Form 8-K

8-K — INSMED Inc

Accession: 0001140361-26-040177

Filed: 2026-10-20

Period: 2026-10-16

CIK: 0001104506

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ef20084030_8k.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (ef20084030_ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 16, 2026

INSMED INCORPORATED

(Exact name of registrant as specified in its charter)

Virginia

000-30739

54-1972729

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

700 US Highway 202/206

Bridgewater, New Jersey

08807

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (908) 977-9900

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the

following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or

Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

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. ☐

ITEM 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2026, the Board of Directors (the “Board”) of Insmed Incorporated (the “Company”) appointed Paul Hudson and Utpal Koppikar as members of

the Board, effective October 19, 2026. Mr. Hudson serves as a Class II director, and Mr. Koppikar serves as a Class I director, with each subject to election at the Company’s 2027 Annual Meeting of Shareholders. Mr. Hudson has been appointed to

serve on the Board’s Compensation Committee, and Mr. Koppikar has been appointed to serve on the Board’s Audit Committee.

Mr. Hudson brings more than three decades of senior executive leadership across some of the world’s most prominent biopharmaceutical companies. He most

recently served as Chief Executive Officer (“CEO”) of Sanofi S.A. from September 2019 through February 2026, where he led a sweeping transformation of the organization. Prior to Sanofi, Mr. Hudson served as CEO of Novartis Pharmaceuticals from 2016

to 2019 and as a member of the Novartis Executive Committee. His career in healthcare has spanned the globe, with roles in the U.S., Japan, and Europe. Prior to Novartis, he held a series of senior operational and commercial leadership positions at

AstraZeneca, including President of AstraZeneca United States and Executive Vice President, North America. Mr. Hudson began his career in sales and marketing roles at Schering-Plough, GlaxoSmithKline UK, and Sanofi-Synthélabo UK.

Mr. Koppikar is a seasoned biopharma finance executive with a distinguished track record of

driving financial leadership across multiple stages of company growth. He has served as Chief Financial Officer (“CFO”) at Verily Health Inc., a healthcare data

intelligence company focused on enabling more personal, predictive, and precise health solutions, since April 2023, where he is responsible for the finance,

real estate and workplace services, and corporate development functions. Previously, Mr. Koppikar served as Executive Vice President and CFO at Atara Biotherapeutics from 2018 to 2023. Prior to Atara, he held several senior financial leadership

positions at Gilead Sciences and Amgen. Mr. Koppikar currently serves on the Board of Directors of C4 Therapeutics, Inc. (Nasdaq: CCCC).

In connection with their service on the Board, each of Mr. Hudson and Mr. Koppikar will receive an annual cash retainer of $65,000, prorated in the

current year based on the date of appointment. As a member of the Compensation Committee, Mr. Hudson will receive an additional annual cash retainer of $12,500, prorated in the current year based on the date of appointment. As a member of the Audit

Committee, Mr. Koppikar will receive an additional annual cash retainer of $12,500, prorated in the current year based on the date of appointment. In addition, each of Mr. Hudson and Mr. Koppikar will receive a grant of restricted stock units

(“RSUs”) with a grant date fair value of approximately $585,000. The RSUs will vest in equal parts on each of the first three one-year anniversaries of the date of the award, provided that each of Mr. Hudson and Mr. Koppikar remain a director on

each such vesting date.

There is no arrangement between either Mr. Hudson or Mr. Koppikar and any person pursuant to which they were selected as a director. Each of Mr. Hudson

and Mr. Koppikar has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

ITEM 7.01

Regulation FD Disclosure.

On October 20, 2026, the Company issued a press release announcing the appointments of Mr. Hudson and Mr. Koppikar. A copy of the press release is

attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act

of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit

No.

Description

99.1

Press release issued by Insmed Incorporated on October 20, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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 hereunto duly authorized.

Dated: October 20, 2026

INSMED INCORPORATED

By:

/s/ Michael A. Smith

Name:

Michael A. Smith

Title:

Chief Legal Officer and Secretary

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: ef20084030_ex99-1.htm · Sequence: 2

Exhibit 99.1

Insmed Appoints Two New Directors to Its Board

—Paul Hudson, Former CEO of Sanofi and Novartis Pharmaceuticals, and Utpal Koppikar, CFO of Verily Health and Veteran Biopharma Finance Leader, Join

as New Independent Directors—

BRIDGEWATER, N.J., Oct. 20, 2026 -- Insmed Incorporated (Nasdaq: INSM), a people-first global biopharmaceutical company striving to deliver first- and best-in-class

therapies to transform the lives of patients facing serious diseases, today announced the appointment of Paul Hudson and Utpal Koppikar as independent members of its Board of Directors, effective immediately. The additions bring deep expertise in

global biopharma leadership, commercial strategy, and financial management to Insmed's Board as the Company continues to advance its portfolio in pursuit of its mission to transform the lives of patients with serious and rare diseases.

“Paul and Utpal are exceptional additions to our Board, and I am delighted to welcome them to Insmed,” said Will Lewis, Chair and

Chief Executive Officer of Insmed. “Paul's experience leading some of the world’s largest and most complex biopharma organizations, combined with his deep commercial and strategic acumen, will be invaluable as we continue to execute our global

growth strategy. Utpal brings demonstrated financial expertise and a strong track record of value creation across the biopharma industry, which will be a tremendous asset as we work to advance our pipeline and build long-term shareholder value.

Together, they further strengthen our Board's capabilities at a pivotal time for Insmed, and I look forward to the perspectives and insights they will deliver.”

Mr. Hudson brings more than three decades of senior executive leadership across some of the world's most prominent biopharmaceutical companies. He most recently served as

Chief Executive Officer (CEO) of Sanofi S.A. from September 2019 through February 2026, where he led a sweeping transformation of the organization. Prior to Sanofi, Mr. Hudson served as CEO of Novartis Pharmaceuticals from 2016 to 2019 and as a

member of the Novartis Executive Committee. His career in healthcare has spanned the globe, with roles in the U.S., Japan, and Europe. Prior to Novartis, he held a series of senior operational and commercial leadership positions at AstraZeneca,

including President of AstraZeneca United States and Executive Vice President, North America. Mr. Hudson began his career in sales and marketing roles at Schering-Plough, GlaxoSmithKline UK, and Sanofi-Synthélabo UK.

“Insmed is a company I have admired for years — one that has built a remarkable track record of scientific innovation, clinical execution, and commercial prowess,” said

Paul Hudson. “I am honored to join the Board at such an exciting inflection point for the Company. I look forward to leveraging my experience in global commercial strategy and organizational transformation to support Insmed’s continued growth and

unwavering commitment to patients.”

Mr. Koppikar is a seasoned biopharma finance executive with a distinguished track record of driving financial leadership across multiple stages of company growth. He has

served as Chief Financial Officer (CFO) at Verily Health Inc., a healthcare data intelligence company focused on enabling more personal, predictive, and precise health solutions, since April 2023, where he is responsible for the finance, real

estate and workplace services, and corporate development functions. Previously, Mr. Koppikar served as Executive Vice President and CFO at Atara Biotherapeutics from 2018 to 2023. Prior to Atara, he held several senior financial leadership

positions at Gilead Sciences and Amgen. Mr. Koppikar currently serves on the Board of Directors of C4 Therapeutics, Inc. (Nasdaq: CCCC).

“Insmed's pipeline, commercial momentum, and people-first culture make it a truly compelling organization,” said Utpal Koppikar. “I am thrilled to join the Board and look

forward to helping guide the Company’s financial and operational strategy as it continues to scale its business in an effort to bring additional transformative therapies to patients in need.”

About Insmed

Insmed Incorporated 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 is advancing a diverse portfolio of approved and mid- to late-stage investigational medicines — including two approved therapies to treat chronic, debilitating lung diseases — as well as cutting-edge

drug discovery focused on serving patient communities where the need is greatest. Insmed's commercial portfolio and clinical pipeline are organized around three therapeutic areas: Respiratory, Immunology & Inflammation, and Neuro & Other

Rare. The Company's research engine is 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.

Headquartered in Bridgewater, New Jersey, Insmed has offices and research locations

throughout the United States, Europe, and Japan. Visit www.insmed.com to learn more or follow us on LinkedIn, Instagram, YouTube, and X.

Forward-looking Statements

This press release 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, 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) may identify forward-looking statements.

The forward-looking statements in this press release are based upon the Company's current expectations and beliefs, and involve known and unknown risks, uncertainties,

and other factors, which may cause the Company's actual results, performance and achievements and the timing of certain events to differ materially from the results, performance, achievements, or timings discussed, projected, anticipated, or

indicated in any forward-looking statements.

The Company may not actually achieve the results, plans, intentions, or expectations indicated by the Company's forward-looking statements because, by their nature,

forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. For additional information about the risks and uncertainties that may affect the Company's

business, please see the factors discussed in Item 1A, "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2025 and any subsequent Company filings with the Securities and Exchange Commission (SEC).

The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date of this press release. The Company

disclaims 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 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.

Contact:

Investors:

Gianna De Palma

Associate Director, Investor Relations

investor.relations@insmed.com

Media:

Claire Mulhearn

Vice President, Corporate Communications

media@insmed.com

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