Insmed Incorporated together with its consolidated subsidiaries. INSMED, PULMOVANCE, ARIKAYCE, and BRINSUPRI are trademarks of Insmed Incorporated. This Form 10-Q also contains trademarks of third parties. Each trademark of another company appearing in this Form 10-Q is the property of its owner. ### PART I. FINANCIAL INFORMATION ## ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS ## Item 1C. Consolidated Financial Statements **INSMED INCORPORATED** ### Consolidated Balance Sheets _(in thousands, except par value and share data)_ | Line item | As of / June 30, 2026 | As of / December 31, 2025 | | --- | --- | --- | | | (unaudited) | | | Assets | | | | Current assets: | | | | Cash and cash equivalents | $544,765 | $510,445 | | Marketable securities | 615,547 | 919,602 | | Accounts receivable | 215,325 | 140,857 | | Inventory | 142,384 | 132,068 | | Prepaid expenses and other current assets | 115,898 | 91,236 | | Total current assets | 1,633,919 | 1,794,208 | | Fixed assets, net | 107,219 | 102,942 | | Finance lease right-of-use assets | 14,205 | 15,561 | | Operating lease right-of-use assets | 13,179 | 20,708 | | Intangibles, net | 93,489 | 97,651 | | Goodwill | 136,110 | 136,110 | | Other assets | 104,444 | 97,378 | | Total assets | $2,102,565 | $2,264,558 | | Liabilities and shareholders’ equity | | | | Current liabilities: | | | | Accounts payable and accrued liabilities | $428,929 | $456,060 | | Finance lease liabilities | 3,549 | 3,345 | | Operating lease liabilities | 6,266 | 9,469 | | Total current liabilities | 438,744 | 468,874 | | Debt, long-term | 543,513 | 540,964 | | Royalty financing agreement | 159,843 | 162,865 | | Contingent consideration | 170,550 | 314,340 | | Finance lease liabilities, long-term | 18,890 | 20,719 | | Operating lease liabilities, long-term | 7,663 | 12,174 | | Other long-term liabilities | 5,868 | 5,646 | | Total liabilities | 1,345,071 | 1,525,582 | | Shareholders’ equity: | | | | Common stock, $0.01 par value; 500,000,000 authorized shares, 218,281,059 and 214,255,853 issued and outstanding shares at June 30, 2026 and December 31, 2025, respectively | 2,183 | 2,143 | | Additional paid-in capital | 6,572,181 | 6,372,064 | | Accumulated deficit | (5,813,497) | (5,636,692) | | Accumulated other comprehensive (loss) gain | (3,373) | 1,461 | | Total shareholders’ equity | 757,494 | 738,976 | | Total liabilities and shareholders’ equity | $2,102,565 | $2,264,558 | See accompanying notes to the unaudited consolidated financial statements **INSMED INCORPORATED** ### Consolidated Statements of Comprehensive Loss (unaudited) _(in thousands, except per share data)_ | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Product revenues, net | $425,486 | $107,415 | $731,450 | $200,238 | | Operating expenses: | | | | | | Cost of product revenues (excluding amortization of intangible assets) | 67,212 | 28,075 | 114,632 | 49,353 | | Research and development | 210,034 | 177,190 | 419,519 | 329,767 | | Selling, general and administrative | 247,467 | 154,763 | 494,726 | 302,308 | | Amortization of intangible assets | 2,081 | 1,263 | 4,162 | 2,526 | | Change in fair value of contingent consideration | (99,760) | 59,000 | (146,721) | 77,300 | | Total operating expenses | 427,034 | 420,291 | 886,318 | 761,254 | | Operating loss | (1,548) | (312,876) | (154,868) | (561,016) | | Investment income | 10,979 | 13,225 | 23,019 | 27,131 | | Interest expense | (20,273) | (21,245) | (40,355) | (42,814) | | Other (expense) income, net | (531) | 453 | (1,267) | 585 | | Loss before income taxes | (11,373) | (320,443) | (173,471) | (576,114) | | Provision for income taxes | 1,869 | 1,243 | 3,334 | 2,155 | | Net loss | $(13,242) | $(321,686) | $(176,805) | $(578,269) | | Basic and diluted net loss per share | $(0.06) | $(1.70) | $(0.82) | $(3.12) | | Weighted average basic and diluted common shares outstanding | 217,352 | 189,302 | 216,415 | 185,104 | | Net loss | $(13,242) | $(321,686) | $(176,805) | $(578,269) | | Other comprehensive income (loss): | | | | | | Foreign currency translation (losses) gains | (2,906) | 2,656 | (3,574) | 4,484 | | Unrealized loss on marketable securities | (471) | (22) | (1,260) | (463) | | Total comprehensive loss | $(16,619) | $(319,052) | $(181,639) | $(574,248) | See accompanying notes to the unaudited consolidated financial statements **INSMED INCORPORATED** ### Consolidated Statements of Shareholders' Equity (unaudited) _(in thousands)_ | Line item | Common Stock / Shares | Common Stock / Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | | --- | --- | --- | --- | --- | --- | --- | | Balance at March 31, 2025 | 181,900 | $1,819 | $4,714,742 | $(4,616,500) | $(902) | $99,159 | | Comprehensive loss: | | | | | | | | Net loss | | | | (321,686) | | (321,686) | | Other comprehensive income | | | | | 2,634 | 2,634 | | Issuance of common stock for exercise of stock options, vesting of RSUs, and ESPP | 2,304 | 23 | 36,955 | | | 36,978 | | Net proceeds from issuance of common stock | 8,984 | 90 | 823,448 | | | 823,538 | | Issuance of common stock upon conversion of convertible notes | 17,923 | 179 | 565,957 | | | 566,136 | | Stock-based compensation expense | | | 42,976 | | | 42,976 | | Balance at June 30, 2025 | 211,111 | $2,111 | $6,184,078 | $(4,938,186) | $1,732 | $1,249,735 | | Balance at March 31, 2026 | 216,522 | $2,165 | $6,502,938 | $(5,800,255) | $4 | $704,852 | | Comprehensive loss: | | | | | | | | Net loss | | | | (13,242) | | (13,242) | | Other comprehensive loss | | | | | (3,377) | (3,377) | | Issuance of common stock for exercise of stock options, vesting of RSUs, and ESPP | 1,759 | 18 | 27,989 | | | 28,007 | | Stock-based compensation expense | | | 41,254 | | | 41,254 | | Balance at June 30, 2026 | 218,281 | $2,183 | $6,572,181 | $(5,813,497) | $(3,373) | $757,494 | See accompanying notes to the unaudited consolidated financial statements **INSMED INCORPORATED** ### Consolidated Statements of Shareholders' Equity (unaudited) _(in thousands)_ | Line item | Common Stock / Shares | Common Stock / Amount | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total | | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2024 | 179,383 | $1,794 | $4,645,791 | $(4,359,917) | $(2,289) | $285,379 | | Comprehensive loss: | | | | | | | | Net loss | | | | (578,269) | | (578,269) | | Other comprehensive income | | | | | 4,021 | 4,021 | | Issuance of common stock for exercise of stock options, vesting of RSUs and PSUs, and ESPP | 4,821 | 48 | 66,639 | | | 66,687 | | Net proceeds from issuance of common stock | 8,984 | 90 | 823,448 | | | 823,538 | | Issuance of common stock upon conversion of convertible notes | 17,923 | 179 | 565,962 | | | 566,141 | | Stock-based compensation expense | | | 82,238 | | | 82,238 | | Balance at June 30, 2025 | 211,111 | $2,111 | $6,184,078 | $(4,938,186) | $1,732 | $1,249,735 | | Balance at December 31, 2025 | 214,256 | $2,143 | $6,372,064 | $(5,636,692) | $1,461 | $738,976 | | Comprehensive loss: | | | | | | | | Net loss | | | | (176,805) | | (176,805) | | Other comprehensive loss | | | | | (4,834) | (4,834) | | Issuance of common stock for exercise of stock options, vesting of RSUs, and ESPP | 3,661 | 37 | 58,244 | | | 58,281 | | Issuance of common stock for Business Acquisition milestone achievement | 364 | 3 | 54,865 | | | 54,868 | | Stock-based compensation expense | | | 87,008 | | | 87,008 | | Balance at June 30, 2026 | 218,281 | $2,183 | $6,572,181 | $(5,813,497) | $(3,373) | $757,494 | See accompanying notes to the unaudited consolidated financial statements **INSMED INCORPORATED** ### Consolidated Statements of Cash Flows (unaudited) _(in thousands)_ | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | | Operating activities | | | | Net loss | $(176,805) | $(578,269) | | Adjustments to reconcile net loss to net cash used in operating activities: | | | | Depreciation | 6,113 | 4,367 | | Amortization of intangible assets | 4,162 | 2,526 | | Stock-based compensation expense | 87,008 | 82,238 | | Amortization of debt issuance costs | 2,811 | 3,498 | | Royalty financing non-cash interest expense | 10,243 | 10,215 | | Accretion of discount on marketable securities, net | (11,977) | (15,910) | | Finance lease amortization expense | 1,356 | 1,356 | | Non-cash operating lease expense | 1,386 | 1,574 | | Change in fair value of contingent consideration | (146,721) | 77,300 | | Changes in operating assets and liabilities: | | | | Accounts receivable | (75,350) | (781) | | Inventory | (14,860) | (5,997) | | Prepaid expenses and other current assets | (25,049) | (23,475) | | Other assets | (7,587) | 12,515 | | Accounts payable and accrued liabilities | 34,945 | (35,832) | | Other liabilities | (1,241) | (2,982) | | Net cash used in operating activities | (311,566) | (467,657) | | Investing activities | | | | Purchase of fixed assets | (9,739) | (13,554) | | Payment of AZ milestone | (15,000) | — | | Purchase of marketable securities | (399,228) | (907,199) | | Maturities of marketable securities | 714,000 | 1,229,000 | | Net cash provided by investing activities | 290,033 | 308,247 | | Financing activities | | | | Proceeds from exercise of stock options and ESPP | 58,319 | 66,669 | | Proceeds from issuance of common stock, net | — | 823,538 | | Payments of principal of 0.75% convertible senior notes due 2028 | — | (1,965) | | Payments of finance lease principal | (1,626) | (1,438) | | Net cash provided by financing activities | 56,693 | 886,804 | | Effect of exchange rates on cash and cash equivalents | (840) | 1,900 | | Net increase in cash and cash equivalents | 34,320 | 729,294 | | Cash and cash equivalents at beginning of period | 510,445 | 555,030 | | Cash and cash equivalents at end of period | $544,765 | $1,284,324 | | Supplemental disclosures of cash flow information: | | | | Cash paid for interest | $26,391 | $26,391 | | Cash paid for income taxes | $3,636 | $2,853 | See accompanying notes to the unaudited consolidated financial statements ### INSMED INCORPORATED ### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ### 1. The Company and Basis of Presentation Insmed is a people-first global biopharmaceutical company striving to deliver first- and best-in-class therapies to transform the lives of patients facing serious diseases. The Company's commercial portfolio and clinical pipeline are organized around three therapeutic areas: Respiratory, Immunology & Inflammation, and Neuro & Other Rare. To complement the Company's internal research and development, the Company also actively evaluates in-licensing and acquisition opportunities for commercial products, product candidates, and technologies. The Company's first two commercial products, ARIKAYCE® and BRINSUPRI®, are both part of the Respiratory therapeutic area. ARIKAYCE is approved in the United States (US) as ARIKAYCE (amikacin liposome inhalation suspension), in Europe as ARIKAYCE Liposomal 590 mg Nebuliser Dispersion and in Japan as ARIKAYCE inhalation 590 mg (amikacin sulfate inhalation drug product). ARIKAYCE received accelerated approval in the US in September 2018 for the treatment of Mycobacterium avium complex (MAC) lung disease as part of a combination antibacterial drug regimen for adult patients with limited or no alternative treatment options in a refractory setting. In October 2020, the European Commission (EC) approved ARIKAYCE Liposomal for the treatment of nontuberculous mycobacterial (NTM) lung infections caused by MAC in adults with limited treatment options who do not have cystic fibrosis (CF). In March 2021, Japan's Ministry of Health, Labour and Welfare (MHLW) approved ARIKAYCE for the treatment of patients with NTM lung disease caused by MAC who did not sufficiently respond to prior treatment with a multidrug regimen. NTM lung disease caused by MAC (which the Company refers to as MAC lung disease) is a rare and often chronic infection that can cause irreversible lung damage and can be fatal. BRINSUPRI (brensocatib 25 mg and 10 mg tablets), an oral, once-daily treatment for non-cystic fibrosis bronchiectasis (referred to as bronchiectasis or NCFB) in patients 12 years of age and older, was approved in the US in August 2025. In November 2025, the EC approved BRINSUPRI (brensocatib 25 mg tablets) for the treatment of NCFB in patients 12 years of age and older with two or more exacerbations in the prior 12 months. In February 2026, the United Kingdom's (UK) Medicines and Healthcare products Regulatory Agency (MHRA) approved BRINSUPRI (brensocatib 25 mg tablets) for the treatment of NCFB in patients 12 years of age and older with two or more flare-ups or worsening of symptoms in the past 12 months. Bronchiectasis is a serious, chronic lung disease in which the bronchi become permanently dilated due to a cycle of infection, inflammation, and lung tissue damage. The Company's Respiratory therapeutic area also includes clinical-stage programs for treprostinil palmitil inhalation powder (TPIP) and INS1148. TPIP is an inhaled dry powder formulation of the treprostinil prodrug treprostinil palmitil which may offer a differentiated product profile for pulmonary hypertension associated with interstitial lung disease (PH-ILD), pulmonary arterial hypertension (PAH), progressive pulmonary fibrosis (PPF), and idiopathic pulmonary fibrosis (IPF). INS1148 is a monoclonal antibody targeting a specific isoform of Stem Cell Factor, called Stem Cell Factor 248 (SCF248), which we plan to initially develop for PPF and IPF. The Company is also exploring additional opportunities utilizing its various technologies within the Respiratory therapeutic area. The Company's Immunology & Inflammation therapeutic area is exploring opportunities utilizing its various technologies. The Company's Neuro & Other Rare therapeutic area includes the clinical-stage programs INS1201, an intrathecally delivered gene therapy for patients with Duchenne muscular dystrophy (DMD), and INS1202, an intrathecally delivered gene therapy for patients with amyotrophic lateral sclerosis (ALS). The Company is also exploring additional opportunities utilizing its various technologies within the Neuro & Other Rare therapeutic area. The Company's research engine is advancing a wide range of technologies and modalities, including gene therapy, artificial intelligence (AI)-driven protein engineering, RNA end-joining, and synthetic rescue, in the pursuit of future pipeline candidates. The Company was incorporated in the Commonwealth of Virginia on November 29, 1999 and its principal executive offices are located in Bridgewater, New Jersey. The Company has legal entities in the US, France, Germany, Ireland, Italy, the Netherlands, Switzerland, the UK, and Japan. The accompanying unaudited interim consolidated financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q. Accordingly, certain information and disclosures required by accounting principles generally accepted in the US (GAAP) for complete consolidated financial statements are not included herein. The unaudited interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 1. The Company and Basis of Presentation (Continued) notes thereto included in the Company's [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm#i576d85cac9d142e9a730dc9b41cd16b2_115). Any references in these notes to applicable accounting guidance are meant to refer to GAAP as found in the Accounting Standards Codification (ASC) and Accounting Standards Updates (ASU) of the Financial Accounting Standards Board (FASB). The results of operations of any interim period are not necessarily indicative of the results of operations for the full year. The unaudited interim consolidated financial information presented herein reflects all normal and recurring adjustments that are, in the opinion of management, necessary for a fair statement of the financial position, results of operations and cash flows for the periods presented. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period line items within the consolidated statements of shareholders' equity have been combined to conform to the current period presentation. The Company had $544.8 million of cash and cash equivalents and $615.5 million of marketable securities as of June 30, 2026 and reported a net loss of $176.8 million for the six months ended June 30, 2026. The Company has funded its operations through public offerings of equity securities, debt financings, revenue interest financings, and revenues generated from ARIKAYCE and BRINSUPRI. The Company expects to continue to incur consolidated operating losses, including losses in its US and certain international entities, while funding research and development (R&D) activities for ARIKAYCE, TPIP, INS1148, INS1201, INS1202, and its other pipeline programs, and commercialization and regulatory activities for BRINSUPRI and ARIKAYCE. The Company expects its future cash requirements to be substantial. While the Company currently has sufficient funds to meet its financial needs for at least the next 12 months, the Company may raise additional capital in the future to fund its operations, its ongoing commercialization and clinical trial activities, and its future product candidates, and to develop, acquire, in-license, or co-promote other products or product candidates, including those that address serious diseases with significant unmet need. The source, timing, and availability of any future financing or other transaction will depend principally upon continued progress in the Company’s commercial, regulatory, and development activities. Any future financing will also be contingent upon market conditions. If the Company is unable to obtain sufficient additional funds when required, the Company may be forced to delay, restrict, or eliminate all or a portion of its development programs or commercialization efforts. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiarie s, Celtrix Pharmaceuticals, Inc., Insmed France SAS, Insmed Gene Therapy LLC, Insmed Germany GmbH, Insmed Godo Kaisha, Insmed Holdings Limited, Insmed Innovation UK Limited, Insmed Ireland Limited, Insmed Italy S.R.L., Insmed Limited, Insmed Netherlands B.V., Insmed Netherlands Holdings B.V., and Insmed Switzerland GmbH. ### 2. Summary of Significant Accounting Policies The Company’s complete listing of significant accounting policies is set forth in Note 2 of the notes to the consolidated financial statements in the Company's [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm#i576d85cac9d142e9a730dc9b41cd16b2_115). Selected significant accounting policies are discussed in detail below. Use of Estimates—The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. The Company bases its estimates and judgments on historical experience and on various other assumptions. The amounts of assets and liabilities reported in the Company's balance sheets and the amounts of revenues and expenses reported for each period presented are affected by estimates and assumptions, which are used for, but not limited to, the accounting for revenue allowances, stock-based compensation, income taxes, loss contingencies, acquisition related intangibles including in process research and development (IPR&D) and goodwill, fair value of contingent consideration, the revenue interest purchase agreement (the Royalty Financing Agreement), and accounting for R&D costs. Actual results could differ from those estimates. Concentration of Credit Risk—Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and marketable securities. The Company places its cash equivalents and marketable securities with high credit-quality financial institutions and may invest its investments in US treasury securities, mutual funds, and government agency bonds. The Company has established guidelines relative to credit ratings and maturities that seek to maintain safety and liquidity. The Company is exposed to risks associated with extending credit to customers related to the sale of products. The Company does not require collateral to secure amounts due from its customers. The Company uses an expected loss methodology to calculate allowances for trade receivables. The Company's measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 2. Summary of Significant Accounting Policies (Continued) forecasts that affect the collectability of the reported amount. The Company does not currently have a material allowance for uncollectible trade receivables. The following table presents the customers representing 10% or more of the Company's gross product revenues for the six months ended June 30, 2026 and their respective percentages for the six months ended June 30, 2025. | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | | Customer A | 38% | 28% | | Customer B | 22% | 28% | | Customer C | 18% | 9% | | Customer D | 14% | 5% | The Company relies on third-party manufacturers and suppliers for manufacturing and supply of its products. The inability of the suppliers or manufacturers to fulfill supply requirements of the Company could materially impact future operating results. A change in the relationship with the suppliers or manufacturers, or an adverse change in their business, could materially impact future operating results. Net Loss Per Share—Basic net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of common shares and other dilutive securities outstanding during the period. Potentially dilutive securities from stock options, restricted stock units (RSUs), and performance stock units (PSUs) would be anti-dilutive as the Company incurred a net loss. Potentially dilutive common shares resulting from the assumed exercise of outstanding stock options and from the assumed conversion of the Company's previously outstanding convertible notes are determined based on the treasury stock method. The following table sets forth the reconciliation of the weighted average number of common shares used to compute basic and diluted net loss per share for the three and six months ended June 30, 2026 and 2025 (in thousands, except per share amounts): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Numerator: | | | | | | Net loss | $(13,242) | $(321,686) | $(176,805) | $(578,269) | | Denominator: | | | | | | Weighted average common shares used in calculation of basic net loss per share: | 217,352 | 189,302 | 216,415 | 185,104 | | Effect of dilutive securities: | | | | | | Common stock options | — | — | — | — | | RSUs | — | — | — | — | | PSUs | — | — | — | — | | Weighted average common shares outstanding used in calculation of diluted net loss per share | 217,352 | 189,302 | 216,415 | 185,104 | | Net loss per share: | | | | | | Basic and diluted | $(0.06) | $(1.70) | $(0.82) | $(3.12) | #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 2. Summary of Significant Accounting Policies (Continued) The following potentially dilutive securities have been excluded from the computations of diluted weighted average common shares outstanding as of June 30, 2026 and 2025, as their effect would have been anti-dilutive (in thousands): | Line item | As of June 30, 2026 | As of June 30, 2025 | | --- | --- | --- | | Common stock options | 15,503 | 20,227 | | RSUs | 3,328 | 3,854 | | PSUs | 184 | 9 | Recent Accounting Pronouncements (Not Yet Adopted)—In November 2024, the FASB issued ASU 2024-03, Income Statement (Subtopic 220-40)—Expense Disaggregation Disclosures, which requires disclosure of disaggregated income statement expense information about specific categories (including purchases of inventory, employee compensation, depreciation, and intangible asset amortization) in the notes to financial statements. ASU 2024-03 will be effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The guidance is applied on a prospective basis, with a retrospective option, and early adoption is permitted. The Company is currently evaluating the impact of adoption of ASU 2024-03 on its consolidated financial statements. 3. Fair Value Measurements The Company categorizes its financial assets and liabilities measured and reported at fair value in the financial statements on a recurring basis based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs used to determine the fair value of financial assets and liabilities, are as follows: - Level 1—Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. - Level 2—Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the assets or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life. - Level 3—Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Each major category of financial assets and liabilities measured at fair value on a recurring basis is categorized based upon the lowest level of significant input to the valuations. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Financial instruments in Level 1 generally include US treasuries and mutual funds listed in active markets. The Company's cash and cash equivalents permit daily redemption and the fair values of these investments are based upon the quoted prices in active markets provided by the holding financial institutions. The following table shows assets and liabilities that are measured at fair value on a recurring basis and their carrying value (in millions): _As of June 30, 2026_ | Line item | Carrying Value | Fair Value / Level 1 | Fair Value / Level 2 | Fair Value / Level 3 | | --- | --- | --- | --- | --- | | Assets | | | | | | Cash and cash equivalents | $544.8 | $544.8 | — | — | | Marketable securities | $615.5 | $615.5 | — | — | | Liabilities | | | | | | Contingent consideration | $170.6 | — | — | $170.6 | #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) ### 3. Fair Value Measurements (Continued) _As of December 31, 2025_ | Line item | Carrying Value | Fair Value / Level 1 | Fair Value / Level 2 | Fair Value / Level 3 | | --- | --- | --- | --- | --- | | Assets | | | | | | Cash and cash equivalents | $510.4 | $510.4 | — | — | | Marketable securities | $919.6 | $919.6 | — | — | | Liabilities | | | | | | Contingent consideration | $372.1 | — | — | $372.1 | During the six months ended June 30, 2026, there were purchases of $399.2 million of marketable securities and maturities of $714.0 million of marketable securities, consisting of US Treasury Bills. As of June 30, 2026, the Company held $615.5 million of available-for-sale securities. Marketable securities maturing in one year or less are classified as current assets and marketable securities maturing in more than one year are classified as non-current assets. The Company recognizes transfers between levels within the fair value hierarchy, if any, at the end of each quarter. There were no transfers in or out of Level 1, Level 2, or Level 3 during the six months ended June 30, 2026. During the six months ended June 30, 2026, new Level 1 assets were added in connection with the Company's purchase of available-for-sale securities. The Company reviews the status of each security quarterly to determine whether an other-than-temporary impairment has occurred. In making its determination, the Company considers a number of factors, including: (1) the significance of the decline; (2) whether the security was rated below investment grade; (3) failure of the issuer to make scheduled interest or principal payments; and (4) the Company's ability and intent to retain the investment for a sufficient period of time for it to recover. The Company has determined that there were no other-than-temporary impairments during the six months ended June 30, 2026. #### Contingent Consideration The contingent consideration liabilities arose from the acquisition of Motus Biosciences, Inc. and AlgaeneX, Inc. in August 2021 (together, the Business Acquisition). The contingent consideration liabilities consist of developmental and regulatory milestones, a priority review voucher (PRV) milestone, and net sales milestones. As of June 30, 2026, the Company was obligated to issue to Motus equityholders up to 4,610,838 shares of the Company's common stock in the aggregate and AlgaeneX equityholders up to 368,867 shares of the Company's common stock in the aggregate upon the achievement of certain development and regulatory milestone events. The fair value of the development and regulatory milestones are estimated utilizing a probability-adjusted approach. The weighted average probability of success of the remaining development and regulatory milestones was 28% as of June 30, 2026. The development and regulatory milestones, if achieved, will be settled in shares of the Company's common stock. As such, there is no discount rate applied in the fair value calculation. During the third quarter of 2025 and first quarter of 2026, development milestones in connection with the Motus acquisition were achieved, resulting in the issuance of 364,566 shares of the Company's common stock in October 2025 and 364,397 shares of the Company's common stock in March 2026, respectively. If the Company were to receive a PRV, the Company would be obligated to pay to the Motus equityholders a portion of the value of the PRV, subject to certain reductions. The potential payout will be either 50% of the after tax net proceeds received by the Company from a sale of the PRV or 50% of the average of the sales prices for the last three publicly disclosed PRV sales, less certain adjustments. The fair value of the PRV milestone is estimated utilizing a probability-adjusted discounted cash flow approach. This obligation will be settled in cash. On December 20, 2024, the FDA's PRV program expired. As of December 31, 2025, the Company determined that the likelihood of receiving a PRV was remote and the related milestone had no fair value. On February 3, 2026, the PRV program was reauthorized. As of June 30, 2026, the Company determined that the value of the PRV milestone was $15.7 million. The contingent consideration liabilities for net sales milestones were valued using an option pricing model with Monte Carlo simulation. As of June 30, 2026, the fair value of these net sales milestones were deemed immaterial to the overall fair value of the contingent consideration. #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 3. Fair Value Measurements (Continued) The contingent consideration liabilities have been classified as a Level 3 recurring liability as its valuation requires substantial judgment and estimation of factors that are not currently observable in the market. If different assumptions were used for the inputs to the valuation approach, the estimated fair value could be significantly different than the fair value the Company determined. Contingent consideration liabilities expected to be settled within twelve months are classified as a current liability within accounts payable and accrued liabilities. Contingent consideration liabilities expected to be settled in more than twelve months are classified as a non-current liability. As of June 30, 2026, there was no current contingent consideration outstanding, and the fair value of the non-current contingent consideration was $170.6 million. A valuation of the contingent consideration liabilities is performed quarterly with gains and losses included within change in fair value of contingent consideration in the consolidated statements of comprehensive loss. The following significant unobservable inputs were used in the valuation of the contingent consideration liabilities as of June 30, 2026 and December 31, 2025: | Line item | Fair Value as of June 30, 2026 (in millions) | Valuation Technique | Unobservable Inputs | Values | | --- | --- | --- | --- | --- | | Development and regulatory milestones | $149.2 | Probability-adjusted | Probabilities of success | 0% - 80% | | PRV milestone | $15.7 | Probability-adjusted discounted cash flow | Probability of success | 23.0% | | | | | Discount rate | 21.9% | | Line item | Fair Value as of December 31, 2025 (in millions) | Valuation Technique | Unobservable Inputs | Values | | --- | --- | --- | --- | --- | | Development and regulatory milestones | $366.9 | Probability-adjusted | Probabilities of success | 14% - 90% | A rollforward of the Company's valuations for the contingent consideration liabilities for the six months ended June 30, 2026 and 2025 follows (in thousands): | Line item | Contingent Consideration (Level 3 Liabilities) | Contingent Consideration (Level 3 Liabilities) | | --- | --- | --- | | Balance as of December 31, 2024 | $ | $168,900 | | Additions | — | | | Change in fair value | 77,300 | | | Payments | — | | | Balance as of June 30, 2025 | $ | $246,200 | | Balance as of December 31, 2025 | $ | $372,139 | | Additions | — | | | Change in fair value | (146,721) | | | Payments | (54,868) | | | Balance as of June 30, 2026 | $ | $170,550 | The change in fair value of contingent consideration liabilities is due to changes in factors such as the probability of achieving milestones, the Company's stock price, or certain other estimated assumptions. Payments were made in shares of the Company's common stock. #### Royalty Financing Agreement The fair value of the Royalty Financing Agreement at the time of the transaction was based on the Company’s estimates of future royalties expected to be paid to OrbiMed Royalty & Credit Opportunities IV, LP (OrbiMed) over the life of the arrangement, which was determined using forecasts from market data sources, which are considered Level 3 inputs. This liability is being amortized using the effective interest method over the life of the arrangement, in accordance with ASC 470, Debt and ASC 835, Interest. The Company will utilize the prospective method to account for subsequent changes in the #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 3. Fair Value Measurements (Continued) estimated future payments to be made to OrbiMed and will update the effective interest rate on a quarterly basis. The carrying value of the Royalty Financing Agreement approximates fair value. See Note 11 - Royalty Financing Agreement for further details. #### Secured Senior Term Loan The carrying value of the Company's secured senior term loans are measured at amortized cost using the effective interest method and the carrying value approximates fair value. See Note 10 - Debt for further details. 4. Product Revenues, Net In accordance with ASC 606, Revenue from Contracts with Customers, the Company recognizes revenue when a customer obtains control of promised goods or services, in an amount that reflects the consideration the Company expects to receive in exchange for the goods or services provided. To determine revenue recognition for arrangements within the scope of ASC 606, the Company performs the following five steps: (1) identify the contracts with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when or as the entity satisfies a performance obligation. At contract inception, the Company assesses the goods or services promised within each contract to determine which are performance obligations and to assess whether each promised good or service is distinct. The Company then recognizes as revenue the amount of the transaction price that is allocated to the respective performance obligation when or as the performance obligation is satisfied. For all contracts that fall into the scope of ASC 606, the Company has identified one performance obligation: the sale of its marketed products to its customers. The Company has not incurred or capitalized any incremental costs associated with obtaining contracts with customers. Product revenues, net consist of global net sales of ARIKAYCE and net sales of BRINSUPRI. The Company's customers in the US include specialty pharmacies and a specialty distributor. Product revenues are recognized once the Company performs and satisfies all five steps of the revenue recognition criteria described above. The following tables present a geographic summary of the Company's product revenues, net, for the three and six months ended June 30, 2026 and 2025 (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | ARIKAYCE | | | | | | US | $70,186 | $68,683 | $133,070 | $132,958 | | International | 46,130 | 38,732 | 81,356 | 67,280 | | Total | $116,316 | $107,415 | $214,426 | $200,238 | | BRINSUPRI | | | | | | US | $308,555 | — | $515,737 | — | | International | 615 | — | 1,287 | — | | Total | $309,170 | — | $517,024 | — | | Total | | | | | | US | $378,741 | $68,683 | $648,807 | $132,958 | | International | 46,745 | 38,732 | 82,643 | 67,280 | | Total product revenues, net | $425,486 | $107,415 | $731,450 | $200,238 | The Company also recognizes revenue related to various managed access programs. The Company recognizes international BRINSUPRI revenue related to early access programs (EAPs) in Europe, consisting of sales to the French National Agency for Medicines and Health Products Safety, which has granted BRINSUPRI a Compassionate Access Authorisation (Autorisation d'accès compassionnel or AAC) and sales through the named patient program (NPP) in other countries. Revenue is recorded at net selling price (transaction price), which includes estimates of variable consideration, with reserves established for (a) customer credits, such as invoice discounts for prompt pay, (b) estimated government rebates, such as Medicaid and Medicare Part D reimbursements, and estimated managed care rebates, (c) estimated chargebacks, and (d) #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) ### 4. Product Revenues, Net (Continued) estimated costs of co-payment assistance. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable (prompt pay discounts and chargebacks), prepaid expenses (co-payment assistance), or as a current liability (rebates). Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company's historical experience, current contractual and statutory requirements, and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company's best estimates of the amount of consideration to which it is entitled based on the terms of the applicable contract. The amount of variable consideration included in the transaction price may be constrained and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company's estimates. If actual results in the future vary from estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Customer credits: Certain of the Company's customers are offered various forms of consideration, including prompt payment discounts. The payment terms for sales to specialty pharmacies and specialty distributors for prompt payment discounts are based on contractual rates agreed with the respective specialty pharmacies and distributors. The Company anticipates that its customers will earn these discounts and, therefore, deducts the full amount of these discounts from total gross product revenues at the time such revenues are recognized. Rebates: The Company contracts with certain government agencies and managed care organizations, or collectively, third-party payors, so that its marketed products will be eligible for purchase by, or partial or full reimbursement from, such third-party payors. The Company estimates the rebates it will provide to third-party payors and deducts these estimated amounts from total gross product revenues at the time the revenues are recognized. These reserves are recorded in the same period in which the revenue is recognized, resulting in a reduction of product revenue and the establishment of a current liability. The current liability is included in accounts payable and accrued liabilities on the consolidated balance sheets. The Company estimates the rebates that it will provide to third-party payors based upon (i) the Company's contracts with these third-party payors, (ii) the government mandated discounts applicable to government-funded programs, (iii) a range of possible outcomes that are probability-weighted for the estimated payor mix, and (iv) information obtained from the Company's specialty pharmacies. Chargebacks: Chargebacks are discounts that occur when certain contracted customers, currently public health service institutions and federal government entities purchasing via the Federal Supply Schedule, purchase directly from the Company's specialty distributor. Contracted customers generally purchase the product at a discounted price and the specialty distributor, in turn, charges back to the Company the difference between the price the specialty distributor initially paid and the discounted price paid by the contracted customers. The Company estimates chargebacks provided to the specialty distributor and deducts these estimated amounts from gross product revenues, and from accounts receivable, at the time revenues are recognized. Co-payment assistance: Patients who have commercial insurance and meet certain eligibility requirements may receive co-payment assistance. Based upon the terms of the program and information regarding programs provided for similar specialty pharmaceutical products, the Company estimates the average co-pay mitigation amounts and the percentage of patients that it expects to participate in the program in order to establish accruals for co-payment assistance. These reserves are recorded in the same period in which the related revenue is recognized, resulting in a reduction of product revenue. The Company adjusts its accruals for co-pay assistance based on actual redemption activity and estimates of future redemptions related to sales in the current period. If any, or all, of the Company's actual experience varies from its estimates, the Company may need to adjust prior period accruals, affecting revenue in the period of adjustment. ### 5. Inventory The Company's inventory balance consists of the following (in thousands): | Line item | As of / June 30, 2026 | As of / December 31, 2025 | | --- | --- | --- | | Raw materials | $39,820 | $30,623 | | Work-in-process | 40,351 | 41,346 | | Finished goods | 62,213 | 60,099 | | | $142,384 | $132,068 | #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 5. Inventory (Continued) Inventory is stated at the lower of cost and net realizable value and consists of raw materials, work-in-process and finished goods. The Company has not recorded any significant inventory write-downs. The Company currently uses a limited number of third-party contract manufacturing organizations (CMOs) to produce its inventory. ### 6. Intangibles, Net and Goodwill #### Intangibles, Net #### Finite-lived Intangible Assets As of June 30, 2026, the Company's finite-lived intangible assets consisted of acquired ARIKAYCE R&D, the milestones paid to PARI Pharma GmbH (PARI) for the license to use the Lamira® Nebulizer System (Lamira) for the delivery of ARIKAYCE to patients as a result of the FDA and EC approvals of ARIKAYCE in September 2018 and October 2020, respectively, the milestone paid to AstraZeneca AB (AstraZeneca) as a result of the FDA approval of BRINSUPRI in August 2025, and the milestone paid to AstraZeneca as a result of the EC approval of BRINSUPRI in November 2025. The Company began amortizing its acquired ARIKAYCE R&D and PARI milestone-related intangible assets in October 2018, over ARIKAYCE's initial regulatory exclusivity period of 12 years, and began amortizing its AstraZeneca milestone-related intangible assets in August and November 2025 over BRINSUPRI's regulatory exclusivity period of approximately 14 years. Amortization expense is estimated to be $8.3 million per year for the years 2026 through 2029 and $7.1 million for 2030. #### Indefinite-lived Intangible Assets As of June 30, 2026, the Company's indefinite-lived intangible assets consisted of acquired IPR&D from the Business Acquisition. Indefinite-lived intangible assets are not amortized. A rollforward of the Company's intangible assets for the six months ended June 30, 2026 and 2025 is as follows (in thousands): | Intangible Asset | December 31, 2025 | Additions | Amortization | June 30, 2026 | | --- | --- | --- | --- | --- | | Acquired ARIKAYCE R&D | $23,038 | — | $(2,425) | $20,613 | | PARI milestones | 962 | — | (101) | 861 | | AstraZeneca milestones | 44,051 | — | (1,636) | 42,415 | | Acquired IPR&D | 29,600 | — | — | 29,600 | | | $97,651 | — | $(4,162) | $93,489 | | Intangible Asset | December 31, 2024 | Additions | Amortization | June 30, 2025 | | Acquired ARIKAYCE R&D | $27,888 | — | $(2,425) | $25,463 | | PARI milestones | 1,164 | — | (101) | 1,063 | | Acquired IPR&D | 29,600 | — | — | 29,600 | | | $58,652 | — | $(2,526) | $56,126 | #### Goodwill The Company's goodwill balance of $136.1 million as of June 30, 2026 and December 31, 2025, resulted from the August 2021 Business Acquisition. #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) ### 7. Fixed Assets, Net Fixed assets are stated at cost and depreciated using the straight-line method, based on useful lives as follows (in thousands): | Asset Description | Estimated Useful Life (years) | As of / June 30, 2026 | As of / December 31, 2025 | | --- | --- | --- | --- | | Building | 39 | $10,437 | $10,437 | | Land | NA | 1,963 | 1,963 | | Lab equipment | 7 | 43,646 | 39,127 | | Furniture and fixtures | 7 | 6,428 | 6,428 | | Computer hardware and software | 3-5 | 8,697 | 8,425 | | Office equipment | 7 | 171 | 171 | | Manufacturing equipment | 7 | 1,336 | 1,336 | | Leasehold improvements | 2-10 | 55,209 | 53,400 | | Construction in progress | — | 46,027 | 42,410 | | | | 173,914 | 163,697 | | Less: accumulated depreciation | | (66,695) | (60,755) | | | | $107,219 | $102,942 | ### 8. Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities consist of the following (in thousands): | Line item | As of / June 30, 2026 | As of / December 31, 2025 | | --- | --- | --- | | Accounts payable and other accrued operating expenses | $74,555 | $79,907 | | Accrued clinical trial expenses | 34,443 | 34,329 | | Accrued professional fees | 25,014 | 23,658 | | Accrued technical operation expenses | 21,730 | 22,533 | | Accrued compensation and employee related costs | 61,579 | 111,514 | | Accrued royalty and milestones payable | 37,774 | 17,101 | | Revenue Interest Payments payable | 7,553 | 6,449 | | Accrued sales allowances and related costs | 146,373 | 70,869 | | Accrued French rebate payable | 9,062 | 6,960 | | Contingent consideration | — | 57,799 | | Accrued milestone payment to AstraZeneca | — | 15,000 | | Other accrued liabilities | 10,846 | 9,941 | | | $428,929 | $456,060 | ### 9. Leases The Company's lease portfolio consists primarily of office and laboratory space, manufacturing facilities, research equipment and fleet vehicles. All of the Company's leases are classified as operating leases, except for the Company's leases of its corporate headquarters and a research facility in San Diego, which are classified as finance leases. The terms of the Company's lease agreements that have commenced range from less than one year to ten years, ten months. In its assessment of the term of each such lease, the Company has not included any options to extend or terminate the lease due to the absence of economic incentives in its lease agreements. Leases that qualify for treatment as a short-term lease are expensed as incurred. These short-term leases are not material to the Company's financial position. Furthermore, the Company does not separate lease #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 9. Leases (Continued) and non-lease components for all classes of underlying assets. The Company's leases do not contain residual value guarantees and it does not sublease any of its leased assets. The Company outsources its manufacturing operations to CMOs. Upon review of the agreements with its CMOs, the Company determined that these contracts contain embedded leases for dedicated manufacturing facilities. The Company obtains substantially all of the economic benefits from the use of the manufacturing facilities, the Company has the right to direct how and for what purpose the facility is used throughout the period of use, and the supplier does not have the right to change the operating instructions of the facility. The operating lease right-of-use assets and corresponding lease liabilities associated with the manufacturing facilities is the sum of the minimum guarantees over the life of the production contracts. The Company records variable consideration for variable lease payments in excess of fixed fees or minimum guarantees. Variable consideration related to the Company's leasing arrangements was $5.3 million and $3.4 million for the three months ended June 30, 2026 and 2025, respectively, and $12.9 million and $5.9 million for the six months ended June 30, 2026 and 2025, respectively. Variable costs related to CMO manufacturing agreements are direct costs related to the manufacturing of ARIKAYCE and are capitalized within inventory in the Company's consolidated balance sheet, while the variable costs related to other leasing arrangements, not related to the manufacturing of ARIKAYCE, have been classified within operating expenses in the Company's consolidated statements of comprehensive loss. During the three and six months ended June 30, 2026 and 2025, the Company did not acquire any new right-of-use assets in exchange for lease obligations. In addition to the Company's lease agreements that have previously commenced and are reflected in the consolidated financial statements, the Company has entered into additional lease agreements that have not yet commenced. The Company entered into certain agreements with Patheon UK Limited (Patheon) related to increasing its long-term production capacity for ARIKAYCE commercial inventory. The Company has determined that these agreements with Patheon contain an embedded lease for the manufacturing facility and the specialized equipment contained therein. As of June 30, 2026 and December 31, 2025, costs of $75.2 million and $69.5 million, respectively, incurred by the Company under these additional agreements have been classified within other assets in the Company's consolidated balance sheet. Upon the commencement date, prepaid costs and minimum guarantees specified in the agreement will be combined to establish an operating lease ROU asset and operating lease liability. ### 10. Debt #### Amended and Restated Loan Agreement In October 2022, the Company entered into the $350.0 million loan agreement (the Loan Agreement) with Pharmakon Advisors LP (Pharmakon) that would have matured on October 19, 2027 (the Tranche A Term Loan). The Tranche A Term Loan originally bore interest at a rate based upon the Secured Overnight Financing Rate (SOFR), subject to a SOFR floor of 2.5%, in addition to a margin of 7.75% per annum. Up to 50% of the interest payable during the first 24 months from the closing of the Tranche A Term Loan could have been paid-in-kind at the Company's election. If elected, paid-in-kind interest would have been capitalized and added to the principal amount of the Tranche A Term Loan. The Tranche A Term Loan, including the paid-in-kind interest, would have been repaid in eight equal quarterly payments starting in the 13th quarter following the closing of the Tranche A Term Loan (i.e., the quarter ended March 31, 2026), except that the repayment start date could have been extended at the Company's option for an additional four quarters, so that repayments start in the 17th quarter following the closing of the Tranche A Term Loan, subject to the achievement of specified ARIKAYCE data thresholds and certain other conditions. Net proceeds from the Tranche A Term Loan, after deducting the lenders fees and deal expenses of $15.1 million, were $334.9 million. In October 2024, the Company entered into an Amended and Restated Loan Agreement, as amended on July 10, 2025 (the A&R Loan Agreement), with BioPharma Credit PLC, BPCR Limited Partnership and BioPharma Credit Investments V (Master) LP, which are funds managed by Pharmakon, and the guarantors party to such agreement. The A&R Loan Agreement amended and restated the Loan Agreement. The A&R Loan Agreement, among other items, provides an additional $150.0 million senior secured term loan tranche (the Tranche B Term Loan and, together with the Tranche A Term Loan, the Term Loans). The A&R Loan Agreement extends the maturity of the Term Loans to September 30, 2029, subject to acceleration to February 1, 2028 on the occurrence of certain prespecified events, and amends the interest rate on the Term Loans to a fixed rate of 9.6% per annum. As consideration for the provision of the Tranche B Term Loan, the Company agreed to pay Pharmakon a fee equal to 2.0% of the Tranche B Term Loan at the closing date of the Tranche B Term Loan and an additional exit fee of 2.0% of the amount of each prepayment or repayment of the Term Loans. The Term Loans will be repaid in eight #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 10. Debt (Continued) equal quarterly payments starting on January 3, 2028. Net proceeds from the Tranche B Term Loan, after deducting the lenders fees and administrative expenses of $3.7 million, were $146.3 million. The following table presents the carrying value of the Company’s Term Loans balance as of June 30, 2026 and December 31, 2025 (in thousands): | Line item | As of / June 30, 2026 | As of / December 31, 2025 | | --- | --- | --- | | Principal | $500,000 | $500,000 | | Paid-in-kind interest capitalized | 46,770 | 46,770 | | Debt discount, net | (3,257) | (5,806) | | Term Loans | $543,513 | $540,964 | As of June 30, 2026, future principal repayments of debt for each of the fiscal years through maturity were as follows (in thousands): | Year Ending December 31: / 2026 / 2027 | $ / — | — | | --- | --- | --- | | 2028 | 341,731 | | | 2029 | 205,039 | | | 2030 and thereafter | — | | | | $ | $546,770 | #### Interest Expense Interest expense for the three and six months ended June 30, 2026 and 2025 was as follows (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Convertible debt contractual interest expense | — | $600 | — | $1,678 | | Term Loans contractual interest expense | 13,269 | 13,269 | 26,391 | 26,391 | | Royalty Financing Agreement interest expense | 5,129 | 5,192 | 10,243 | 10,215 | | Amortization of debt issuance costs | 1,429 | 1,676 | 2,811 | 3,498 | | Total debt interest expense | 19,827 | 20,737 | 39,445 | 41,782 | | Finance lease interest expense | 446 | 508 | 910 | 1,032 | | Total interest expense | $20,273 | $21,245 | $40,355 | $42,814 | ### 11. Royalty Financing Agreement In October 2022, the Company entered into the Royalty Financing Agreement with OrbiMed. Under the Royalty Financing Agreement, OrbiMed paid the Company $150.0 million in exchange for the right to receive, on a quarterly basis, royalties in an amount equal to 4.0% of ARIKAYCE global net sales prior to September 1, 2025 and 4.5% of ARIKAYCE global net sales on or after September 1, 2025, as well as 0.75% of brensocatib global net sales, which includes BRINSUPRI (the Revenue Interest Payments). In the event that OrbiMed has not received aggregate Revenue Interest Payments of at least $150.0 million on or prior to March 31, 2028, the Company must make a one-time payment to OrbiMed for the difference between the $150.0 million and the aggregated Revenue Interest Payments that have been paid. In addition, the royalty rate for ARIKAYCE will be increased beginning March 31, 2028 to the rate which would have resulted in aggregate Revenue Interest Payments as of March 31, 2028 equaling $150.0 million. The total Revenue Interest Payments payable by the Company to OrbiMed are capped at 1.8x of the purchase price or up to a maximum of 1.9x of the purchase price under certain conditions. Net proceeds from the Royalty Financing Agreement, after deducting the lenders fees and deal expenses of $3.8 million, were #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 11. Royalty Financing Agreement (Continued) $146.2 million. The Royalty Financing Agreement was amended in October 2024 to, among other things, amend certain restrictions on the Company’s ability to incur indebtedness. The fair value of the Royalty Financing Agreement at the time of the transaction was based on the Company’s estimates of future royalties expected to be paid to OrbiMed over the life of the arrangement, which was determined using forecasts from market data sources, which are considered Level 3 inputs. This liability is being amortized using the effective interest method over the life of the arrangement, in accordance with ASC 470, Debt and ASC 835, Interest. The initial annual effective interest rate was determined to be 12.4%. The Company is utilizing the prospective method to account for subsequent changes in the estimated future payments to be made to OrbiMed and updates the effective interest rate on a quarterly basis. The following table presents the activity of the Company's Royalty Financing Agreement balance for the six-month period ended June 30, 2026 and year ended December 31, 2025 (in thousands): | Line item | Six Months Ended June 30, 2026 | Twelve Months Ended December 31, 2025 | | --- | --- | --- | | Royalty Financing Agreement liability - beginning balance | $164,945 | $163,671 | | Revenue Interest Payments paid and payable | (13,527) | (19,401) | | Interest expense recognized | 10,243 | 20,675 | | Royalty Financing Agreement liability - ending balance | $161,661 | $164,945 | | Royalty issuance costs, unamortized - beginning balance | $(2,080) | $(2,604) | | Amortization of issuance costs | 262 | 524 | | Royalty issuance costs, unamortized - ending balance | $(1,818) | $(2,080) | | Royalty Financing Agreement | $159,843 | $162,865 | The Revenue Interest Payments payable in connection with the Royalty Financing Agreement were $7.6 million and $6.4 million as of June 30, 2026 and December 31, 2025, respectively, which were recorded within accounts payable and accrued expenses on the consolidated balance sheet. Non-cash interest expense is recorded within interest expense in the consolidated statements of comprehensive loss. ### 12. Shareholders' Equity Common Stock—As of June 30, 2026, the Company had 500,000,000 shares of common stock authorized with a par value of $0.01 per share and 218,281,059 shares of common stock issued and outstanding. In addition, as of June 30, 2026, the Company had reserved 15,503,480 shares of common stock for issuance upon the exercise of outstanding stock options, 3,327,891 shares of common stock for issuance upon the vesting of RSUs, and 267,435 shares for issuance upon the vesting of PSUs. In connection with the Business Acquisition, the Company reserved 9,406,112 shares of the Company’s common stock, subject to certain closing-related reductions. Of the 9,406,112 shares reserved, subject to certain closing-related reductions, the Company issued 2,889,367 shares of the Company's common stock in connection with the Business Acquisition in the third quarter of 2021, after certain closing-related deductions. 171,427, 177,203, and 182,182 shares of the Company’s common stock reserved in connection with the Motus acquisition were issued as acquisition consideration on the first, second and third anniversaries of the closing date of the acquisition, respectively, in each case subject to certain reductions. During the third quarter of 2025 and first quarter of 2026, development milestones in connection with the Motus acquisition were achieved, resulting in the issuance of 364,566 shares of the Company's common stock in October 2025 and 364,397 shares of the Company's common stock in March 2026, respectively. Additional shares of the Company's common stock will also be issued upon the achievement of certain development and regulatory milestone events, subject to certain reductions. As of June 30, 2026, 4,979,705 shares of the Company's common stock remain reserved for the Business Acquisition. Preferred Stock—As of June 30, 2026, the Company had 200,000,000 shares of preferred stock authorized with a par value of $0.01 per share and no shares of preferred stock were issued and outstanding. #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) ### 13. Stock-Based Compensation The Company's current equity compensation plan, the Insmed Incorporated Amended and Restated 2019 Incentive Plan (the 2019 Incentive Plan), was approved by shareholders at the Company's Annual Meeting of Shareholders on May 13, 2023. The 2019 Incentive Plan replaced the Insmed Incorporated 2019 Incentive Plan, as amended, and provided for awards of up to an aggregate of 24,250,000 shares (including the shares previously available for grant under the Insmed Incorporated 2019 Incentive Plan). At the Company's 2024 Annual Meeting of Shareholders, the Company's shareholders approved Amendment No. 1 to the 2019 Incentive Plan, which provides for the issuance of an additional 3,000,000 shares under the 2019 Incentive Plan. At the Company's 2025 Annual Meeting of Shareholders, the Company's shareholders approved Amendment No. 2 to the 2019 Incentive Plan, which provides for the issuance of an additional 10,000,000 shares under the 2019 Incentive Plan. As of June 30, 2026, 10,334,057 shares remain available for future issuance under the 2019 Incentive Plan. The 2019 Incentive Plan will terminate on April 3, 2029, unless it is extended or terminated earlier pursuant to its terms. In addition, from time to time, the Company makes inducement grants of stock options and RSUs to new hires, which awards are made pursuant to the Nasdaq's inducement grant exception to the shareholder approval requirement for grants of equity compensation. The Company granted inducement stock options and RSUs covering 183,598 shares of the Company's common stock to new employees during the six months ended June 30, 2026. In February 2025, the Company adopted the Insmed Incorporated 2025 Inducement Plan, under which the Company is authorized to grant a variety of inducement awards, including stock options and RSUs, up to an aggregate of 1,000,000 shares, as an inducement to become an employee of the Company or any of its subsidiaries. As of June 30, 2026, 516,635 shares remain available for future issuance under the Insmed Incorporated 2025 Inducement Plan. On May 15, 2018, the 2018 Employee Stock Purchase Plan (ESPP) was approved by shareholders at the Company's 2018 Annual Meeting of Shareholders. The ESPP allows eligible employees to acquire an ownership interest in the Company by purchasing common stock, at a discount, through payroll deductions. The Company has reserved the following for issuance under the ESPP: (i) 1,000,000 shares of common stock, plus (ii) commencing on January 1, 2019 and ending on December 31, 2023, an additional number of shares added on the first day of each calendar year equal to the lesser of (A) 1,200,000 shares of common stock, (B) 2% of the number of outstanding shares of common stock on such date and (C) an amount determined by the administrator. Stock Options—As of June 30, 2026, there was $146.7 million of unrecognized compensation expense related to unvested stock options. As of June 30, 2026, the Company had performance-conditioned options totaling 114,780 shares outstanding which had not yet met the recognition criteria. Restricted Stock Units—As of June 30, 2026, there was $248.9 million of unrecognized compensation expense related to unvested RSU awards. Performance Stock Units—As of June 30, 2026, there were 92,219 PSUs outstanding with an unrecognized compensation expense of $18.1 million, which assumes a 100% payout for these awards. The following table summarizes the aggregate stock-based compensation expense recorded in the consolidated statements of comprehensive loss related to stock options, RSUs, PSUs and the ESPP during the three and six months ended June 30, 2026 and 2025 (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Research and development expenses | $20,292 | $15,970 | $44,286 | $33,350 | | Selling, general and administrative expenses | 20,962 | 27,006 | 42,722 | 48,888 | | Total stock-based compensation expense | $41,254 | $42,976 | $87,008 | $82,238 | ### 14. Income Taxes The Company recorded a provision for income taxes of $1.9 million and $1.2 million for the three months ended June 30, 2026 and 2025, respectively, and $3.3 million and $2.2 million for the six months ended June 30, 2026 and 2025, respectively. The provisions recorded for the three and six months ended June 30, 2026 and 2025 are primarily a result of the Company's international subsidiaries that had taxable income during the periods and income tax on modified gross revenues #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 14. Income Taxes (Continued) imposed by certain US states. There was a full valuation allowance recorded against the Company's deferred tax assets and therefore no tax benefit was recorded. The Company is subject to US federal, state and international income taxes and the statute of limitations for tax audit is open for the Company’s federal tax returns for the years ended 2022 and later, generally open for certain states for the years 2021 and later, and generally open for international jurisdictions for the years 2020 and later. The Company has incurred net operating losses since inception, except for the year ended December 31, 2009. Such loss carryforwards would be subject to audit in any tax year in which those losses are utilized, notwithstanding the year of origin. As of June 30, 2026 and December 31, 2025, the Company had recorded reserves for unrecognized income tax benefits against certain deferred tax assets in the US. However, given the Company’s valuation allowance position, these reserves do not have an impact on the balance sheet as of June 30, 2026 and December 31, 2025 or the consolidated statements of comprehensive loss for the three and six months ended June 30, 2026 and 2025. The Company has not recorded any accrued interest or penalties related to uncertain tax positions. ### 15. Commitments and Contingencies #### Commitments The Company has entered into various commitments including, but not limited to, asset acquisition and license agreements. See Note 16 - Commitments and Contingencies in the Company’s [Annual Report on Form 10-K for the fiscal year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm) for further information. Rent expense charged to operations was $3.7 million and $3.3 million for the three months ended June 30, 2026 and 2025, respectively, and $7.2 million and $6.8 million for the six months ended June 30, 2026 and 2025, respectively. #### Legal Proceedings From time to time, the Company is a party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on the Company's consolidated financial position, results of operations or cash flows. ### 16. Segment Reporting The Company manages its business activities on a consolidated basis and operates as a single operating segment. The Company derives its revenues from the development and commercialization of therapies for patients facing serious diseases. The accounting policies of the segment are the same as those described in Note 2 – Summary of Significant Accounting Policies. The Company has a single management team that reports to the Chief Executive Officer, the chief operating decision maker (CODM), who comprehensively manages the entire business. When evaluating the Company’s financial performance, the CODM regularly reviews total revenues, total expenses, and expenses by function, and makes decisions using this information on a global basis. The CODM uses net loss, as reported in the consolidated statements of comprehensive loss, in evaluating the performance of the segment. Decisions regarding resource allocation are made primarily during the annual budget planning process and augmented as needed throughout the year. The measure of segment assets is reported on the balance sheet as total assets. The Company does not operate separate lines of business with respect to its products or product candidates. Accordingly, the Company has one reportable segment. #### INSMED INCORPORATED #### NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) #### 16. Segment Reporting (Continued) Segment loss, including significant segment expenses, for the three and six months ended June 30, 2026 and 2025 is as follows (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | | --- | --- | --- | --- | --- | | Product revenues, net | $425,486 | $107,415 | $731,450 | $200,238 | | Less: | | | | | | Cost of product revenues (excluding amortization of intangible assets) | 67,212 | 28,075 | 114,632 | 49,353 | | TPIP external R&D expenses | 38,935 | 20,649 | 76,276 | 29,802 | | Brensocatib external R&D expenses | 13,829 | 33,560 | 32,313 | 54,221 | | ARIKAYCE external R&D expenses | 6,228 | 11,003 | 14,850 | 23,124 | | Other external R&D expenses | 48,836 | 28,445 | 81,514 | 56,528 | | R&D compensation and benefit-related expenses | 69,080 | 56,389 | 141,220 | 109,947 | | SG&A compensation and benefit-related expenses | 70,520 | 51,320 | 145,313 | 106,156 | | Other segment items(a) | 207,425 | 127,650 | 417,913 | 247,345 | | Depreciation | 3,179 | 2,484 | 6,113 | 4,367 | | Amortization of intangible assets | 2,081 | 1,263 | 4,162 | 2,526 | | Change in fair value of contingent consideration | (99,760) | 59,000 | (146,721) | 77,300 | | Investment income | (10,979) | (13,225) | (23,019) | (27,131) | | Interest expense | 20,273 | 21,245 | 40,355 | 42,814 | | Provision for income taxes | 1,869 | 1,243 | 3,334 | 2,155 | | Segment net loss | $(13,242) | $(321,686) | $(176,805) | $(578,269) | (a) Other segment items include stock-based compensation, professional fees, and facility-related expenses. ## ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ### Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. "Forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are statements that are not historical facts and involve a number of risks and uncertainties. Words herein such as "may," "will," "should," "could," "would," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "intends," "potential," "continues," and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) identify forward-looking statements. Forward-looking statements are based on our current expectations and beliefs, and involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance and achievements and the timing of certain events to differ materially from the results, performance, achievements or timing discussed, projected, anticipated or indicated in any forward-looking statements. Such risks, uncertainties and other factors include, among others, the following: - failure to continue to successfully commercialize ARIKAYCE in the US, Europe or Japan (amikacin liposome inhalation suspension, Liposomal 590 mg Nebuliser Dispersion, and amikacin sulfate inhalation drug product, respectively) or failure to successfully commercialize BRINSUPRI in the US or Europe, or to maintain US, European or Japanese approval for ARIKAYCE or US or European approval for BRINSUPRI; - our inability to obtain full approval of ARIKAYCE from the FDA, or our failure to obtain regulatory approval to expand ARIKAYCE’s indication to a broader patient population; - failure to obtain, or delays in obtaining, regulatory approvals for our product candidates in the US, Europe or Japan, for ARIKAYCE outside of the US, Europe and Japan, including separate regulatory approval for Lamira in each market and for each usage, or for BRINSUPRI outside of the US and Europe; - failure to successfully commercialize our product candidates, if approved by applicable regulatory authorities, or to maintain applicable regulatory approvals for such product candidates, if approved; - uncertainties or changes in the degree of market acceptance of our marketed products or, if approved, our product candidates, by physicians, patients, third-party payors and others in the healthcare community; - our inability to obtain and maintain adequate reimbursement from government or third-party payors for our marketed products or, if approved, our product candidates, or acceptable prices for our marketed products or, if approved, our product candidates; - inaccuracies in our estimates of the size of the potential markets for our marketed products and our product candidates or in data we have used to identify physicians, expected rates of patient uptake, duration of expected treatment, or expected patient adherence or discontinuation rates; - failure of third parties on which we are dependent to manufacture sufficient quantities of our marketed products and our product candidates for commercial or clinical needs, as applicable, to conduct our clinical trials, or to comply with our agreements or laws and regulations that impact our business; - risks and uncertainties associated with, and the perceived benefits of, our senior secured loan with certain funds managed by Pharmakon and our royalty financing with OrbiMed, including our ability to maintain compliance with the covenants in the agreements for the senior secured loan and royalty financing and the impact of the restrictions on our operations under these agreements; - our inability to create or maintain an effective direct sales and marketing infrastructure or to partner with third parties that offer such an infrastructure for distribution of our marketed products or any of our product candidates that are approved in the future; - failure to successfully conduct future clinical trials for our marketed products or our product candidates and our potential inability to enroll or retain sufficient patients to conduct and complete the trials or generate data necessary for regulatory approval of our product candidates; - development of unexpected safety or efficacy concerns related to our marketed products or our product candidates; - risks that our clinical studies will be delayed, that serious side effects will be identified during drug development, or that any protocol amendments submitted will be rejected; - failure to successfully predict the time and cost of development, regulatory approval and commercialization for novel gene therapy products; - risk that interim, topline or preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available or may be interpreted differently if additional data are disclosed, or that blinded data will not be predictive of unblinded data; - risk that our competitors may obtain orphan drug exclusivity for a product that is essentially the same as a product we are developing for a particular indication; - our inability to attract and retain key personnel or to effectively manage our growth; - our inability to successfully integrate our acquisitions and appropriately manage the amount of management’s time and attention devoted to integration activities; - risks that our acquired technologies, products and product candidates will not be commercially successful; - inability to adapt to our highly competitive and changing environment; - inability to access, upgrade or expand our technology systems or difficulties in updating our existing technology or developing or implementing new technology; - risk that we are unable to maintain our significant customers; - risk that healthcare legislation or other government action materially adversely affects our business; - business or economic disruptions due to catastrophes or other events, including natural disasters or public health crises; - risk that our current and potential future use of AI and machine learning may not be successful; - deterioration in general economic conditions in the US, Europe, Japan and globally, including the effect of prolonged periods of inflation, affecting us, our suppliers, third-party service providers and potential partners; - risk that we could become involved in costly intellectual property disputes, be unable to adequately protect our intellectual property rights or prevent disclosure of our trade secrets and other proprietary information, and incur costs associated with litigation or other proceedings related to such matters; - restrictions or other obligations imposed on us by agreements related to our marketed products or our product candidates, including our license agreements with PARI and AstraZeneca, and failure to comply with our obligations under such agreements; - the cost and potential reputational damage resulting from litigation to which we are or may become a party, including product liability claims; - risk that our operations are subject to a material disruption in the event of a cybersecurity attack or issue; - changes in laws and regulations applicable to our business, including any pricing reform and laws that impact our ability to utilize certain third parties in the research, development or manufacture of our product candidates, and failure to comply with such laws and regulations; - our history of operating losses, and the possibility that we never achieve or maintain profitability; - goodwill impairment charges affecting our results of operations and financial condition; - inability to repay our existing indebtedness and uncertainties with respect to our ability to access future capital; and - delays in the execution of plans to build out an additional third-party manufacturing facility approved by the appropriate regulatory authorities and unexpected expenses associated with those plans. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Any forward-looking statement is based on information current as of the date of this Quarterly Report on Form 10-Q and speaks only as of the date on which such statement is made. Actual events or results may differ materially from the results, plans, intentions or expectations anticipated in these forward-looking statements as a result of a variety of factors, many of which are beyond our control. More information on factors that could cause actual results to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission (SEC), including, but not limited to, those described in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and included in our [Annual Report on Form 10-K for the fiscal year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). ### OVERVIEW We are a people-first global biopharmaceutical company striving to deliver first- and best-in-class therapies to transform the lives of patients facing serious diseases. Our commercial portfolio and clinical pipeline are organized around three therapeutic areas: Respiratory, Immunology & Inflammation, and Neuro & Other Rare. To complement our internal research and development, we also actively evaluate in-licensing and acquisition opportunities for commercial products, product candidates, and technologies. For a more complete discussion of our business, strategy, products and pipeline, see Part I, Item 1, “Business,” of our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). Our Marketed Products Our two commercial products, ARIKAYCE and BRINSUPRI, are both part of our Respiratory therapeutic area. ARIKAYCE is approved in the US as ARIKAYCE (amikacin liposome inhalation suspension), in Europe as ARIKAYCE Liposomal 590 mg Nebuliser Dispersion and in Japan as ARIKAYCE inhalation 590 mg (amikacin sulfate inhalation drug product). ARIKAYCE received accelerated approval in the US in September 2018 for the treatment of MAC lung disease as part of a combination antibacterial drug regimen for adult patients with limited or no alternative treatment options in a refractory setting. In October 2020, the EC approved ARIKAYCE Liposomal for the treatment of NTM lung infections caused by MAC in adults with limited treatment options who do not have CF. In March 2021, Japan's MHLW approved ARIKAYCE for the treatment of patients with NTM lung disease caused by MAC who did not sufficiently respond to prior treatment with a multidrug regimen. NTM lung disease caused by MAC (which we refer to as MAC lung disease) is a rare and often chronic infection that can cause irreversible lung damage and can be fatal. We are not aware of any other approved inhaled therapies specifically indicated to treat MAC lung disease in North America, Europe, or Japan. BRINSUPRI (brensocatib 25 mg and 10 mg tablets), an oral, once-daily treatment for non-cystic fibrosis bronchiectasis (referred to as bronchiectasis or NCFB) in patients 12 years of age and older, was approved in the US in August 2025. In November 2025, the EC approved BRINSUPRI (brensocatib 25 mg tablets) for the treatment of NCFB in patients 12 years of age and older with two or more exacerbations in the prior 12 months. In February 2026, the MHRA granted a marketing authorisation for BRINSUPRI (brensocatib 25 mg tablets) to treat patients 12 years and older with NCFB who have experienced two or more flare-ups or worsening of symptoms in the past 12 months. Bronchiectasis is a serious, chronic lung disease in which the bronchi become permanently dilated due to a cycle of infection, inflammation, and lung tissue damage. We are not aware of any other approved therapies in the US, Europe, or Japan for the treatment of patients with bronchiectasis. Our Product Candidates & Research Our Respiratory therapeutic area also includes the clinical-stage programs TPIP and INS1148. TPIP is an inhaled dry powder formulation of the treprostinil prodrug treprostinil palmitil which may offer a differentiated product profile for PH-ILD, PAH, PPF, and IPF. INS1148 is a monoclonal antibody targeting SCF248, which we plan to initially develop for PPF and IPF. We are exploring additional opportunities utilizing our various technologies within the Respiratory therapeutic area. Our Immunology & Inflammation therapeutic area is exploring opportunities utilizing our various technologies. The clinical-stage programs in our Neuro & Other Rare therapeutic area are INS1201, an intrathecally delivered gene therapy for patients with DMD, and INS1202, an intrathecally delivered gene therapy for patients with ALS. We are exploring additional opportunities utilizing our various technologies within the Neuro & Other Rare therapeutic area. We are advancing a wide range of technologies and modalities, including gene therapy, AI-driven protein engineering, RNA end-joining, and synthetic rescue, in the pursuit of future pipeline candidates. ### Our Strategy We plan to continue to develop, acquire, in-license, or co-promote other first- and best-in-class commercial products, product candidates, and technologies, including those that address serious diseases that currently have significant unmet needs. We are focused broadly on serious disease therapeutics and prioritizing those within our three therapeutic areas. Our key priorities are as follows: - Ensure successful US commercialization of BRINSUPRI; - Continue to provide ARIKAYCE to appropriate patients and expand our label; - Advance our pipeline and produce topline clinical data readouts in the near and long term; and - Control spending, prudently deploying capital to support the best return-generating opportunities. Prior to 2019, we had not generated significant revenue and, through June 30, 2026, we had an accumulated deficit of $5.8 billion. We have financed our operations primarily through the public offerings of our equity securities, debt financings and revenue interest financings. Although it is difficult to predict our future funding requirements, based upon our current operating plan, we anticipate that our cash and cash equivalents and marketable securities as of June 30, 2026 will enable us to fund our operations for at least the next 12 months. Our ability to reduce our operating loss and begin to generate positive cash flow from operations depends on the continued success in commercializing our marketed products and obtaining full approval of ARIKAYCE in the US. Our continued success also depends on bringing additional clinical stage products, such as TPIP, INS1148, INS1201, and INS1202, to market, and advancing our pre-clinical research programs. We expect to continue to incur substantial expenses related to our research and development activities as we conduct trials of TPIP in PH-ILD, PAH, PPF, and IPF, and fund development of our clinical and pre-clinical programs. We also expect to continue to incur significant costs related to the commercialization of our marketed products. Our financial results may fluctuate from quarter to quarter and will depend on, among other factors, the net sales of our marketed products; the scope and progress of our research and development efforts; and the timing of certain expenses. We cannot predict whether or when new products or new indications for marketed products will receive regulatory approval or, if any such approval is received, whether we will be able to successfully commercialize such products and whether or when we may become profitable. The information below summarizes our recent updates and anticipated near-term milestones for our marketed products and our product candidates. ### Respiratory ### BRINSUPRI - We continue to anticipate a regulatory decision for brensocatib for the treatment of NCFB in Japan in the second half of 2026. - We continue to evaluate the potential effect of evolving US policies which will then impact the timing for future potential international commercial launches. ARIKAYCE - In July 2026, we submitted a US supplemental new drug application (sNDA) for ARIKAYCE in newly diagnosed patients with MAC lung disease. We also plan to review the data with the Pharmaceuticals and Medical Devices Agency (PMDA) in the second half of 2026 to support potential label expansion in Japan. TPIP - PALM-ILD, our Phase 3 study of TPIP in patients with PH-ILD that we initiated in the fourth quarter of 2025, continues to enroll patients. - In April 2026, we initiated the Phase 3 PALM-PAH study of TPIP in patients with PAH and are actively enrolling patients. - In July 2026, we reported positive 12-month data from the ongoing open-label extension study of TPIP in patients with PAH (the OLE Study). See below for additional detail regarding the OLE Study. - We continue to anticipate initiating a Phase 3 study of TPIP in patients with PPF in the second half of 2026 and a Phase 3 study in patients with IPF in the first half of 2027. INS1148 - We continue to advance a Phase 2 development program for INS1148, initially targeting PPF and IPF, and we are exploring other diseases where inhibition of the inflammatory functions of SCF248 may be beneficial. ### Neuro & Other Rare ### INS1201 - We continue to enroll patients in the Phase 1 ASCEND clinical study of INS1201 for patients with DMD. ### INS1202 - We continue to enroll patients in the Phase 1 ARMOR clinical study of INS1202 for patients with ALS. ### Clinical Trial Developments ### The OLE Study The OLE Study is a non-placebo-controlled trial and was designed to evaluate the long-term safety, tolerability, and effectiveness of TPIP over 24 months in patients who completed the lead-in TPIP PAH studies. In July 2026, we reported positive 12-month data from the ongoing OLE Study. Data for the primary endpoint of safety and tolerability showed that once-daily TPIP therapy was generally well tolerated with no newly identified safety signals at doses up to 1,280 µg through month 12. Of the 91 patients in the OLE Study, treatment-emergent adverse events (TEAEs) occurred in 89.0% of patients; serious TEAEs were observed in 18.7% of patients; and severe TEAEs were observed in 16.5% of patients in the study. TEAEs leading to study discontinuation were experienced by 7.7% of patients. There were four deaths, none of which were considered related to TPIP treatment. The most common TEAEs through month 12 occurring in 5.0% or more of all patients were headache (28.6%), cough (15.4%), nasopharyngitis (14.3%), diarrhea (11.0%), upper respiratory tract infection (9.9%), bronchitis (7.7%), dizziness (6.6%), epistaxis (6.6%), nausea (6.6%), anemia (5.5%), influenza (5.5%), and pneumonia (5.5%). Data for secondary efficacy endpoints demonstrated sustained improvement with TPIP in six-minute walk distance (6MWD), N-terminal fragment pro-B-type natriuretic peptide (NT-proBNP) concentration, and World Health Organization (WHO) Functional Class, as well as a clinically meaningful improvement in REVEAL Lite 2.0 score at month 12. Patients in the Placebo Crossed group (n=31) showed similar outcomes to patients in the TPIP Continued group (n=60) across all efficacy measures at month 12. At month 12, mean improvement from baseline for 6MWD was +55.7 meters for the TPIP Continued group and +54.1 meters for the Placebo Crossed group; NT-proBNP concentration was reduced by approximately 60% in both groups with geometric mean ratios to baseline of 0.40 and 0.41 in TPIP Continued and Placebo Crossed, respectively; WHO Functional Class I or II was achieved in 78.3% of TPIP Continued group and 80.6% of Placebo Crossed group patients, and more than 25% of patients across both groups achieved WHO Functional Class I; and mean REVEAL Lite 2.0 score improved 2.0-points from baseline for the TPIP Continued group and 1.4-points from baseline for the Placebo Crossed group. Approximately 65% of all patients achieved Refined Low Risk status. ### KEY COMPONENTS OF OUR RESULTS OF OPERATIONS ### Product Revenues, Net Product revenues, net, consist of net sales of ARIKAYCE and BRINSUPRI. We recognize revenue for product received by our customers net of allowances for customer credits, including prompt pay discounts, service fees, estimated rebates, including government rebates, such as Medicaid rebates and Medicare Part D reimbursements in the US, chargebacks, and co-payment assistance. ### Cost of Product Revenues (Excluding Amortization of Intangible Assets) Cost of product revenues (excluding amortization of intangible assets) consist primarily of direct and indirect costs related to the manufacturing of ARIKAYCE and BRINSUPRI sold, including third-party manufacturing costs, packaging services, freight, and allocation of overhead costs, in addition to royalty expenses. ### Research and Development Expenses R&D expenses consist of salaries, benefits and other related costs, including stock-based compensation, for personnel serving in our research and development functions. R&D expenses also include other internal operating expenses, the cost of manufacturing product candidates, including the medical devices for drug delivery, for clinical study, the cost of conducting clinical studies, and the cost of conducting pre-clinical and research activities. In addition, R&D expenses include payments to third parties for the license rights to products in development (prior to marketing approval), and may include the cost of asset acquisitions. Our R&D expenses related to manufacturing our product candidates and medical devices for clinical study are primarily related to activities at CMOs that manufacture our product candidates and early-stage research activities. Our R&D expenses related to clinical trials are primarily related to activities at contract research organizations (CROs) that conduct and manage clinical trials on our behalf. These contracts with CROs set forth the scope of work to be completed at a fixed fee or billed at a per-unit cost, and increase proportionally to the volume of services rendered. Payments under these contracts with CROs primarily depend on performance criteria such as the successful enrollment of patients or the completion of clinical trial milestones as well as time-based fees. Expenses are accrued based on contracted amounts applied to the level of patient enrollment and to activity according to the clinical trial protocol. Deposits for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are then recognized as an expense as the related goods are delivered or the services are performed. ### Selling, General and Administrative (SG&A) Expenses SG&A expenses consist of salaries, benefits and other related costs, including stock-based compensation, for our non-employee directors and personnel serving in our executive, finance and accounting, legal and compliance, commercial and pre-commercial, corporate development, field sales, information technology and human resource functions. SG&A expenses also include professional fees for legal services, advertising costs, consulting services, including commercial activities, insurance, board of director fees, tax and accounting services. ### Amortization of Intangible Assets Upon regulatory approval of each of ARIKAYCE and BRINSUPRI, the related intangible assets began to be amortized over their estimated useful lives. The fair values assigned to our intangible assets are based on estimates and assumptions we believe are reasonable based on available facts and circumstances. Unanticipated events or circumstances may occur that require us to review the assets for impairment. ### Change in Fair Value of Contingent Consideration In connection with the Business Acquisition, we recorded contingent consideration liabilities related to potential future milestone payments. Adjustments to the fair value are due to changes in the probability of achieving milestones, our stock price, or certain other estimated assumptions. The change in fair value of contingent consideration is calculated quarterly with gains and losses recorded in the consolidated statements of comprehensive loss. ### Investment Income and Interest Expense Investment income consists of interest and dividend income earned on our cash and cash equivalents and marketable securities. Interest expense consists primarily of contractual interest costs, Royalty Financing Agreement non-cash interest expense and the amortization of debt issuance costs. Debt issuance costs are amortized to interest expense using the effective interest rate method over the term of the debt. Our consolidated balance sheets reflect debt, net of the debt issuance costs paid to the lender, and other third-party costs. ### RESULTS OF OPERATIONS ### Comparison of the Three Months Ended June 30, 2026 and 2025 ### Product Revenues, Net Product revenues, net, consists of net sales of ARIKAYCE and BRINSUPRI. The following table summarizes revenue by product and geography for the three months ended June 30, 2026 and 2025 (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | ARIKAYCE | | | | | | US | $70,186 | $68,683 | $1,503 | 2% | | International | 46,130 | 38,732 | 7,398 | 19% | | Total | $116,316 | $107,415 | $8,901 | 8% | | BRINSUPRI | | | | | | US | $308,555 | — | $308,555 | NA | | International | 615 | — | 615 | NA | | Total | $309,170 | — | $309,170 | NA | | Total | | | | | | US | $378,741 | $68,683 | $310,058 | 451% | | International | 46,745 | 38,732 | 8,013 | 21% | | Total product revenues, net | $425,486 | $107,415 | $318,071 | 296% | Product revenues, net, for the three months ended June 30, 2026 were $425.5 million as compared to $107.4 million for the same period in 2025, an increase of $318.1 million, or 296%. This increase was a result of $308.6 million of US commercial sales of BRINSUPRI following approval in August 2025 and an $8.9 million growth in sales of ARIKAYCE, primarily driven by growth in international sales. In the first quarter of 2026, we began recognizing international BRINSUPRI revenue related to EAPs in Europe, consisting of sales to the French National Agency for Medicines and Health Products Safety, which has granted BRINSUPRI a Compassionate Access Authorisation (Autorisation d'accès compassionnel or AAC) and sales through the NPP in other countries. ### Cost of Product Revenues (excluding amortization of intangible assets) Cost of product revenues (excluding amortization of intangible assets) for the three months ended June 30, 2026 and 2025 were as follows (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Cost of product revenues (excluding amortization of intangible assets) | $67,212 | $28,075 | $39,137 | 139% | | Cost of product revenues, as % of revenues | 15.8% | 26.1% | | | Cost of product revenues (excluding amortization of intangible assets) were $67.2 million for the three months ended June 30, 2026 as compared to $28.1 million for the same period in 2025, an increase of $39.1 million, or 139%. This increase was primarily attributable to the increase in total product revenues discussed above. Cost of product revenues as a percent of revenues decreased in the current period due to sales of BRINSUPRI, which has lower manufacturing costs than ARIKAYCE. All product costs for BRINSUPRI incurred prior to FDA approval on August 12, 2025 were expensed as R&D expenses. We expect this to benefit our cost of product revenues (excluding amortization of intangible assets) in 2026 and beyond as we sell through inventory that was expensed prior to FDA approval of BRINSUPRI. ### R&D Expenses R&D expenses for the three months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | External Expenses | | | | | | Clinical development and research | $55,897 | $41,251 | $14,646 | 36% | | Manufacturing | 37,841 | 41,608 | (3,767) | (9)% | | Regulatory, quality assurance, and medical affairs | 14,090 | 10,798 | 3,292 | 30% | | Subtotal—external expenses | $107,828 | $93,657 | $14,171 | 15% | | Internal Expenses | | | | | | Compensation and benefit-related expenses | $69,080 | $56,389 | $12,691 | 23% | | Stock-based compensation | 20,292 | 15,970 | 4,322 | 27% | | Other internal operating expenses | 12,834 | 11,174 | 1,660 | 15% | | Subtotal—internal expenses | $102,206 | $83,533 | $18,673 | 22% | | Total R&D expenses | $210,034 | $177,190 | $32,844 | 19% | R&D expenses were $210.0 million for the three months ended June 30, 2026 as compared to $177.2 million for the same period in 2025, an increase of $32.8 million, or 19%. This increase was primarily due to a $17.0 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount, and a $14.6 million increase in clinical development and research costs primarily related to TPIP. External R&D expenses by product for the three months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | TPIP external R&D expenses | $38,935 | $20,649 | $18,286 | 89% | | Brensocatib external R&D expenses | 13,829 | 33,560 | (19,731) | (59)% | | ARIKAYCE external R&D expenses | 6,228 | 11,003 | (4,775) | (43)% | | Other external R&D expenses | 48,836 | 28,445 | 20,391 | 72% | | Total external R&D expenses | $107,828 | $93,657 | $14,171 | 15% | ### SG&A Expenses SG&A expenses for the three months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Compensation and benefit-related expenses | $70,520 | $51,320 | $19,200 | 37% | | Stock-based compensation | 20,962 | 27,006 | (6,044) | (22)% | | Professional fees and other external expenses | 133,267 | 56,805 | 76,462 | 135% | | Facility related and other internal expenses | 22,718 | 19,632 | 3,086 | 16% | | Total SG&A expenses | $247,467 | $154,763 | $92,704 | 60% | SG&A expenses were $247.5 million for the three months ended June 30, 2026 as compared to $154.8 million for the same period in 2025, an increase of $92.7 million, or 60%. This increase was primarily due to a $76.5 million increase in professional fees and other external expenses and a $19.2 million increase in compensation and benefit-related expenses due to an increase in headcount, both driven by commercial activities for BRINSUPRI. ### Amortization of Intangible Assets Amortization of intangible assets was $2.1 million for the three months ended June 30, 2026 as compared to $1.3 million for the same period in 2025, an increase of $0.8 million. This increase was due to amortization of the AstraZeneca milestones achieved upon FDA and EC approvals of BRINSUPRI in August 2025 and November 2025, respectively. ### Change in Fair Value of Contingent Consideration The change in fair value of contingent consideration for the three months ended June 30, 2026 was $99.8 million and was primarily due to the decrease in our share price and to a lesser extent, the change in probabilities of success. Contingent consideration is the potential future consideration to be paid to former equityholders of the businesses we acquired. ### Investment Income Investment income was $11.0 million for the three months ended June 30, 2026 as compared to $13.2 million for the same period in 2025, a decrease of $2.2 million, or 17%. This decrease was due to lower average cash and marketable securities balances and lower interest rates in 2026 relative to the same period in 2025. ### Interest Expense Interest expense for the three months ended June 30, 2026 was $20.3 million as compared to $21.2 million for the same period in 2025, a decrease of $1.0 million, or 5%. This decrease was primarily due to the redemption of the Company's outstanding 0.75% Convertible Senior Notes due 2028 in the second quarter of 2025. See Note 10 - Debt and Note 11 - Royalty Financing Agreement in this Quarterly Report on Form 10-Q for further details. ### RESULTS OF OPERATIONS ### Comparison of the Six Months Ended June 30, 2026 and 2025 ### Product Revenues, Net Product revenues, net, consists of net sales of ARIKAYCE and BRINSUPRI. The following table summarizes revenue by product and geography for the six months ended June 30, 2026 and 2025 (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | ARIKAYCE | | | | | | US | $133,070 | $132,958 | $112 | <1% | | International | 81,356 | 67,280 | 14,076 | 21% | | Total | $214,426 | $200,238 | $14,188 | 7% | | BRINSUPRI | | | | | | US | $515,737 | — | $515,737 | NA | | International | 1,287 | — | 1,287 | NA | | Total | $517,024 | — | $517,024 | NA | | Total | | | | | | US | $648,807 | $132,958 | $515,849 | 388% | | International | 82,643 | 67,280 | 15,363 | 23% | | Total product revenues, net | $731,450 | $200,238 | $531,212 | 265% | Product revenues, net, for the six months ended June 30, 2026 were $731.5 million as compared to $200.2 million for the same period in 2025, an increase of $531.2 million, or 265%. This increase was a result of $515.7 million of US commercial sales of BRINSUPRI following approval in August 2025 and a $14.2 million growth in sales of ARIKAYCE, primarily driven by growth in international sales. ### Cost of Product Revenues (excluding amortization of intangible assets) Cost of product revenues (excluding amortization of intangible assets) for the six months ended June 30, 2026 and 2025 were as follows (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Cost of product revenues (excluding amortization of intangible assets) | $114,632 | $49,353 | $65,279 | 132% | | Cost of product revenues, as % of revenues | 15.7% | 24.6% | | | Cost of product revenues (excluding amortization of intangible assets) were $114.6 million for the six months ended June 30, 2026 as compared to $49.4 million for the same period in 2025, an increase of $65.3 million, or 132%. This increase was primarily attributable to the increase in total product revenues discussed above. Cost of product revenues as a percent of revenues decreased in the current period due to sales of BRINSUPRI, which has lower manufacturing costs than ARIKAYCE. ### R&D Expenses R&D expenses for the six months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | External Expenses | | | | | | Clinical development and research | $103,853 | $81,788 | $22,065 | 27% | | Manufacturing | 75,977 | 63,417 | 12,560 | 20% | | Regulatory, quality assurance, and medical affairs | 25,123 | 18,470 | 6,653 | 36% | | Subtotal—external expenses | $204,953 | $163,675 | $41,278 | 25% | | Internal Expenses | | | | | | Compensation and benefit-related expenses | $141,220 | $109,947 | $31,273 | 28% | | Stock-based compensation | 44,286 | 33,350 | 10,936 | 33% | | Other internal operating expenses | 29,060 | 22,795 | 6,265 | 27% | | Subtotal—internal expenses | $214,566 | $166,092 | $48,474 | 29% | | Total R&D expenses | $419,519 | $329,767 | $89,752 | 27% | R&D expenses were $419.5 million for the six months ended June 30, 2026 as compared to $329.8 million for the same period in 2025, an increase of $89.8 million, or 27%. This increase was primarily due to a $42.2 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount, and a $22.1 million increase in clinical development and research costs and a $12.6 million increase in manufacturing costs, both primarily related to TPIP. External R&D expenses by product for the six months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | TPIP external R&D expenses | $76,276 | $29,802 | $46,474 | 156% | | Brensocatib external R&D expenses | 32,313 | 54,221 | (21,908) | (40)% | | ARIKAYCE external R&D expenses | 14,850 | 23,124 | (8,274) | (36)% | | Other external R&D expenses | 81,514 | 56,528 | 24,986 | 44% | | Total external R&D expenses | $204,953 | $163,675 | $41,278 | 25% | ### SG&A Expenses SG&A expenses for the six months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Compensation and benefit-related expenses | $145,313 | $106,156 | $39,157 | 37% | | Stock-based compensation | 42,722 | 48,888 | (6,166) | (13)% | | Professional fees and other external expenses | 258,231 | 107,366 | 150,865 | 141% | | Facility related and other internal expenses | 48,460 | 39,898 | 8,562 | 21% | | Total SG&A expenses | $494,726 | $302,308 | $192,418 | 64% | SG&A expenses were $494.7 million for the six months ended June 30, 2026 as compared to $302.3 million for the same period in 2025, an increase of $192.4 million, or 64%. This increase was primarily due to a $150.9 million increase in professional fees and other external expenses and a $39.2 million increase in compensation and benefit-related expenses due to an increase in headcount, both driven by commercial activities for BRINSUPRI. ### Amortization of Intangible Assets Amortization of intangible assets was $4.2 million for the six months ended June 30, 2026 as compared to $2.5 million for the same period in 2025, an increase of $1.6 million. This increase was due to amortization of the AstraZeneca milestones achieved upon FDA and EC approvals of BRINSUPRI in August 2025 and November 2025, respectively. ### Change in Fair Value of Contingent Consideration The change in fair value of contingent consideration for the six months ended June 30, 2026 was $146.7 million and was primarily due to the decrease in our share price and to a lesser extent, the change in probabilities of success, partially offset by an increase in the obligation associated with the reauthorization of the PRV program. ### Investment Income Investment income was $23.0 million for the six months ended June 30, 2026 as compared to $27.1 million for the same period in 2025, a decrease of $4.1 million, or 15%. This decrease was due to lower average cash and marketable securities balances and lower interest rates in 2026 relative to the same period in 2025. ### Interest Expense Interest expense for the six months ended June 30, 2026 was $40.4 million as compared to $42.8 million for the same period in 2025, a decrease of $2.5 million, or 6%. This decrease was primarily due to the redemption of the Company's outstanding 0.75% Convertible Senior Notes due 2028 in the second quarter of 2025. See Note 10 - Debt and Note 11 - Royalty Financing Agreement in this Quarterly Report on Form 10-Q for further details. ### LIQUIDITY AND CAPITAL RESOURCES ### Overview There is considerable time and cost associated with developing potential pharmaceutical products to the point of regulatory approval and commercialization. We commenced commercial shipments of ARIKAYCE in October 2018 and BRINSUPRI in August 2025. We expect to continue to incur consolidated operating losses, including losses at our US and certain international entities, as we plan to fund R&D for ARIKAYCE, TPIP, INS1148, INS1201, INS1202, and our other pipeline programs, continue commercialization and regulatory activities for ARIKAYCE and BRINSUPRI, and engage in other general and administrative activities. In June 2025, we completed an underwritten offering of 8,984,375 shares of our common stock at a public offering price of $96.00 per share. 1,171,875 of the shares of common stock were issued pursuant to the exercise in full of the underwriters' option to purchase additional shares. Our net proceeds from the sale of the shares, after deducting the underwriting discounts and offering expenses of $39.2 million, were $823.3 million. Based on our current operating plan, we anticipate that our cash and cash equivalents and marketable securities as of June 30, 2026 will enable us to fund our operations. While we believe we currently have sufficient funds to meet our financial needs for at least the next 12 months, we may raise additional capital to fund future development of our product candidates, and to develop, acquire, in-license or co-promote other products or product candidates, including those that address serious diseases with significant unmet need. Our cash requirements for the next 12 months will be impacted by a number of factors, the most significant of which we expect to be expenses related to our commercialization efforts for ARIKAYCE and BRINSUPRI and development costs for our clinical-stage assets and, to a lesser extent, our pre-clinical research programs. ### Cash Flows As of June 30, 2026, we had cash and cash equivalents of $544.8 million, as compared to $510.4 million as of December 31, 2025. In addition, as of June 30, 2026, we had marketable securities of $615.5 million, as compared to $919.6 million as of December 31, 2025. The net decrease in cash and cash equivalents and marketable securities was primarily due to the cash used in operating activities and the $15.0 million milestone payment to AstraZeneca following EC approval of BRINSUPRI, partially offset by proceeds from the exercise of stock options. Our working capital was $1.2 billion and $1.3 billion as of June 30, 2026 and December 31, 2025, respectively. Net cash used in operating activities was $311.6 million and $467.7 million for the six months ended June 30, 2026 and 2025, respectively. The net cash used in operating activities during the six months ended June 30, 2026 and 2025 was primarily driven by commercial, clinical, and manufacturing activities related to ARIKAYCE, commercial and commercial readiness activities for BRINSUPRI, as well as other SG&A expenses, and clinical trial expenses related to brensocatib and TPIP. The decrease in cash used in operating activities for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to the decrease in net loss, excluding the adjustments to reconcile net loss to net cash used in operating activities. Net cash provided by investing activities was $290.0 million and $308.2 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, net cash provided by investing activities consisted primarily of maturities of marketable securities, partially offset by purchases of marketable securities and the $15.0 million milestone payment to AstraZeneca following EC approval of BRINSUPRI. During the six months ended June 30, 2025, net cash provided by investing activities consisted primarily of maturities of marketable securities, partially offset by purchases of marketable securities. Net cash provided by financing activities was $56.7 million and $886.8 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, net cash provided by financing activities consisted primarily of proceeds from the exercise of stock options and ESPP. During the six months ended June 30, 2025, net cash provided by financing activities consisted primarily of net proceeds from the issuance of common stock and proceeds from the exercise of stock options and ESPP. ### Contractual Obligations There were no material changes outside of the ordinary course of business in our contractual obligations during the six months ended June 30, 2026 from those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations” in our [Annual Report on Form 10-K for the year ended December 31, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm)5. ### Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. We do not have any interest in special purpose entities, structured finance entities or other variable interest entities. ### CRITICAL ACCOUNTING ESTIMATES There have been no material changes to our critical accounting policies and estimates as disclosed in our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). For the required interim disclosure updates related to our accounting policies and estimates, see Note 2 - Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q. ## Item 2M. Management’s Discussion and Analysis of Financial Condition and Results of Operations ### ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ### Cautionary Note Regarding Forward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. "Forward-looking statements," as that term is defined in the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are statements that are not historical facts and involve a number of risks and uncertainties. Words herein such as "may," "will," "should," "could," "would," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "intends," "potential," "continues," and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances) identify forward-looking statements. Forward-looking statements are based on our current expectations and beliefs, and involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance and achievements and the timing of certain events to differ materially from the results, performance, achievements or timing discussed, projected, anticipated or indicated in any forward-looking statements. Such risks, uncertainties and other factors include, among others, the following: - failure to continue to successfully commercialize ARIKAYCE in the US, Europe or Japan (amikacin liposome inhalation suspension, Liposomal 590 mg Nebuliser Dispersion, and amikacin sulfate inhalation drug product, respectively) or failure to successfully commercialize BRINSUPRI in the US or Europe, or to maintain US, European or Japanese approval for ARIKAYCE or US or European approval for BRINSUPRI; - our inability to obtain full approval of ARIKAYCE from the FDA, or our failure to obtain regulatory approval to expand ARIKAYCE’s indication to a broader patient population; - failure to obtain, or delays in obtaining, regulatory approvals for our product candidates in the US, Europe or Japan, for ARIKAYCE outside of the US, Europe and Japan, including separate regulatory approval for Lamira in each market and for each usage, or for BRINSUPRI outside of the US and Europe; - failure to successfully commercialize our product candidates, if approved by applicable regulatory authorities, or to maintain applicable regulatory approvals for such product candidates, if approved; - uncertainties or changes in the degree of market acceptance of our marketed products or, if approved, our product candidates, by physicians, patients, third-party payors and others in the healthcare community; - our inability to obtain and maintain adequate reimbursement from government or third-party payors for our marketed products or, if approved, our product candidates, or acceptable prices for our marketed products or, if approved, our product candidates; - inaccuracies in our estimates of the size of the potential markets for our marketed products and our product candidates or in data we have used to identify physicians, expected rates of patient uptake, duration of expected treatment, or expected patient adherence or discontinuation rates; - failure of third parties on which we are dependent to manufacture sufficient quantities of our marketed products and our product candidates for commercial or clinical needs, as applicable, to conduct our clinical trials, or to comply with our agreements or laws and regulations that impact our business; - risks and uncertainties associated with, and the perceived benefits of, our senior secured loan with certain funds managed by Pharmakon and our royalty financing with OrbiMed, including our ability to maintain compliance with the covenants in the agreements for the senior secured loan and royalty financing and the impact of the restrictions on our operations under these agreements; - our inability to create or maintain an effective direct sales and marketing infrastructure or to partner with third parties that offer such an infrastructure for distribution of our marketed products or any of our product candidates that are approved in the future; - failure to successfully conduct future clinical trials for our marketed products or our product candidates and our potential inability to enroll or retain sufficient patients to conduct and complete the trials or generate data necessary for regulatory approval of our product candidates; - development of unexpected safety or efficacy concerns related to our marketed products or our product candidates; - risks that our clinical studies will be delayed, that serious side effects will be identified during drug development, or that any protocol amendments submitted will be rejected; - failure to successfully predict the time and cost of development, regulatory approval and commercialization for novel gene therapy products; - risk that interim, topline or preliminary data from our clinical trials that we announce or publish from time to time may change as more patient data become available or may be interpreted differently if additional data are disclosed, or that blinded data will not be predictive of unblinded data; - risk that our competitors may obtain orphan drug exclusivity for a product that is essentially the same as a product we are developing for a particular indication; - our inability to attract and retain key personnel or to effectively manage our growth; - our inability to successfully integrate our acquisitions and appropriately manage the amount of management’s time and attention devoted to integration activities; - risks that our acquired technologies, products and product candidates will not be commercially successful; - inability to adapt to our highly competitive and changing environment; - inability to access, upgrade or expand our technology systems or difficulties in updating our existing technology or developing or implementing new technology; - risk that we are unable to maintain our significant customers; - risk that healthcare legislation or other government action materially adversely affects our business; - business or economic disruptions due to catastrophes or other events, including natural disasters or public health crises; - risk that our current and potential future use of AI and machine learning may not be successful; - deterioration in general economic conditions in the US, Europe, Japan and globally, including the effect of prolonged periods of inflation, affecting us, our suppliers, third-party service providers and potential partners; - risk that we could become involved in costly intellectual property disputes, be unable to adequately protect our intellectual property rights or prevent disclosure of our trade secrets and other proprietary information, and incur costs associated with litigation or other proceedings related to such matters; - restrictions or other obligations imposed on us by agreements related to our marketed products or our product candidates, including our license agreements with PARI and AstraZeneca, and failure to comply with our obligations under such agreements; - the cost and potential reputational damage resulting from litigation to which we are or may become a party, including product liability claims; - risk that our operations are subject to a material disruption in the event of a cybersecurity attack or issue; - changes in laws and regulations applicable to our business, including any pricing reform and laws that impact our ability to utilize certain third parties in the research, development or manufacture of our product candidates, and failure to comply with such laws and regulations; - our history of operating losses, and the possibility that we never achieve or maintain profitability; - goodwill impairment charges affecting our results of operations and financial condition; - inability to repay our existing indebtedness and uncertainties with respect to our ability to access future capital; and - delays in the execution of plans to build out an additional third-party manufacturing facility approved by the appropriate regulatory authorities and unexpected expenses associated with those plans. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they are made. Any forward-looking statement is based on information current as of the date of this Quarterly Report on Form 10-Q and speaks only as of the date on which such statement is made. Actual events or results may differ materially from the results, plans, intentions or expectations anticipated in these forward-looking statements as a result of a variety of factors, many of which are beyond our control. More information on factors that could cause actual results to differ materially from those anticipated is included from time to time in our reports filed with the Securities and Exchange Commission (SEC), including, but not limited to, those described in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q and included in our [Annual Report on Form 10-K for the fiscal year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). We disclaim any obligation, except as specifically required by law and the rules of the SEC, to publicly update or revise any such statements to reflect any change in our expectations or in events, conditions or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. The following discussion should be read in conjunction with our consolidated financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and the consolidated financial statements and related notes thereto in our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). ### OVERVIEW We are a people-first global biopharmaceutical company striving to deliver first- and best-in-class therapies to transform the lives of patients facing serious diseases. Our commercial portfolio and clinical pipeline are organized around three therapeutic areas: Respiratory, Immunology & Inflammation, and Neuro & Other Rare. To complement our internal research and development, we also actively evaluate in-licensing and acquisition opportunities for commercial products, product candidates, and technologies. For a more complete discussion of our business, strategy, products and pipeline, see Part I, Item 1, “Business,” of our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). Our Marketed Products Our two commercial products, ARIKAYCE and BRINSUPRI, are both part of our Respiratory therapeutic area. ARIKAYCE is approved in the US as ARIKAYCE (amikacin liposome inhalation suspension), in Europe as ARIKAYCE Liposomal 590 mg Nebuliser Dispersion and in Japan as ARIKAYCE inhalation 590 mg (amikacin sulfate inhalation drug product). ARIKAYCE received accelerated approval in the US in September 2018 for the treatment of MAC lung disease as part of a combination antibacterial drug regimen for adult patients with limited or no alternative treatment options in a refractory setting. In October 2020, the EC approved ARIKAYCE Liposomal for the treatment of NTM lung infections caused by MAC in adults with limited treatment options who do not have CF. In March 2021, Japan's MHLW approved ARIKAYCE for the treatment of patients with NTM lung disease caused by MAC who did not sufficiently respond to prior treatment with a multidrug regimen. NTM lung disease caused by MAC (which we refer to as MAC lung disease) is a rare and often chronic infection that can cause irreversible lung damage and can be fatal. We are not aware of any other approved inhaled therapies specifically indicated to treat MAC lung disease in North America, Europe, or Japan. BRINSUPRI (brensocatib 25 mg and 10 mg tablets), an oral, once-daily treatment for non-cystic fibrosis bronchiectasis (referred to as bronchiectasis or NCFB) in patients 12 years of age and older, was approved in the US in August 2025. In November 2025, the EC approved BRINSUPRI (brensocatib 25 mg tablets) for the treatment of NCFB in patients 12 years of age and older with two or more exacerbations in the prior 12 months. In February 2026, the MHRA granted a marketing authorisation for BRINSUPRI (brensocatib 25 mg tablets) to treat patients 12 years and older with NCFB who have experienced two or more flare-ups or worsening of symptoms in the past 12 months. Bronchiectasis is a serious, chronic lung disease in which the bronchi become permanently dilated due to a cycle of infection, inflammation, and lung tissue damage. We are not aware of any other approved therapies in the US, Europe, or Japan for the treatment of patients with bronchiectasis. Our Product Candidates & Research Our Respiratory therapeutic area also includes the clinical-stage programs TPIP and INS1148. TPIP is an inhaled dry powder formulation of the treprostinil prodrug treprostinil palmitil which may offer a differentiated product profile for PH-ILD, PAH, PPF, and IPF. INS1148 is a monoclonal antibody targeting SCF248, which we plan to initially develop for PPF and IPF. We are exploring additional opportunities utilizing our various technologies within the Respiratory therapeutic area. Our Immunology & Inflammation therapeutic area is exploring opportunities utilizing our various technologies. The clinical-stage programs in our Neuro & Other Rare therapeutic area are INS1201, an intrathecally delivered gene therapy for patients with DMD, and INS1202, an intrathecally delivered gene therapy for patients with ALS. We are exploring additional opportunities utilizing our various technologies within the Neuro & Other Rare therapeutic area. We are advancing a wide range of technologies and modalities, including gene therapy, AI-driven protein engineering, RNA end-joining, and synthetic rescue, in the pursuit of future pipeline candidates. ### Our Strategy We plan to continue to develop, acquire, in-license, or co-promote other first- and best-in-class commercial products, product candidates, and technologies, including those that address serious diseases that currently have significant unmet needs. We are focused broadly on serious disease therapeutics and prioritizing those within our three therapeutic areas. Our key priorities are as follows: - Ensure successful US commercialization of BRINSUPRI; - Continue to provide ARIKAYCE to appropriate patients and expand our label; - Advance our pipeline and produce topline clinical data readouts in the near and long term; and - Control spending, prudently deploying capital to support the best return-generating opportunities. Prior to 2019, we had not generated significant revenue and, through June 30, 2026, we had an accumulated deficit of $5.8 billion. We have financed our operations primarily through the public offerings of our equity securities, debt financings and revenue interest financings. Although it is difficult to predict our future funding requirements, based upon our current operating plan, we anticipate that our cash and cash equivalents and marketable securities as of June 30, 2026 will enable us to fund our operations for at least the next 12 months. Our ability to reduce our operating loss and begin to generate positive cash flow from operations depends on the continued success in commercializing our marketed products and obtaining full approval of ARIKAYCE in the US. Our continued success also depends on bringing additional clinical stage products, such as TPIP, INS1148, INS1201, and INS1202, to market, and advancing our pre-clinical research programs. We expect to continue to incur substantial expenses related to our research and development activities as we conduct trials of TPIP in PH-ILD, PAH, PPF, and IPF, and fund development of our clinical and pre-clinical programs. We also expect to continue to incur significant costs related to the commercialization of our marketed products. Our financial results may fluctuate from quarter to quarter and will depend on, among other factors, the net sales of our marketed products; the scope and progress of our research and development efforts; and the timing of certain expenses. We cannot predict whether or when new products or new indications for marketed products will receive regulatory approval or, if any such approval is received, whether we will be able to successfully commercialize such products and whether or when we may become profitable. The information below summarizes our recent updates and anticipated near-term milestones for our marketed products and our product candidates. ### Respiratory ### BRINSUPRI - We continue to anticipate a regulatory decision for brensocatib for the treatment of NCFB in Japan in the second half of 2026. - We continue to evaluate the potential effect of evolving US policies which will then impact the timing for future potential international commercial launches. ARIKAYCE - In July 2026, we submitted a US supplemental new drug application (sNDA) for ARIKAYCE in newly diagnosed patients with MAC lung disease. We also plan to review the data with the Pharmaceuticals and Medical Devices Agency (PMDA) in the second half of 2026 to support potential label expansion in Japan. TPIP - PALM-ILD, our Phase 3 study of TPIP in patients with PH-ILD that we initiated in the fourth quarter of 2025, continues to enroll patients. - In April 2026, we initiated the Phase 3 PALM-PAH study of TPIP in patients with PAH and are actively enrolling patients. - In July 2026, we reported positive 12-month data from the ongoing open-label extension study of TPIP in patients with PAH (the OLE Study). See below for additional detail regarding the OLE Study. - We continue to anticipate initiating a Phase 3 study of TPIP in patients with PPF in the second half of 2026 and a Phase 3 study in patients with IPF in the first half of 2027. INS1148 - We continue to advance a Phase 2 development program for INS1148, initially targeting PPF and IPF, and we are exploring other diseases where inhibition of the inflammatory functions of SCF248 may be beneficial. ### Neuro & Other Rare ### INS1201 - We continue to enroll patients in the Phase 1 ASCEND clinical study of INS1201 for patients with DMD. ### INS1202 - We continue to enroll patients in the Phase 1 ARMOR clinical study of INS1202 for patients with ALS. ### Clinical Trial Developments ### The OLE Study The OLE Study is a non-placebo-controlled trial and was designed to evaluate the long-term safety, tolerability, and effectiveness of TPIP over 24 months in patients who completed the lead-in TPIP PAH studies. In July 2026, we reported positive 12-month data from the ongoing OLE Study. Data for the primary endpoint of safety and tolerability showed that once-daily TPIP therapy was generally well tolerated with no newly identified safety signals at doses up to 1,280 µg through month 12. Of the 91 patients in the OLE Study, treatment-emergent adverse events (TEAEs) occurred in 89.0% of patients; serious TEAEs were observed in 18.7% of patients; and severe TEAEs were observed in 16.5% of patients in the study. TEAEs leading to study discontinuation were experienced by 7.7% of patients. There were four deaths, none of which were considered related to TPIP treatment. The most common TEAEs through month 12 occurring in 5.0% or more of all patients were headache (28.6%), cough (15.4%), nasopharyngitis (14.3%), diarrhea (11.0%), upper respiratory tract infection (9.9%), bronchitis (7.7%), dizziness (6.6%), epistaxis (6.6%), nausea (6.6%), anemia (5.5%), influenza (5.5%), and pneumonia (5.5%). Data for secondary efficacy endpoints demonstrated sustained improvement with TPIP in six-minute walk distance (6MWD), N-terminal fragment pro-B-type natriuretic peptide (NT-proBNP) concentration, and World Health Organization (WHO) Functional Class, as well as a clinically meaningful improvement in REVEAL Lite 2.0 score at month 12. Patients in the Placebo Crossed group (n=31) showed similar outcomes to patients in the TPIP Continued group (n=60) across all efficacy measures at month 12. At month 12, mean improvement from baseline for 6MWD was +55.7 meters for the TPIP Continued group and +54.1 meters for the Placebo Crossed group; NT-proBNP concentration was reduced by approximately 60% in both groups with geometric mean ratios to baseline of 0.40 and 0.41 in TPIP Continued and Placebo Crossed, respectively; WHO Functional Class I or II was achieved in 78.3% of TPIP Continued group and 80.6% of Placebo Crossed group patients, and more than 25% of patients across both groups achieved WHO Functional Class I; and mean REVEAL Lite 2.0 score improved 2.0-points from baseline for the TPIP Continued group and 1.4-points from baseline for the Placebo Crossed group. Approximately 65% of all patients achieved Refined Low Risk status. ### KEY COMPONENTS OF OUR RESULTS OF OPERATIONS ### Product Revenues, Net Product revenues, net, consist of net sales of ARIKAYCE and BRINSUPRI. We recognize revenue for product received by our customers net of allowances for customer credits, including prompt pay discounts, service fees, estimated rebates, including government rebates, such as Medicaid rebates and Medicare Part D reimbursements in the US, chargebacks, and co-payment assistance. ### Cost of Product Revenues (Excluding Amortization of Intangible Assets) Cost of product revenues (excluding amortization of intangible assets) consist primarily of direct and indirect costs related to the manufacturing of ARIKAYCE and BRINSUPRI sold, including third-party manufacturing costs, packaging services, freight, and allocation of overhead costs, in addition to royalty expenses. ### Research and Development Expenses R&D expenses consist of salaries, benefits and other related costs, including stock-based compensation, for personnel serving in our research and development functions. R&D expenses also include other internal operating expenses, the cost of manufacturing product candidates, including the medical devices for drug delivery, for clinical study, the cost of conducting clinical studies, and the cost of conducting pre-clinical and research activities. In addition, R&D expenses include payments to third parties for the license rights to products in development (prior to marketing approval), and may include the cost of asset acquisitions. Our R&D expenses related to manufacturing our product candidates and medical devices for clinical study are primarily related to activities at CMOs that manufacture our product candidates and early-stage research activities. Our R&D expenses related to clinical trials are primarily related to activities at contract research organizations (CROs) that conduct and manage clinical trials on our behalf. These contracts with CROs set forth the scope of work to be completed at a fixed fee or billed at a per-unit cost, and increase proportionally to the volume of services rendered. Payments under these contracts with CROs primarily depend on performance criteria such as the successful enrollment of patients or the completion of clinical trial milestones as well as time-based fees. Expenses are accrued based on contracted amounts applied to the level of patient enrollment and to activity according to the clinical trial protocol. Deposits for goods or services that will be used or rendered for future research and development activities are deferred and capitalized. Such amounts are then recognized as an expense as the related goods are delivered or the services are performed. ### Selling, General and Administrative (SG&A) Expenses SG&A expenses consist of salaries, benefits and other related costs, including stock-based compensation, for our non-employee directors and personnel serving in our executive, finance and accounting, legal and compliance, commercial and pre-commercial, corporate development, field sales, information technology and human resource functions. SG&A expenses also include professional fees for legal services, advertising costs, consulting services, including commercial activities, insurance, board of director fees, tax and accounting services. ### Amortization of Intangible Assets Upon regulatory approval of each of ARIKAYCE and BRINSUPRI, the related intangible assets began to be amortized over their estimated useful lives. The fair values assigned to our intangible assets are based on estimates and assumptions we believe are reasonable based on available facts and circumstances. Unanticipated events or circumstances may occur that require us to review the assets for impairment. ### Change in Fair Value of Contingent Consideration In connection with the Business Acquisition, we recorded contingent consideration liabilities related to potential future milestone payments. Adjustments to the fair value are due to changes in the probability of achieving milestones, our stock price, or certain other estimated assumptions. The change in fair value of contingent consideration is calculated quarterly with gains and losses recorded in the consolidated statements of comprehensive loss. ### Investment Income and Interest Expense Investment income consists of interest and dividend income earned on our cash and cash equivalents and marketable securities. Interest expense consists primarily of contractual interest costs, Royalty Financing Agreement non-cash interest expense and the amortization of debt issuance costs. Debt issuance costs are amortized to interest expense using the effective interest rate method over the term of the debt. Our consolidated balance sheets reflect debt, net of the debt issuance costs paid to the lender, and other third-party costs. ### RESULTS OF OPERATIONS ### Comparison of the Three Months Ended June 30, 2026 and 2025 ### Product Revenues, Net Product revenues, net, consists of net sales of ARIKAYCE and BRINSUPRI. The following table summarizes revenue by product and geography for the three months ended June 30, 2026 and 2025 (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | ARIKAYCE | | | | | | US | $70,186 | $68,683 | $1,503 | 2% | | International | 46,130 | 38,732 | 7,398 | 19% | | Total | $116,316 | $107,415 | $8,901 | 8% | | BRINSUPRI | | | | | | US | $308,555 | — | $308,555 | NA | | International | 615 | — | 615 | NA | | Total | $309,170 | — | $309,170 | NA | | Total | | | | | | US | $378,741 | $68,683 | $310,058 | 451% | | International | 46,745 | 38,732 | 8,013 | 21% | | Total product revenues, net | $425,486 | $107,415 | $318,071 | 296% | Product revenues, net, for the three months ended June 30, 2026 were $425.5 million as compared to $107.4 million for the same period in 2025, an increase of $318.1 million, or 296%. This increase was a result of $308.6 million of US commercial sales of BRINSUPRI following approval in August 2025 and an $8.9 million growth in sales of ARIKAYCE, primarily driven by growth in international sales. In the first quarter of 2026, we began recognizing international BRINSUPRI revenue related to EAPs in Europe, consisting of sales to the French National Agency for Medicines and Health Products Safety, which has granted BRINSUPRI a Compassionate Access Authorisation (Autorisation d'accès compassionnel or AAC) and sales through the NPP in other countries. ### Cost of Product Revenues (excluding amortization of intangible assets) Cost of product revenues (excluding amortization of intangible assets) for the three months ended June 30, 2026 and 2025 were as follows (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Cost of product revenues (excluding amortization of intangible assets) | $67,212 | $28,075 | $39,137 | 139% | | Cost of product revenues, as % of revenues | 15.8% | 26.1% | | | Cost of product revenues (excluding amortization of intangible assets) were $67.2 million for the three months ended June 30, 2026 as compared to $28.1 million for the same period in 2025, an increase of $39.1 million, or 139%. This increase was primarily attributable to the increase in total product revenues discussed above. Cost of product revenues as a percent of revenues decreased in the current period due to sales of BRINSUPRI, which has lower manufacturing costs than ARIKAYCE. All product costs for BRINSUPRI incurred prior to FDA approval on August 12, 2025 were expensed as R&D expenses. We expect this to benefit our cost of product revenues (excluding amortization of intangible assets) in 2026 and beyond as we sell through inventory that was expensed prior to FDA approval of BRINSUPRI. ### R&D Expenses R&D expenses for the three months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | External Expenses | | | | | | Clinical development and research | $55,897 | $41,251 | $14,646 | 36% | | Manufacturing | 37,841 | 41,608 | (3,767) | (9)% | | Regulatory, quality assurance, and medical affairs | 14,090 | 10,798 | 3,292 | 30% | | Subtotal—external expenses | $107,828 | $93,657 | $14,171 | 15% | | Internal Expenses | | | | | | Compensation and benefit-related expenses | $69,080 | $56,389 | $12,691 | 23% | | Stock-based compensation | 20,292 | 15,970 | 4,322 | 27% | | Other internal operating expenses | 12,834 | 11,174 | 1,660 | 15% | | Subtotal—internal expenses | $102,206 | $83,533 | $18,673 | 22% | | Total R&D expenses | $210,034 | $177,190 | $32,844 | 19% | R&D expenses were $210.0 million for the three months ended June 30, 2026 as compared to $177.2 million for the same period in 2025, an increase of $32.8 million, or 19%. This increase was primarily due to a $17.0 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount, and a $14.6 million increase in clinical development and research costs primarily related to TPIP. External R&D expenses by product for the three months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | TPIP external R&D expenses | $38,935 | $20,649 | $18,286 | 89% | | Brensocatib external R&D expenses | 13,829 | 33,560 | (19,731) | (59)% | | ARIKAYCE external R&D expenses | 6,228 | 11,003 | (4,775) | (43)% | | Other external R&D expenses | 48,836 | 28,445 | 20,391 | 72% | | Total external R&D expenses | $107,828 | $93,657 | $14,171 | 15% | ### SG&A Expenses SG&A expenses for the three months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Three Months Ended June 30, 2026 | Three Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Compensation and benefit-related expenses | $70,520 | $51,320 | $19,200 | 37% | | Stock-based compensation | 20,962 | 27,006 | (6,044) | (22)% | | Professional fees and other external expenses | 133,267 | 56,805 | 76,462 | 135% | | Facility related and other internal expenses | 22,718 | 19,632 | 3,086 | 16% | | Total SG&A expenses | $247,467 | $154,763 | $92,704 | 60% | SG&A expenses were $247.5 million for the three months ended June 30, 2026 as compared to $154.8 million for the same period in 2025, an increase of $92.7 million, or 60%. This increase was primarily due to a $76.5 million increase in professional fees and other external expenses and a $19.2 million increase in compensation and benefit-related expenses due to an increase in headcount, both driven by commercial activities for BRINSUPRI. ### Amortization of Intangible Assets Amortization of intangible assets was $2.1 million for the three months ended June 30, 2026 as compared to $1.3 million for the same period in 2025, an increase of $0.8 million. This increase was due to amortization of the AstraZeneca milestones achieved upon FDA and EC approvals of BRINSUPRI in August 2025 and November 2025, respectively. ### Change in Fair Value of Contingent Consideration The change in fair value of contingent consideration for the three months ended June 30, 2026 was $99.8 million and was primarily due to the decrease in our share price and to a lesser extent, the change in probabilities of success. Contingent consideration is the potential future consideration to be paid to former equityholders of the businesses we acquired. ### Investment Income Investment income was $11.0 million for the three months ended June 30, 2026 as compared to $13.2 million for the same period in 2025, a decrease of $2.2 million, or 17%. This decrease was due to lower average cash and marketable securities balances and lower interest rates in 2026 relative to the same period in 2025. ### Interest Expense Interest expense for the three months ended June 30, 2026 was $20.3 million as compared to $21.2 million for the same period in 2025, a decrease of $1.0 million, or 5%. This decrease was primarily due to the redemption of the Company's outstanding 0.75% Convertible Senior Notes due 2028 in the second quarter of 2025. See Note 10 - Debt and Note 11 - Royalty Financing Agreement in this Quarterly Report on Form 10-Q for further details. ### RESULTS OF OPERATIONS ### Comparison of the Six Months Ended June 30, 2026 and 2025 ### Product Revenues, Net Product revenues, net, consists of net sales of ARIKAYCE and BRINSUPRI. The following table summarizes revenue by product and geography for the six months ended June 30, 2026 and 2025 (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | ARIKAYCE | | | | | | US | $133,070 | $132,958 | $112 | <1% | | International | 81,356 | 67,280 | 14,076 | 21% | | Total | $214,426 | $200,238 | $14,188 | 7% | | BRINSUPRI | | | | | | US | $515,737 | — | $515,737 | NA | | International | 1,287 | — | 1,287 | NA | | Total | $517,024 | — | $517,024 | NA | | Total | | | | | | US | $648,807 | $132,958 | $515,849 | 388% | | International | 82,643 | 67,280 | 15,363 | 23% | | Total product revenues, net | $731,450 | $200,238 | $531,212 | 265% | Product revenues, net, for the six months ended June 30, 2026 were $731.5 million as compared to $200.2 million for the same period in 2025, an increase of $531.2 million, or 265%. This increase was a result of $515.7 million of US commercial sales of BRINSUPRI following approval in August 2025 and a $14.2 million growth in sales of ARIKAYCE, primarily driven by growth in international sales. ### Cost of Product Revenues (excluding amortization of intangible assets) Cost of product revenues (excluding amortization of intangible assets) for the six months ended June 30, 2026 and 2025 were as follows (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Cost of product revenues (excluding amortization of intangible assets) | $114,632 | $49,353 | $65,279 | 132% | | Cost of product revenues, as % of revenues | 15.7% | 24.6% | | | Cost of product revenues (excluding amortization of intangible assets) were $114.6 million for the six months ended June 30, 2026 as compared to $49.4 million for the same period in 2025, an increase of $65.3 million, or 132%. This increase was primarily attributable to the increase in total product revenues discussed above. Cost of product revenues as a percent of revenues decreased in the current period due to sales of BRINSUPRI, which has lower manufacturing costs than ARIKAYCE. ### R&D Expenses R&D expenses for the six months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | External Expenses | | | | | | Clinical development and research | $103,853 | $81,788 | $22,065 | 27% | | Manufacturing | 75,977 | 63,417 | 12,560 | 20% | | Regulatory, quality assurance, and medical affairs | 25,123 | 18,470 | 6,653 | 36% | | Subtotal—external expenses | $204,953 | $163,675 | $41,278 | 25% | | Internal Expenses | | | | | | Compensation and benefit-related expenses | $141,220 | $109,947 | $31,273 | 28% | | Stock-based compensation | 44,286 | 33,350 | 10,936 | 33% | | Other internal operating expenses | 29,060 | 22,795 | 6,265 | 27% | | Subtotal—internal expenses | $214,566 | $166,092 | $48,474 | 29% | | Total R&D expenses | $419,519 | $329,767 | $89,752 | 27% | R&D expenses were $419.5 million for the six months ended June 30, 2026 as compared to $329.8 million for the same period in 2025, an increase of $89.8 million, or 27%. This increase was primarily due to a $42.2 million increase in compensation and benefit-related expenses and stock-based compensation costs due to an increase in headcount, and a $22.1 million increase in clinical development and research costs and a $12.6 million increase in manufacturing costs, both primarily related to TPIP. External R&D expenses by product for the six months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | TPIP external R&D expenses | $76,276 | $29,802 | $46,474 | 156% | | Brensocatib external R&D expenses | 32,313 | 54,221 | (21,908) | (40)% | | ARIKAYCE external R&D expenses | 14,850 | 23,124 | (8,274) | (36)% | | Other external R&D expenses | 81,514 | 56,528 | 24,986 | 44% | | Total external R&D expenses | $204,953 | $163,675 | $41,278 | 25% | ### SG&A Expenses SG&A expenses for the six months ended June 30, 2026 and 2025 were comprised of the following (in thousands): | Line item | Six Months Ended June 30, 2026 | Six Months Ended June 30, 2025 | Increase (decrease) / $ | Increase (decrease) / % | | --- | --- | --- | --- | --- | | Compensation and benefit-related expenses | $145,313 | $106,156 | $39,157 | 37% | | Stock-based compensation | 42,722 | 48,888 | (6,166) | (13)% | | Professional fees and other external expenses | 258,231 | 107,366 | 150,865 | 141% | | Facility related and other internal expenses | 48,460 | 39,898 | 8,562 | 21% | | Total SG&A expenses | $494,726 | $302,308 | $192,418 | 64% | SG&A expenses were $494.7 million for the six months ended June 30, 2026 as compared to $302.3 million for the same period in 2025, an increase of $192.4 million, or 64%. This increase was primarily due to a $150.9 million increase in professional fees and other external expenses and a $39.2 million increase in compensation and benefit-related expenses due to an increase in headcount, both driven by commercial activities for BRINSUPRI. ### Amortization of Intangible Assets Amortization of intangible assets was $4.2 million for the six months ended June 30, 2026 as compared to $2.5 million for the same period in 2025, an increase of $1.6 million. This increase was due to amortization of the AstraZeneca milestones achieved upon FDA and EC approvals of BRINSUPRI in August 2025 and November 2025, respectively. ### Change in Fair Value of Contingent Consideration The change in fair value of contingent consideration for the six months ended June 30, 2026 was $146.7 million and was primarily due to the decrease in our share price and to a lesser extent, the change in probabilities of success, partially offset by an increase in the obligation associated with the reauthorization of the PRV program. ### Investment Income Investment income was $23.0 million for the six months ended June 30, 2026 as compared to $27.1 million for the same period in 2025, a decrease of $4.1 million, or 15%. This decrease was due to lower average cash and marketable securities balances and lower interest rates in 2026 relative to the same period in 2025. ### Interest Expense Interest expense for the six months ended June 30, 2026 was $40.4 million as compared to $42.8 million for the same period in 2025, a decrease of $2.5 million, or 6%. This decrease was primarily due to the redemption of the Company's outstanding 0.75% Convertible Senior Notes due 2028 in the second quarter of 2025. See Note 10 - Debt and Note 11 - Royalty Financing Agreement in this Quarterly Report on Form 10-Q for further details. ### LIQUIDITY AND CAPITAL RESOURCES ### Overview There is considerable time and cost associated with developing potential pharmaceutical products to the point of regulatory approval and commercialization. We commenced commercial shipments of ARIKAYCE in October 2018 and BRINSUPRI in August 2025. We expect to continue to incur consolidated operating losses, including losses at our US and certain international entities, as we plan to fund R&D for ARIKAYCE, TPIP, INS1148, INS1201, INS1202, and our other pipeline programs, continue commercialization and regulatory activities for ARIKAYCE and BRINSUPRI, and engage in other general and administrative activities. In June 2025, we completed an underwritten offering of 8,984,375 shares of our common stock at a public offering price of $96.00 per share. 1,171,875 of the shares of common stock were issued pursuant to the exercise in full of the underwriters' option to purchase additional shares. Our net proceeds from the sale of the shares, after deducting the underwriting discounts and offering expenses of $39.2 million, were $823.3 million. Based on our current operating plan, we anticipate that our cash and cash equivalents and marketable securities as of June 30, 2026 will enable us to fund our operations. While we believe we currently have sufficient funds to meet our financial needs for at least the next 12 months, we may raise additional capital to fund future development of our product candidates, and to develop, acquire, in-license or co-promote other products or product candidates, including those that address serious diseases with significant unmet need. Our cash requirements for the next 12 months will be impacted by a number of factors, the most significant of which we expect to be expenses related to our commercialization efforts for ARIKAYCE and BRINSUPRI and development costs for our clinical-stage assets and, to a lesser extent, our pre-clinical research programs. ### Cash Flows As of June 30, 2026, we had cash and cash equivalents of $544.8 million, as compared to $510.4 million as of December 31, 2025. In addition, as of June 30, 2026, we had marketable securities of $615.5 million, as compared to $919.6 million as of December 31, 2025. The net decrease in cash and cash equivalents and marketable securities was primarily due to the cash used in operating activities and the $15.0 million milestone payment to AstraZeneca following EC approval of BRINSUPRI, partially offset by proceeds from the exercise of stock options. Our working capital was $1.2 billion and $1.3 billion as of June 30, 2026 and December 31, 2025, respectively. Net cash used in operating activities was $311.6 million and $467.7 million for the six months ended June 30, 2026 and 2025, respectively. The net cash used in operating activities during the six months ended June 30, 2026 and 2025 was primarily driven by commercial, clinical, and manufacturing activities related to ARIKAYCE, commercial and commercial readiness activities for BRINSUPRI, as well as other SG&A expenses, and clinical trial expenses related to brensocatib and TPIP. The decrease in cash used in operating activities for the six months ended June 30, 2026 as compared to the same period in 2025 was primarily due to the decrease in net loss, excluding the adjustments to reconcile net loss to net cash used in operating activities. Net cash provided by investing activities was $290.0 million and $308.2 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, net cash provided by investing activities consisted primarily of maturities of marketable securities, partially offset by purchases of marketable securities and the $15.0 million milestone payment to AstraZeneca following EC approval of BRINSUPRI. During the six months ended June 30, 2025, net cash provided by investing activities consisted primarily of maturities of marketable securities, partially offset by purchases of marketable securities. Net cash provided by financing activities was $56.7 million and $886.8 million for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, net cash provided by financing activities consisted primarily of proceeds from the exercise of stock options and ESPP. During the six months ended June 30, 2025, net cash provided by financing activities consisted primarily of net proceeds from the issuance of common stock and proceeds from the exercise of stock options and ESPP. ### Contractual Obligations There were no material changes outside of the ordinary course of business in our contractual obligations during the six months ended June 30, 2026 from those disclosed in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Contractual Obligations” in our [Annual Report on Form 10-K for the year ended December 31, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm)5. ### Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. We do not have any interest in special purpose entities, structured finance entities or other variable interest entities. ### CRITICAL ACCOUNTING ESTIMATES There have been no material changes to our critical accounting policies and estimates as disclosed in our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm). For the required interim disclosure updates related to our accounting policies and estimates, see Note 2 - Summary of Significant Accounting Policies in this Quarterly Report on Form 10-Q. ## ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of June 30, 2026, our cash and cash equivalents were in cash accounts and money market funds. Our investments in money market funds are not insured by the federal government. As of June 30, 2026, we had $615.5 million in marketable securities. As of June 30, 2026, we had our $500.0 million Term Loans outstanding. The Term Loans accrue interest quarterly at a fixed rate of 9.6% per annum. If a 10% change in interest rates had occurred on June 30, 2026, it would not have had a material effect on the fair value of our debt as of that date, nor would it have a material effect on our future earnings or cash flows. The majority of our business is conducted in US dollars. However, we do conduct certain transactions in other currencies, including Euros, British Pounds, Swiss Francs and Japanese Yen. Historically, fluctuations in foreign currency exchange rates have not materially affected our results of operations. During the six months ended June 30, 2026 and 2025, our results of operations were not materially affected by fluctuations in foreign currency exchange rates. ## Item 3Q. Quantitative and Qualitative Disclosures about Market Risk ### ITEM 3.                                                QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK As of June 30, 2026, our cash and cash equivalents were in cash accounts and money market funds. Our investments in money market funds are not insured by the federal government. As of June 30, 2026, we had $615.5 million in marketable securities. As of June 30, 2026, we had our $500.0 million Term Loans outstanding. The Term Loans accrue interest quarterly at a fixed rate of 9.6% per annum. If a 10% change in interest rates had occurred on June 30, 2026, it would not have had a material effect on the fair value of our debt as of that date, nor would it have a material effect on our future earnings or cash flows. The majority of our business is conducted in US dollars. However, we do conduct certain transactions in other currencies, including Euros, British Pounds, Swiss Francs and Japanese Yen. Historically, fluctuations in foreign currency exchange rates have not materially affected our results of operations. During the six months ended June 30, 2026 and 2025, our results of operations were not materially affected by fluctuations in foreign currency exchange rates. ## ITEM 4. CONTROLS AND PROCEDURES ### Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation as of June 30, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level. ### Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ### PART II. OTHER INFORMATION ## Item 4C. Controls and Procedures ### ITEM 4.                                                CONTROLS AND PROCEDURES ### Evaluation of Disclosure Controls and Procedures Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit with the SEC is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and to ensure that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation as of June 30, 2026, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level. ### Changes in Internal Control Over Financial Reporting There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ### PART II. OTHER INFORMATION ## ITEM 1. LEGAL PROCEEDINGS From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows. ## ITEM 1A. RISK FACTORS Our business is subject to substantial risks and uncertainties. You should carefully consider the information contained in this Quarterly Report on Form 10-Q, the risks and uncertainties below, and the risk factors and other information contained in our other public filings in evaluating our business, including our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm), which was filed with the SEC on February 19, 2026. Any of the risks and uncertainties described herein and in our other filings with the SEC, either alone or taken together, could materially and adversely affect our business, financial condition, results of operations, prospects for growth, and the value of an investment in our common stock. In addition, these risks and uncertainties could cause actual results to differ materially from those expressed or implied by forward-looking statements contained in this Form 10-Q (please read "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q). ## Item 1L. Legal Proceedings ### ITEM 1. LEGAL PROCEEDINGS From time to time, we are party to various lawsuits, claims and other legal proceedings that arise in the ordinary course of our business. While the outcomes of these matters are uncertain, management does not expect that the ultimate costs to resolve these matters will have a material adverse effect on our consolidated financial position, results of operations or cash flows. ### ITEM 1A. RISK FACTORS Our business is subject to substantial risks and uncertainties. You should carefully consider the information contained in this Quarterly Report on Form 10-Q, the risks and uncertainties below, and the risk factors and other information contained in our other public filings in evaluating our business, including our [Annual Report on Form 10-K for the year ended December 31, 2025](https://www.sec.gov/ix?doc=/Archives/edgar/data/0001104506/000110450626000009/insm-20251231.htm), which was filed with the SEC on February 19, 2026. Any of the risks and uncertainties described herein and in our other filings with the SEC, either alone or taken together, could materially and adversely affect our business, financial condition, results of operations, prospects for growth, and the value of an investment in our common stock. In addition, these risks and uncertainties could cause actual results to differ materially from those expressed or implied by forward-looking statements contained in this Form 10-Q (please read "Cautionary Note Regarding Forward-Looking Statements" in this Quarterly Report on Form 10-Q). ## ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ## Item 2U. Unregistered Sales of Equity Securities and Use of Proceeds ### ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS None. ## ITEM 5. OTHER INFORMATION ### Rule 10b5-1 Trading Plans Our policy governing transactions in our securities by our directors, officers and employees permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. The following table describes the written plans for the sale of our securities adopted, modified or terminated by our officers and directors (each as defined in Rule 16a-1(f) of the Exchange Act) during the second quarter of 2026, each of which was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a Trading Plan). | Name and Title | Date of Adoption of Trading Plan | Scheduled Start Date of Trading Plan | Scheduled Expiration Date of Trading Plan (1) | Maximum Shares Subject to Trading Plan | Date Plan Terminated | | --- | --- | --- | --- | --- | --- | | S. Nicole SchaefferChief People Strategy Officer | 05/11/2026 | 08/31/2026 | 12/01/2026 | 101,100 | NA | (1) A Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan. In addition, during the period covered by this Quarterly Report on Form 10-Q, one of our officers, Samuele Butera, our SVP, General Manager, Global Respiratory, entered into a grant agreement relating to RSUs that included a “sell-to-cover” arrangement constituting a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K), requiring the pre-arranged sale of shares upon vesting to satisfy tax withholding obligations arising solely from such vesting of the RSUs and the related issuance of shares. The amount of shares to be sold to satisfy the tax withholding obligations under this arrangement is dependent on the trading price of the Company’s common stock at the time of the vesting of the RSUs. The duration of this arrangement is until the final vesting date of the RSUs or the earlier forfeiture of unvested RSUs as set forth in the grant agreement. ## Item 5O. Other Information ### ITEM 5. OTHER INFORMATION ### Rule 10b5-1 Trading Plans Our policy governing transactions in our securities by our directors, officers and employees permits our directors, officers and employees to enter into trading plans complying with Rule 10b5-1 under the Exchange Act. The following table describes the written plans for the sale of our securities adopted, modified or terminated by our officers and directors (each as defined in Rule 16a-1(f) of the Exchange Act) during the second quarter of 2026, each of which was entered into during an open trading window and is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) (each, a Trading Plan). | Name and Title | Date of Adoption of Trading Plan | Scheduled Start Date of Trading Plan | Scheduled Expiration Date of Trading Plan (1) | Maximum Shares Subject to Trading Plan | Date Plan Terminated | | --- | --- | --- | --- | --- | --- | | S. Nicole SchaefferChief People Strategy Officer | 05/11/2026 | 08/31/2026 | 12/01/2026 | 101,100 | NA | (1) A Trading Plan may expire on an earlier date if all contemplated transactions are completed before such Trading Plan’s expiration date, upon termination by broker or the holder of the Trading Plan, or as otherwise provided in the Trading Plan. In addition, during the period covered by this Quarterly Report on Form 10-Q, one of our officers, Samuele Butera, our SVP, General Manager, Global Respiratory, entered into a grant agreement relating to RSUs that included a “sell-to-cover” arrangement constituting a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408 of Regulation S-K), requiring the pre-arranged sale of shares upon vesting to satisfy tax withholding obligations arising solely from such vesting of the RSUs and the related issuance of shares. The amount of shares to be sold to satisfy the tax withholding obligations under this arrangement is dependent on the trading price of the Company’s common stock at the time of the vesting of the RSUs. The duration of this arrangement is until the final vesting date of the RSUs or the earlier forfeiture of unvested RSUs as set forth in the grant agreement. ## ITEM 6. EXHIBITS Exhibit Index | | | | --- | --- | | 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 (effective as of May 11, 2023) (incorporated by reference from Exhibit 3.1 to Insmed Incorporated’s Current Report on Form 8-K filed on May 11, 2023). | | 10.1* | Form of Award Agreement for Restricted Stock Units issued to directors pursuant to the Insmed Incorporated Amended and Restated 2019 Incentive Plan for awards granted on or after May 11, 2026 (filed herewith). | | 10.2* | Employment Agreement, effective as of June 23, 2026, between Insmed Incorporated and Samuele Butera (filed herewith). | | 31.1 | Certification of William H. Lewis, Chair and Chief Executive Officer (Principal Executive Officer) of Insmed Incorporated, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith). | | 31.2 | Certification of Sara Bonstein, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Insmed Incorporated, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith). | | 32.1 | Certification of William H. Lewis, Chair and Chief Executive Officer (Principal Executive Officer) of Insmed Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith). | | 32.2 | Certification of Sara Bonstein, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Insmed Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith). | | 101 | The following materials from Insmed Incorporated’s quarterly report on Form 10-Q for the quarter ended June 30, 2026 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2026 and 2025, (iii) Consolidated Statements of Shareholders' Equity for the three and six months ended June 30, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, (v) Notes to the Unaudited Consolidated Financial Statements, and (vi) Cover Page. | | 104 | The cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in iXBRL and contained in Exhibit 101. | * Management contract or compensatory plan or arrangement. ### SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INSMED INCORPORATED Date: August 6, 2026 By /s/ Sara Bonstein Sara Bonstein Chief Financial Officer (Principal Financial and Accounting Officer) ## Item 6E. Exhibits ### ITEM 6. EXHIBITS Exhibit Index | | | | --- | --- | | 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 (effective as of May 11, 2023) (incorporated by reference from Exhibit 3.1 to Insmed Incorporated’s Current Report on Form 8-K filed on May 11, 2023). | | 10.1* | Form of Award Agreement for Restricted Stock Units issued to directors pursuant to the Insmed Incorporated Amended and Restated 2019 Incentive Plan for awards granted on or after May 11, 2026 (filed herewith). | | 10.2* | Employment Agreement, effective as of June 23, 2026, between Insmed Incorporated and Samuele Butera (filed herewith). | | 31.1 | Certification of William H. Lewis, Chair and Chief Executive Officer (Principal Executive Officer) of Insmed Incorporated, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith). | | 31.2 | Certification of Sara Bonstein, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Insmed Incorporated, pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002 (filed herewith). | | 32.1 | Certification of William H. Lewis, Chair and Chief Executive Officer (Principal Executive Officer) of Insmed Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith). | | 32.2 | Certification of Sara Bonstein, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) of Insmed Incorporated, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (furnished herewith). | | 101 | The following materials from Insmed Incorporated’s quarterly report on Form 10-Q for the quarter ended June 30, 2026 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of June 30, 2026 and December 31, 2025, (ii) Consolidated Statements of Comprehensive Loss for the three and six months ended June 30, 2026 and 2025, (iii) Consolidated Statements of Shareholders' Equity for the three and six months ended June 30, 2026 and 2025, (iv) Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025, (v) Notes to the Unaudited Consolidated Financial Statements, and (vi) Cover Page. | | 104 | The cover page from the Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, formatted in iXBRL and contained in Exhibit 101. | * Management contract or compensatory plan or arrangement. ### SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. INSMED INCORPORATED Date: August 6, 2026 By /s/ Sara Bonstein Sara Bonstein Chief Financial Officer (Principal Financial and Accounting Officer) --- ## EX-10.1 SEC source: [insm-2026630ex101.htm](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-2026630ex101.htm) Exhibit 10.1 INSMED INCORPORATED RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE AMENDED AND RESTATED 2019 INCENTIVE PLAN FOR MEMBERS OF THE BOARD OF DIRECTORS Grantee Name: [NAME] Number of RSUs: [AMOUNT] Grant Date: [DATE] Pursuant to the Insmed Incorporated Amended and Restated 2019 Incentive Plan (the “Plan”) as amended through the date hereof and this Restricted Stock Unit Award Agreement (this “Agreement”), Insmed Incorporated (the “Company”) hereby grants an award of [AMOUNT] restricted stock units (the “Restricted Stock Units” or the “RSU Award”) to the individual named above (the “Grantee”). Subject to the restrictions and conditions set forth herein and in the Plan, Grantee shall receive the number of Restricted Stock Units specified above. The Company acknowledges the receipt from Grantee of consideration with respect to the par value of the shares of Common Stock subject to the RSU Award in the form of cash, past or future services rendered to the Company by Grantee or such other form of consideration as is acceptable to the Administrator and permitted under the Plan and applicable law. 1.Agreement with Terms. Execution of this Agreement by Grantee or receipt of any benefits under this Agreement by Grantee shall constitute Grantee’s acknowledgement of and agreement with all of the provisions of this Agreement and of the Plan that are applicable to this RSU Award, and the Company shall administer this Agreement accordingly. 2.Restrictions and Conditions on Award. Restricted Stock Units granted herein shall be subject to all the terms, conditions and restrictions set forth herein and in the Plan. 3.Timing and Form of Payout of Restricted Stock Units. As soon as practicable (but in no event later than 30 days) following the Vesting Date (as defined below) or, if earlier, the date the RSU Award vests in accordance with Section 5 or Section 6 of this Agreement, the vested Restricted Stock Units shall be settled in shares of Common Stock (except as may be permitted by Section 14 of the Plan). 4.Vesting of Award. Except as set forth in Sections 5 or 6 of this Agreement, the restrictions and conditions in Section 2 of this Agreement shall lapse with respect to 100% of the RSU Award on the first anniversary of the Grant Date (the “Vesting Date”) so long as (a) Grantee remains a member of the Board until the earlier of (i) such Vesting Date and (ii) the Company’s Annual Shareholder Meeting in the year of such Vesting Date and (b) Grantee attends at least seventy-five percent (75%) of the Board meetings that take place during the period of time commencing from the Grant Date and ending on the first anniversary of the Grant Date. Except as otherwise provided in Sections 5 and 6 of this Agreement, Grantee shall forfeit any unvested portion of the RSU Award if either the following shall occur: (i) in the event Grantee’s service as a member of the Board is terminated for any reason prior to the Vesting Date; or (ii) in the event that Grantee fails to attend at least seventy-five percent (75%) of the Board meetings that take place during the period of time commencing from the Grant Date and ending on the first anniversary of the Grant Date. Notwithstanding anything to the contrary herein or in the Plan, the Administrator may at any time accelerate the vesting schedule specified in this Section 4. 5.Change in Control. In the event of a Change in Control of the Company, the unvested portion of the RSU Award, to the extent not previously forfeited or cancelled, shall immediately vest as of the date of such Change in Control. 6.Termination of Service. Except as otherwise provided herein, any unvested portion of the RSU Award shall be forfeited without payment of consideration upon the termination of Grantee’s service with the Company or its Affiliates for any reason, except as otherwise provided in this Section 6. Notwithstanding the foregoing, upon Grantee’s death (while an active member of the Board) or upon the termination of Grantee’s service due to Disability (as defined below), the RSU Award to the extent not previously forfeited or cancelled, shall immediately vest as of the date of Grantee’s death or Disability. For purposes of this Agreement, Grantee will be considered “Disabled” if, as a result of Grantee’s incapacity due to physical or mental illness, Grantee shall have been absent from his duties to the Company or its Affiliates on a full-time basis for 180 calendar days in the aggregate in any 12-month period. 7.Voting Rights and Dividends. If and until such time as Restricted Stock Units are paid out in shares of Common Stock (if at all), Grantee shall not have any voting rights with respect to any shares of Common Stock underlying this RSU Award (“Underlying Shares”). However, bookkeeping equivalents of all dividends and other distributions paid with respect to the Common Stock shall accrue with respect to the Underlying Shares and shall be converted to additional Restricted Stock Units (rounded to the nearest whole share of Common Stock) based on the closing price of the Common Stock on the dividend distribution date. Such additional Restricted Stock Units shall be subject to the same restrictions on transferability as are the Restricted Stock Units with respect to which they were paid. 8.Adjustments Upon Certain Unusual or Nonrecurring Events or Other Events. Upon certain unusual or nonrecurring events, or other events, the terms of these Restricted Stock Units shall be adjusted by the Administrator pursuant to Section 14 of the Plan. 9.Incorporation of Plan. Notwithstanding anything herein to the contrary, this RSU Award and this Agreement shall be subject to and governed by all the terms and conditions of the Plan. To the extent any provision hereof is inconsistent with a provision of the Plan, the provisions of the Plan will govern. Capitalized terms in this Agreement shall have the meaning specified in the Plan, unless a different meaning is specified herein. 10.Taxes. Grantee is ultimately liable and responsible for all taxes owed by Grantee in connection with this RSU Award. The Company makes no representation or undertaking regarding the tax treatment of the grant, vesting, or settlement of this RSU Award or the subsequent sale of any of the Underlying Shares. The Company does not commit and is under no obligation to structure this RSU Award to reduce or eliminate Grantee’s tax liability. 11.Section 409A of the Code. This RSU Award is intended to comply with the requirements of Section 409A of the Code or an exemption thereto, and this Agreement shall be interpreted in a manner consistent with this intent in order to avoid the imposition of any additional tax, interest or penalties under Section 409A of the Code. Notwithstanding anything to the contrary in this Agreement, in no event shall any delivery of shares of Common Stock or other payment pursuant to this RSU Award occur after the short-term deferral period described in Treas. Reg. § 1.409A-1(b)(4). In no event shall the Company be liable for any additional tax, interest or penalties that may be imposed on Grantee pursuant to Section 409A of the Code or any damages for failing to comply with Section 409A of the Code or an exemption thereto. 12.No Right to Re-Election or Continued Service. Nothing in the Plan or this Agreement shall interfere with or limit in any way the right of the Company, its Subsidiaries and/or its Affiliates to terminate Grantee’s service on the Board at any time or for any reason in accordance with the Company’s Bylaws and governing law, nor shall any terms of the Plan or this Agreement confer upon Grantee any right to continue his or her service for any specified period of time. Neither this Agreement nor any benefits arising under the Plan or this Agreement shall constitute an employment contract with the Company, any Subsidiary and/or its Affiliates. 13.Notices. Any notice or other communication given pursuant to this Agreement shall be in writing and shall be personally delivered or mailed by United States registered or certified mail, postage prepaid, return receipt requested, to the Company at its principal place of business or to Grantee at the address on the Company’s records or, in either case, at such other address as one party may subsequently furnish to the other party in writing. Additionally, if such notice or communication is by the Company to Grantee, the Company may provide such notice electronically (including via email). Any such notice shall be deemed to have been given (a) on the date of postmark, in the case of notice by mail, or (b) on the date of delivery, if delivered in person or electronically. INSMED INCORPORATED By: Name: Title: The foregoing Agreement is hereby accepted and the terms and conditions thereof hereby agreed to by the undersigned. Dated: By: ___________________________________ [NAME] --- ## EX-10.2 SEC source: [insm-20260630ex102.htm](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex102.htm) Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is effective on the Commencement Date (as defined below), by and between Insmed Incorporated, a Virginia corporation (“Insmed”), and Samuele Butera (hereinafter, the “Executive” and, collectively with Insmed, “the “Parties.”). WITNESSETH: WHEREAS, Insmed desires to employ the Executive and the Executive desires to be employed by Insmed on the terms herein described. NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are mutually acknowledged, the Parties hereby agree as follows: 1.Definitions. When used in this Agreement, the following terms shall have the following meanings: (a)“Accrued Obligations” means: (i)all accrued but unpaid Base Salary through the end of the Term of Employment; (ii)any unpaid or unreimbursed necessary and reasonable business expenses incurred in accordance with Insmed policy, including amounts due under Section 5(a) hereof, to the extent incurred during the Term of Employment; and (iii)any accrued but unpaid benefits provided under Insmed’s employee benefit plans, subject to and in accordance with the terms of those plans. (b)“Affiliate” means any entity in which Insmed has a substantial direct or indirect equity interest. (c)“Base Salary” means the salary provided for in Section 4(a) hereof or any increased salary granted to Executive pursuant to Section 4(b) hereof. (d)“Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended. (e)“Board” means the Board of Directors of Insmed. (f)“Bonus” means any bonus payable to the Executive pursuant to Section 4(c) hereof. (g)“Cause,” as it relates to the termination of employment, means: (i)a crime involving moral turpitude or a felony; 1 (ii)conduct by the Executive that has an adverse impact to Insmed or any Affiliate or employee; (iii)failure to adequately perform job duties or refusal to do so; (iv)fraud, embezzlement, theft, destruction, or dishonesty by the Executive against Insmed or any Affiliate or employee, or a violation by the Executive of a policy or procedure of Insmed or any Affiliate that has a material adverse impact to Insmed or any Affiliate or employee; (v)a material breach by the Executive of this Agreement and failure by the Executive to remedy the material breach within 30 days after receipt of written notice of same from the Board or his management; (vi)intoxication at work or use of narcotics or alcohol to an extent that materially impairs the Executive’s performance of their job duties; or (vii) job abandonment. (h)“Change in Control” means: (i)The acquisition by any Person of Beneficial Ownership of at least 50% of either: (A) the value of the then outstanding shares of common stock of Insmed (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then outstanding voting securities of Insmed entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”) (the foregoing Beneficial Ownership hereinafter being referred to as a “Controlling Interest”); provided, however, that for purposes of this definition, the following acquisitions shall not constitute or result in a Change of Control: (v) any acquisition directly from Insmed; (w) any acquisition by Insmed; (x) any acquisition by any Person that as of the Commencement Date owns Beneficial Ownership of a Controlling Interest; (y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by Insmed or any subsidiary of Insmed; or (z) any acquisition by any corporation pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii) below; or (ii)During any period of two consecutive years (not including any period prior to the Commencement Date) individuals who constitute the Board on the Commencement Date (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Commencement Date whose election, or nomination for election by Insmed’s shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or 2 (iii)Consummation of a reorganization, merger, statutory share exchange or consolidation or similar corporate transaction involving Insmed or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of Insmed, or the acquisition of assets or stock of another entity by Insmed or any of its subsidiaries (each a “Business Combination”), in each case, unless, following such Business Combination, (A) all or substantially all of the Persons who were the Beneficial Owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns Insmed or all or substantially all of Insmed’s assets either directly or through one or more subsidiaries) (such resulting or acquiring corporation is referred to herein as the “Acquiring Corporation”) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding the Acquiring Corporation or any employee benefit plan (or related trust) of Insmed or such Acquiring Corporation) beneficially owns, directly or indirectly, more than 50% of the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination, and (C) at least a majority of the members of the Board of Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (iv)approval by the shareholders of Insmed of a complete liquidation or dissolution of Insmed. Notwithstanding the foregoing, no event or transaction will constitute a Change in Control hereunder unless it also constitutes a “change in control event” under Section 409A of the Code. (i)“COBRA” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended from time to time. (j)“Code” means the Internal Revenue Code of 1986, as amended. (k)“Commencement Date” shall be the date on which Executive commences employment with Insmed, which will be on June 23, 2026. (l)“Competitive Activity” shall be as defined in Exhibit C, Insmed Restrictive Covenant Agreement. (m)“Disability” means the Executive’s inability, or failure, to perform the essential functions of his position, with or without reasonable accommodation, for any period of six months or more in any 12-month period, by reason of any medically determinable physical, 3 emotional, or mental impairment provided that Insmed shall grant additional unpaid leave to the extent required by law. (n)“Equity Awards” means any stock options, restricted stock, restricted stock units, stock appreciation rights, phantom stock or other equity-based awards granted by Insmed to the Executive and consistent with the terms and conditions of Insmed’s equity award agreements and incentive plans applicable to such awards. (o) “Excise Tax” means any excise tax imposed by Section 4999 of the Code, together with any interest and penalties imposed with respect thereto, or any interest or penalties that are incurred by the Executive with respect to any such excise tax. (p)“Good Reason” means the occurrence of any of the following: (i) a material diminution in the Executive’s base compensation; (ii) a material diminution in the Executive’s authority, duties, or responsibilities; (iii) Insmed’s or any Affiliate’s requiring the Executive to be based at any office or location outside of 50 miles from the location of employment or service as of the Commencement Date, except for travel reasonably required in the performance of the Executive’s responsibilities; or (iv) any other action or inaction that constitutes a material breach by Insmed of this Agreement. For purposes of this Agreement, Good Reason shall not be deemed to exist unless the Executive’s termination of employment for Good Reason occurs within six months following the initial existence of one of the conditions specified in clauses (i) through (v) above, the Executive provides Insmed with written notice of the existence of such condition within 90 days after the initial existence of the condition, and Insmed fails to remedy the condition within 30 days after its receipt of such notice. (q)“Group” shall have the meaning ascribed to such term in Section 13(d) of the Securities Exchange Act of 1934. (r)“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Securities Exchange Act of 1934 and used in Sections 13(d) and 14(d) thereof. (s)“Pro-Rata Bonus” means the Bonus based on actual corporate performance outcomes (75% of overall bonus) and 100% of personal performance at target (25% of overall bonus) for that year that (but for the cessation of the Executive’s employment) would otherwise have been payable to the Executive for the fiscal year in which the Termination Date occurs, multiplied by the following fraction: (i) the number of days that the Executive was employed by Insmed during that fiscal year, divided by (ii) 365. For this purpose, the Bonus that would otherwise have been payable to the Executive shall be determined in good faith and in the same manner applicable to active named executive officers of Insmed. (t)“Severance Amount” shall mean a maximum amount equal to one-half of the Executive’s annual Base Salary, as in effect immediately prior to the Termination Date. (u)“Term of Employment” means the period during which the Executive shall be employed by Insmed pursuant to the terms of this Agreement, which period shall begin on the Commencement Date and continue until terminated in accordance with Section 6 hereof. 4 (v)“Termination Date” means the date on which the Term of Employment ends. 2.Employment. Insmed hereby agrees to employ the Executive and the Executive hereby agrees to serve Insmed during the Term of Employment on the terms and conditions set forth herein. 3.Duties of Executive. During the Term of Employment, the Executive shall be employed and serve as the Senior Vice President, General Manager, Global Respiratory, reporting to William H. Lewis, Chair and Chief Executive Officer. The Executive shall have such duties typically associated with such title, including, without limitation, such duties as described in the job posting for the position. The Executive shall faithfully and diligently perform all services consistent with the position as may be assigned by executive management or the Board in their discretion. The Executive shall devote their full business time, attention, and efforts to the performance of their duties under this Agreement, render such services to the best of their ability, and use their reasonable best efforts to promote the interests of Insmed. The Executive shall not engage in any other business or occupation during the Term of Employment, including, without limitation, any activity that (i) conflicts with the interests of Insmed or its Affiliates, (ii) constitute a Competitive Activity, (iii) interferes with the proper and efficient performance of their duties for Insmed, or (iv) interferes with the exercise of their judgment in Insmed’s best interests. Notwithstanding the foregoing or any other provision of this Agreement, it shall not be a breach or violation of this Agreement for the Executive to (w) serve on up to two outside corporate or scientific advisory boards with prior notice to, and approval by, the Chief Legal Officer or Chief People Strategy Officer, (x) serve on civic or charitable boards or committees, (y) deliver lectures, fulfill speaking engagements or teach at educational institutions, or (z) manage personal investments, so long as such activities do not constitute a Competitive Activity or significantly interfere with or significantly detract from the performance of the Executive’s responsibilities to Insmed in accordance with this Agreement. 4.Compensation. (a)Base Salary. The Executive shall receive a Base Salary at the annual rate of $575,000.00 during the Term of Employment, with such Base Salary payable in installments consistent with Insmed’s normal payroll schedule, subject to applicable withholding and other taxes. (b)Merit. The Base Salary shall be reviewed, at least annually, for merit increases and may be increased at any time or from time to time. (c)Bonus. During the Term of Employment, the Executive shall have a target bonus opportunity equal to 50% of their current Base Salary (the “Target Bonus”). The actual bonus payout, if any, shall be based on the satisfaction of both corporate performance criteria to be established by the Compensation Committee of the Board within the first three months of each fiscal year that begins during the Term of Employment, and individual performance criteria, all in the sole and absolute discretion of Insmed. Except as otherwise 5 provided herein, receipt of the Target Bonus will be subject to the Executive’s continued employment through the date earned on the applicable payment date. (d)Long Term Incentive (LTI). Commencing in 2026, the Executive shall be eligible to participate in Insmed’s long term incentive compensation plan, program and/or arrangements applicable to senior-level executives, as established and modified from time to time by the Compensation Committee of the Board in its sole discretion, to receive a discretionary annual equity award grant comprised of stock options and/or Restricted Stock Units consistent with and subject to the terms and conditions of Insmed’s incentive plans and equity award agreements, and in Insmed’s sole discretion (“LTI Award”). Insmed reserves the right in its sole and absolute discretion to modify, alter or supersede the terms and conditions of its discretionary LTI Award grants at any time. Except as otherwise provided herein, receipt of the LTI Award will be subject to the Executive’s continued employment through the date of grant, and vesting is subject to continued employment. (e)Proration. The Executive’s Target Bonus payment and merit increase to be awarded in the first quarter of 2027 will not be prorated to the Commencement Date. (f)Sign-On Bonus. In addition, upon the Commencement Date, the Executive will receive a $100,000.00 sign-on bonus to be paid 50% upon the next regularly scheduled payroll following ninety (90) days from the Commencement Date and 50% upon the next regularly scheduled payroll following one hundred eighty (180) days from the Commencement Date. All sign-on bonuses are subject to the appropriate payroll taxes. Should the Executive resign without Good Reason within twelve (12) months of the Commencement Date, the Executive agrees that the full amount of any sign on bonus paid to the Executive shall be immediately due and owing to Insmed. Should the Executive resign without Good Reason within thirteen (13) to eighteen (18) months of the Commencement Date, the Executive agrees that 50% of the sign on bonus paid to the Executive shall be immediately due and owing to Insmed. The Executive further agrees to reimburse Insmed for such bonus amounts within fourteen (14) days of resignation and agrees that Insmed may, without limiting any other rights or remedies it may have, deduct the amount due from any wages or other payments owed to the Executive by Insmed on or after her resignation, to the extent permitted by law. 5.Expense Reimbursement and Other Benefits. (a)Reimbursement of Expenses. Upon the submission of proper substantiation by the Executive, and subject to applicable law and such rules and guidelines as Insmed may from time to time adopt with respect to the reimbursement of expenses of executive personnel, Insmed shall reimburse the Executive for all reasonable and necessary business expenses actually paid or incurred by the Executive during the Term of Employment in the course of and pursuant to the business of Insmed. The Executive shall account to Insmed in writing for all expenses for which reimbursement is sought and shall supply to Insmed copies of all relevant invoices, receipts or other evidence reasonably requested by Insmed. (b)Benefit Programs. During the Term of Employment, the Executive shall be entitled to participate in all employee benefit plans that are in effect and offered by Insmed to 6 its executive personnel, subject to the general eligibility and participation provisions set forth in such plans. Provided, however, that (i) the Executive’s right to participate in such plans will not affect Insmed’s right to amend or terminate any such plan in accordance with the terms of such plan; (ii) the Executive acknowledges that the Executive will have no vested rights under any such plan except as expressly provided under the terms thereof; and (iii) the rights, benefits, and obligations of Insmed and the Executive are subject to and controlled by the terms of such plans. (c)Working Facilities. During the Term of Employment, Insmed shall furnish the Executive with an office, administrative help and such other facilities similar to those provided to similarly situated executives of Insmed. The Executive’s principal place of employment (subject to reasonable travel) shall be Bridgewater, New Jersey. (d)Equity Award. As a material inducement to entering into this Agreement, subject to approval by the Board or a committee thereof, Executive will be granted options to purchase common stock of Insmed (“Stock Options”) equivalent to the Black-Scholes value of $750,000.00 and granted Insmed Restricted Stock Units (“RSUs”) equivalent to the value of $750,000.00. The exact number of Stock Options granted will be determined using a Black-Scholes calculation based upon the closing price of Insmed common stock on June 23, 2026 (the “Grant Date”). The option exercise price will be equal to the closing trading price of Insmed common stock on the Grant Date. In addition, the exact number of RSUs will be determined by dividing the dollar amount for RSUs specified above by the closing price of Insmed common stock on the Grant Date. The Stock Options and RSUs have a four-year vesting schedule, with (i) twenty-five percent (25%) of the Stock Options vesting on the first anniversary of the first of the month following the Grant Date (the “Initial Vesting Date”) and an additional twelve and one-half percent (12.5%) vesting every six months thereafter, and (ii) twenty-five percent (25%) of the RSUs vesting on the Initial Vesting Date and an additional twenty-five percent (25%) vesting on each one-year anniversary thereof, in each case subject to Executive’s continued employment with Insmed on each such vesting date. The Stock Options and RSUs will each be subject to the applicable plan and award documentation for Stock Options and RSUs (“Award Documents”). In the event of any inconsistency between this Agreement and the Award Documents, the plan shall control. For the avoidance of doubt, the provisions in Sections 6(e)(iv), 6(f)(vi) and 6(g)(iii) below shall not be considered an inconsistency for purposes of the preceding sentence. (e)Vacation. The Executive shall be entitled to take vacation time as per Insmed’s Professional Judgment Vacation Policy. This policy provides the Executive the ability, with advanced approval from their manager, to take vacation days as and when appropriate throughout the calendar year. 6.Termination. 7 (a)General. The Term of Employment shall automatically terminate upon the earliest to occur of (i) the Executive’s death, (ii) a termination by Insmed by reason of the Executive’s Disability, (iii) a termination by Insmed with or without Cause, or (iv) a termination by Executive with or without Good Reason. Upon any termination of Executive’s employment for any reason, except as may otherwise be provided for in this Agreement or requested by Insmed in writing and agreed upon in writing by Executive, the Executive shall resign from any and all directorships, committee memberships or any other positions Executive holds with Insmed or any of its Affiliates. (b)Termination by Executive Without Good Reason. The Executive may terminate their employment without Good Reason by providing Insmed no less than 30 days’ written notice of such termination. In the event of a termination of employment by the Executive under this Section 6(b), the Executive shall be entitled only to the Accrued Obligations payable as and when those amounts would have been payable had the Term of Employment not ended. In the event of termination of the Executive’s employment under this Section 6(b), Insmed may, in its sole and absolute discretion, by written notice, accelerate such date of termination and still have it treated as a termination without Good Reason. (c)Termination by Insmed for Cause. Insmed shall at all times have the right, upon written notice to the Executive, to terminate the Term of Employment for Cause. In no event shall a termination of the Executive’s employment for Cause occur unless Insmed gives written notice to the Executive in accordance with this Agreement stating with reasonable specificity the events or actions that constitute Cause and providing the Executive with an opportunity to cure (if curable, as determined by Insmed) within a reasonable period of time, as determined by Insmed. In the event that the Term of Employment is terminated by Insmed for Cause, Executive shall be entitled only to the Accrued Obligations, payable as and when those amounts would have been payable had the Term of Employment not ended. (d)Disability. Insmed shall have the option, in accordance with applicable law, to terminate the Term of Employment upon written notice to the Executive at any time during which the Executive is suffering from a Disability, provided that Insmed shall grant additional unpaid leave to the extent required by law. In the event the Term of Employment is terminated due to the Executive’s Disability, the Executive shall be entitled to the following: (i)the Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii)any earned but unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii)the Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; and (iv)any insurance benefits to which the Executive and their beneficiaries are entitled as a result of his Disability. 8 (e)Death. In the event the Term of Employment is terminated due to the Executive’s death, the Executive’s estate shall be entitled to the following: (i)the Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii)any earned but unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii)the Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv)accelerated vesting, as of the Termination Date, of all time-vested Equity Awards that would have otherwise vested following the Termination Date; and (v)any insurance benefits to which the Executive and their beneficiaries are entitled as a result of their death. (f)Termination Without Cause or Resignation with Good Reason. Insmed may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by Insmed without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following: (i)The Accrued Obligations, payable as and when those amounts would have been paid had the Term of Employment not ended; (ii)Any earned but unpaid Bonus in respect to any completed fiscal year that has ended on or prior to the Termination Date, payable within 2 ½ months following the last day of the month in which the Termination Date occurs; (iii)The Pro-Rata Bonus, payable within 2 ½ months following the end of the fiscal year in which the Termination Date occurs; (iv)The Severance Amount, payable in equal installments consistent with Insmed’s normal payroll schedule over the 6-month period beginning with the first regularly scheduled payroll date that occurs after the later of 30 days following the Termination Date or the effective date of the Release; (v)Provided that the Executive timely elects continued coverage under COBRA, Insmed will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and their qualified beneficiaries paid by the Executive under the health and dental plans of Insmed, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of 9 Insmed, for 6 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (vi)Accelerated vesting, as of the Termination Date, of any time-vested Equity Awards that would have otherwise vested within six months following the Termination Date. (g)Change in Control of Insmed. If the Executive’s employment is terminated by Insmed (or any entity to which the obligations and benefits under this Agreement have been assigned, pursuant to Section 12) without Cause or by the Executive for Good Reason during the one year period immediately following the Change in Control, then the Executive shall be entitled to the same payments, rights and benefits described in Section 6(f), subject to the following enhancements: (i)The Severance Amount will be doubled and will be paid in a lump-sum on the first regularly scheduled payroll date that occurs after the later of 30 days following the Termination Date or the effective date of the Release; (ii)Provided that the Executive timely elects continued coverage under COBRA, Insmed will reimburse the Executive for the monthly COBRA cost of continued health and dental coverage of the Executive and their qualified beneficiaries paid by the Executive under the health and dental plans of Insmed, less the amount that the Executive would be required to contribute for health and dental coverage if the Executive were an active employee of Insmed, for 12 months (or, if less, for the duration that such COBRA coverage is available to Executive); and (iii)All Equity Awards will vest in full (performance-vesting restricted stock units shall vest in accordance with the applicable award agreement). (h)Release. All rights, payments and benefits due to the Executive under this Article 6 (other than the Accrued Obligations or any insurance benefits to which the Executive or their beneficiaries are entitled as a result of the Executive’s death or Disability) are conditioned on the Executive’s execution of a separate separation agreement to be provided by Insmed at that time that includes a general release of claims against Insmed and its Affiliates substantially in the form attached hereto as Exhibit A (the “Release”) and on that Release becoming effective and irrevocable within the required period of time specified therein. (i)Section 280G Certain Reductions of Payments by Insmed. (i)Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by Insmed to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be nondeductible by Insmed for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement 10 Payments”) shall be reduced to the Reduced Amount. The “Reduced Amount” shall be an amount expressed in present value that avoids any Payment being nondeductible by Insmed because of Section 280G of the Code. To the extent necessary to avoid the loss of deduction by Insmed pursuant to Section 280G of the Code and the imposition of the e tax on the Executive pursuant to Section 4999 of the Code, the amounts payable or benefits to be provided to the Executive shall be reduced such that the reduction of compensation to be provided to the Executive is minimized. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A (as defined below), and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis (but not below zero). Anything to the contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would nevertheless be nondeductible by Insmed for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by Insmed because of Section 280G of the Code. If a reduction of any Payment is required pursuant to this Section 6(i), such reduction shall occur to the amounts in the order that results in the greatest economic present value of all payments and benefits actually made or provided to the Executive. For purposes of this Section 6(i), present value shall be determined in accordance with Section 280G(d)(4) of the Code and the Treasury regulations thereunder. (ii)All determinations required to be made under this Section 6(i) shall be made by a tax or compensation consulting firm of national reputation selected by Insmed (the “Consulting Firm”), which shall provide detailed supporting calculations both to Insmed and the Executive within 20 business days of the date of termination or such earlier time as is requested by Insmed. Any such determination by the Consulting Firm shall be binding upon Insmed and the Executive. All fees and expenses of the Consulting Firm incurred in connection with the determinations contemplated by this Section 6(i) shall be borne by Insmed. (iii)As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Consulting Firm hereunder, it is possible that Payments will have been made by Insmed which should not have been made (“Overpayment”) or that additional Payments which were not made by Insmed should have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. In the event that the Consulting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Executive which the Consulting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by Insmed to or for the benefit of the Executive shall be promptly repaid to Insmed by the Executive. In the event that the Consulting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by Insmed to or for the benefit of the Executive. (j)Cooperation. Following the Term of Employment, the Executive shall give their assistance and cooperation willingly, upon reasonable advance notice with due 11 consideration for their other business or personal commitments, in any matter relating to their position with Insmed, or their expertise or experience as Insmed may reasonably request, including their attendance and truthful testimony where deemed appropriate by Insmed, with respect to any investigation or Insmed’s defense or prosecution of any existing or future claims or litigations or other proceedings relating to matters in which the Executive was involved or potentially had knowledge by virtue of their employment with Insmed. In no event shall the Executive’s cooperation materially interfere with their services for a subsequent employer or other similar service recipient. To the extent permitted by law, Insmed agrees that (i) it shall promptly reimburse the Executive for their reasonable and documented expenses in connection with rendering assistance and/or cooperation under this Section 6(j) upon the Executive’s presentation of documentation for such expenses and (ii) the Executive shall be reasonably compensated for any continued material services as required under this Section 6(j). (k)Return of Insmed Property. No later than the Termination Date (or such earlier date as may be determined by Insmed), the Executive or their personal representative shall return all Insmed property in the Executive’s possession, including but not limited to all computer equipment (hardware and software), telephones, facsimile machines, and other communication devices, credit cards, office keys, security access cards, badges, identification cards and all copies (including drafts) of any documentation or information (however stored) relating to the business of Insmed, its customers and clients or its prospective customers and clients. Upon request, Executive shall provide Insmed reasonable means to access and verify that no Confidential Information or other company property has been retained by the Executive on personal computers, cell phones, email or cloud storage accounts, or in any other place that is subject to the Executive’s ownership or control. Insmed may also take all action deemed appropriate to recover or protect company property. (l)Compliance with Section 409A. (i)General. It is the intention of both Insmed and the Executive that the benefits and rights to which the Executive is or could be entitled pursuant to this Agreement comply with or are exempt from Section 409A of the Code and the Treasury Regulations and other guidance promulgated or issued thereunder (“Section 409A”) and the provisions of this Agreement shall be construed in a manner consistent with that intention. (ii)Distributions on Account of Separation from Service. If and to the extent required to comply with Section 409A, no payment or benefit required to be paid under this Agreement on account of termination of the Executive’s employment shall be made unless and until the Executive incurs a “separation from service” within the meaning of Section 409A. Any payments that are subject to a release requirement and are scheduled to be paid prior to the date the release becomes effective shall be paid in a lump sum, without interest, with the first scheduled payment following the effectiveness of the release and, if any such amounts are subject to Section 409A and the period during which the Executive has discretion to sign or revoke the release straddles two calendar years, such amounts will be paid without interest in the second calendar year. 12 (iii)Six Month Delay for Specified Employees. If the Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), then no payment or benefit that is considered deferred compensation subject to Section 409A (and not exempt from Section 409A as a short term deferral or otherwise) that is payable on account of the Executive’s “separation from service”, as that term is defined for purposes of Section 409A, shall be made before the date that is six months after the Executive’s “separation from service” (or, if earlier, the date of the Executive’s death) if and to the extent that such delay is required to comply with the requirements of Section 409A. Any payment or benefit delayed by reason of the prior sentence shall be paid out or provided in a single lump sum at the end of such required delay period in order to catch up to the original payment schedule. (iv)Treatment of Each Installment as a Separate Payment. For purposes of applying the provisions of Section 409A to this Agreement, each separately identified amount to which the Executive is entitled under this Agreement shall be treated as a separate payment. In addition, any series of installment payments under this Agreement shall be treated as a right to a series of separate payments. (v)Taxable Reimbursements and In-Kind Benefits. (A)Any reimbursements by Insmed to the Executive of any eligible expenses under this Agreement that are not excludable from the Executive’s income for Federal income tax purposes (the “Taxable Reimbursements”) shall be made by no later than the last day of the taxable year of the Executive following the taxable year in which the expense was incurred. (B)The amount of any Taxable Reimbursements, and the value of any in-kind benefits to be provided to the Executive, during any taxable year of the Executive shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year of the Executive. (C)The right to Taxable Reimbursement, or in-kind benefits, shall not be subject to liquidation or exchange for another benefit. (vi)No Guaranty of 409A Compliance. Notwithstanding the foregoing, Insmed does not make any representation to the Executive that the payments or benefits provided under this Agreement are exempt from, or satisfy, the requirements of Section 409A, and Insmed shall have no liability or other obligation to indemnify or hold harmless the Executive or any beneficiary of the Executive for any tax, additional tax, interest or penalties that the Executive or any beneficiary of the Executive may incur in the event that any provision of this Agreement, or any amendment or modification thereof, or any other action taken with respect thereto, is deemed to violate any of the requirements of Section 409A. 7.Arbitration. Subject to the other terms of this Agreement, the parties agree that any dispute between the Executive and Insmed is subject to and will be resolved by binding arbitration pursuant to the terms of the Employment Arbitration Agreement attached hereto as 13 Exhibit B, except any claim that seeks injunctive or other equitable relief for purposes of enforcing the terms of Section 8 of this Agreement. 8.Restrictive Covenants. As a condition of Executive’s employment with Insmed, and in addition to all other conditions outlined in this Agreement, Executive will be required to sign Insmed’s Restrictive Covenant Agreement attached hereto as Exhibit C. Capitalized terms used in Exhibit C, but not specifically defined therein, shall have the meaning provided for such terms in this Agreement. 9.Representations and Warranties of Executive. The Executive represents and warrants to Insmed that: (a)The Executive’s employment will not conflict with or result in their breach of any agreement to which the Executive is a party or otherwise may be bound; (b)The Executive has not violated, and in connection with their employment with Insmed will not violate, any non-solicitation, non-competition or other similar covenant or agreement of a prior employer or service recipient by which the Executive is or may be bound; and (c)In connection with Executive’s employment with Insmed, the Executive will not use any confidential or proprietary information that they may have obtained in connection with employment with any prior employer or service provided to any prior service recipient; and (d)The Executive has not committed any criminal act with respect to Executive’s current or any prior employment or services; and (e)The Executive is not debarred under the provisions of the U.S. Generic Drug Enforcement Act of 1992, including without limitation, 21 U.S.C. 335a or under the provisions of any equivalent legislation or regulation, and to the Executive’s knowledge they are not under investigation or otherwise aware of any circumstances which may result in being debarred or excluded from participation in any federal or state healthcare program; and (f)The Executive is not dependent on alcohol or the illegal use of drugs. The Executive recognizes that Insmed shall have the right to conduct random drug testing of its employees and that Executive may be called upon in such a manner. 10.Agreement to Abide by Insmed Policies: By executing this Agreement, the Executive acknowledges and agrees to comply with any Insmed policies, standard operating procedures (“SOPs”), and additional agreements between the Executive and Insmed which may be in effect from time to time, including, but not limited to Insmed’s Code of Business Conduct and Ethics and Insmed policies against harassment and discrimination. 11.Background Check and Authorization to Work: Executive’s employment with Insmed is contingent upon a successful background check and timely providing legal proof of 14 identity and authorization to work in the United States. All background checks will comply with applicable state and federal law. All new hires are required to complete their I-9 Form within three business days of their Commencement Date in order to be in compliance with the U.S. Citizenship and Immigration Service’s requirements. Executive will receive information and instructions on completing their I-9 form with their onboarding paperwork prior to their Commencement Date. Please be sure to review these documents and complete the necessary steps as instructed. Executive is required to complete their I-9 documentation within three business days of their Commencement Date to continue their employment with Insmed. 12.Taxes. All payments or transfers of property made by Insmed to the Executive or their estate or beneficiaries shall be subject to the withholding of such amounts relating to taxes as Insmed may reasonably determine it should withhold pursuant to any applicable law or regulation. 13.Assignment. Insmed shall have the right to assign this Agreement and its rights and obligations hereunder in whole, but not in part, to any corporation or other entity with or into which Insmed may hereafter merge or consolidate or to which Insmed may transfer all or substantially all of its assets, if in any such case said corporation or other entity shall by operation of law or expressly in writing assume all obligations of Insmed hereunder as fully as if it had been originally made a party hereto, but may not otherwise assign this Agreement or its rights and obligations hereunder. The Executive may not assign or transfer this Agreement or any rights or obligations hereunder. 14.Governing Law. Except as provided for in Exhibit B and C, this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New Jersey, without regard to principles of conflict of laws. 15.Jurisdiction and Venue. The parties acknowledge that a substantial portion of the negotiations, anticipated performance and execution of this Agreement occurred or shall occur in Somerset, New Jersey, and that, therefore, without limiting the jurisdiction or venue of any other federal or state courts, each of the parties irrevocably and unconditionally (i) agrees that any suit, action or legal proceeding arising out of or relating to this Agreement which is expressly permitted by the terms of this Agreement to be brought in a court of law, may be brought in the courts of record of the Superior Court of the State of New Jersey, Somerset County, or the court of the United States, District of New Jersey; (ii) consents to the jurisdiction of each such court in any such suit, action or proceeding; (iii) waives any objection which it or they may have to the laying of venue of any such suit, action or proceeding in any of such courts; and (iv) agrees that service of any court papers may be effected on such party by mail, as provided in this Agreement and as permitted by New Jersey or Federal law, or in such other manner as may be provided under applicable laws or court rules in such courts. 16.Entire Agreement. This Agreement, together with the exhibits attached hereto, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and, upon its effectiveness, shall supersede all prior agreements, understandings and 15 arrangements, both oral and written, between the Executive and Insmed (or any of its Affiliates) with respect to such subject matter. This Agreement may not be modified in any way unless by a subsequent written instrument signed by both Insmed and the Executive. 17.Notices. All notices required or permitted to be given hereunder shall be in writing and shall be personally delivered by courier, sent by registered or certified mail, return receipt requested or sent by confirmed facsimile transmission addressed as set forth herein. Notices personally delivered, sent by facsimile or sent by overnight courier shall be deemed given on the date of delivery and notices mailed in accordance with the foregoing shall be deemed given upon receipt by the addressee, as evidenced by the return receipt thereof. Notice shall be sent (i) if to Insmed, addressed to, 700 US Highway 202/206, Bridgewater, NJ 08807-1704, Attention: Chief Legal Officer, and (ii) if to the Executive, to their address as reflected on the payroll records of Insmed, or to such other address as either party shall request by notice to the other in accordance with this provision. 18.Benefits; Binding Effect. This Agreement shall be for the benefit of and binding upon the parties hereto and their respective heirs, personal representatives, legal representatives, successors and, where permitted and applicable, assigns, including, without limitation, any successor to Insmed, whether by merger, consolidation, sale of stock, sale of assets or otherwise. 19.Right to Consult with Counsel; No Drafting Party. The Executive acknowledges having read and considered all of the provisions of this Agreement carefully, and having had the opportunity to consult with counsel of their own choosing, and, given this, the Executive agrees that the obligations created hereby are not unreasonable. The Executive acknowledges that they have had an opportunity to negotiate any and all of these provisions and no rule of construction shall be used that would interpret any provision in favor of or against a party on the basis of who drafted the Agreement. 20.Severability. The invalidity of any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall not affect the enforceability of the remaining portions of this Agreement or any part thereof, all of which are inserted conditionally on their being valid in law, and, in the event that any one or more of the words, phrases, sentences, clauses, provisions, sections or articles contained in this Agreement shall be declared invalid, this Agreement shall be construed as if such invalid word or words, phrase or phrases, sentence or sentences, clause or clauses, provisions or provisions, section or sections or article or articles had not been inserted. If such invalidity is caused by length of time or size of area, or both, the otherwise invalid provision will be considered to be reduced to a period or area which would cure such invalidity. 21.Waivers. The waiver by either party hereto of a breach or violation of any term or provision of this Agreement shall not operate nor be construed as a waiver of any subsequent breach or violation. 22.Damages; Attorneys’ Fees. Nothing contained herein shall be construed to prevent Insmed or the Executive from seeking and recovering from the other damages sustained by either or both of them as a result of its or their breach of any term or provision of this 16 Agreement. Except as provided for in Exhibit B, each party shall bear its own costs and attorneys’ fees. 23.Waiver of Jury Trial. The Executive hereby knowingly, voluntarily and intentionally waives any right that the Executive may have to a trial by jury in respect of any litigation arising out of, under or in connection with the express terms of this Agreement and any agreement, document or instrument contemplated to be executed in connection herewith. 24.Section Headings. The article, section and paragraph headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. 25.No Third Party Beneficiary. The Affiliates are intended third party beneficiaries of this Agreement. Otherwise, nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than Insmed, the Executive and their respective heirs, personal representatives, legal representatives, successors and permitted assigns, any rights or remedies under or by reason of this Agreement. 26.Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument and agreement. The offer of employment set forth in this Agreement, if not accepted by your signature, will expire at the close of business on June 8, 2026. [signature page to follow] 17 IN WITNESS WHEREOF, the undersigned have executed this Agreement. Insmed Incorporated, a Virginia corporation By: /s/ S. Nicole Schaeffer Name: S. Nicole Schaeffer Title: Chief People Strategy Officer EXECUTIVE: /s/ Samuele Butera Name: Samuele Butera Date: June 2, 2026 18 --- ## EX-31.1 SEC source: [insm-20260630ex311.htm](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex311.htm) EXHIBIT 31.1 Section 302 Certification I, William H. Lewis, Chief Executive Officer of Insmed Incorporated, certify that: (1) I have reviewed this quarterly report on Form 10-Q of Insmed Incorporated; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 6, 2026 /s/ William H. Lewis William H. Lewis Chair and Chief Executive Officer (Principal Executive Officer) --- ## EX-31.2 SEC source: [insm-20260630ex312.htm](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex312.htm) EXHIBIT 31.2 Section 302 Certification I, Sara Bonstein, Chief Financial Officer of Insmed Incorporated, certify that: (1) I have reviewed this quarterly report on Form 10-Q of Insmed Incorporated; (2) Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; (3) Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: August 6, 2026 /s/ Sara Bonstein Sara Bonstein Chief Financial Officer (Principal Financial and Accounting Officer) --- ## EX-32.1 SEC source: [insm-20260630ex321.htm](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex321.htm) EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 In connection with this Quarterly Report on Form 10-Q of Insmed Incorporated (the "Company") for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, William H. Lewis, Chief Executive Officer of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2003, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ William H. Lewis William H. Lewis Chair and Chief Executive Officer (Principal Executive Officer) August 6, 2026 This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Insmed Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. --- ## EX-32.2 SEC source: [insm-20260630ex322.htm](https://www.sec.gov/Archives/edgar/data/1104506/000110450626000041/insm-20260630ex322.htm) EXHIBIT 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2003 In connection with this Quarterly Report on Form 10-Q of Insmed Incorporated (the "Company") for the period ended June 30, 2026 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Sara Bonstein, Chief Financial Officer of the Company, certify, pursuant to 18 USC. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2003, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Sara Bonstein Sara Bonstein Chief Financial Officer (Principal Financial and Accounting Officer) August 6, 2026 This certification accompanies the Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Insmed Incorporated under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing.