ASND · Ascendis Pharma A/S

Ascendis Pharma A/S announced the full redemption of its $575.0 million 2.25% Convertible Senior Notes due 2028, exercisable on May 6, 2026, at 100% of principal plus accrued interest up to but excluding the redemption date. This action was enabled by the company's ordinary share price surpassing 130% of the conversion price over at least 20 trading days (consecutive or not) in the 30 consecutive trading days ending April 21, 2026, per Section 4.03(B) of the March 29, 2022 indenture with U.S. Bank Trust Company, National Association as trustee. Noteholders face a key decision: redeem for cash ($1,002.19 per $1,000 principal) or convert into ordinary shares before 5:00 p.m. New York City time on May 4, 2026. The redemption notice triggers a 'Make-Whole Fundamental Change,' boosting the conversion rate from 6.0118 shares per $1,000 principal ($166.34/share, max 3,456,785 shares) to 6.3232 shares (~$158.15/share, max 3,635,840 shares) during the April 21 to May 4 Make-Whole Conversion Period. Conversion delivers shares plus cash for fractions via DTC procedures. Interest stops accruing post-redemption if paid timely. This could lead to significant share dilution if holders convert, especially at the enhanced rate, impacting existing shareholders' ownership. The company highlights liquidity risks for redemption payments or fractional cash, and potential DTC/trustee processing delays. No offer to sell or buy securities is intended.