Insmed Inc美股招股说明书(2025-06-12版)

We are offering 7,812,500 shares of our common stock. Our common stock is listed on the Nasdaq Global Select Market under the symbol “INSM”. The last reported sale price of ourcommon stock on the Nasdaq Global Select Market on June 11, 2025 was $97.98 per share. Investing in our common stock involves a high degree of risk. You should carefully consider the risks described underthe heading “Risk Factors” beginning on page S-8of this prospectus supplement and the documents incorporated byreference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Anyrepresentation to the contrary is a criminal offense. (1)We have agreed to reimburse the underwriters for certain expenses in connection with this offering. See “Underwriting.” The underwriters also may purchase up to an additional 1,171,875 shares of our common stock at the public offering price,less the underwriting discounts and commissions payable by us, within 30 days from the date of this prospectus supplement. The underwriters expect to deliver the shares against payment therefor in New York, New York on or about June 13, 2025. Joint Book-Running Managers TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTS-1FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUPPLEMENT SUMMARYS-5THE OFFERINGS-7RISK FACTORSS-8USE OF PROCEEDSS-10DILUTIONS-11UNDERWRITINGS-13MATERIAL UNITED STATES FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FORNON- U.S. HOLDERS OF SHARES OF OUR COMMON STOCKS-20LEGAL MATTERSS-24EXPERTSS-24INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCES-25 Prospectus ABOUT THIS PROSPECTUS1INSMED INCORPORATED2RISK FACTORS3NOTE REGARDING FORWARD-LOOKING STATEMENTS4USE OF PROCEEDS7DESCRIPTION OF COMMON STOCK8DESCRIPTION OF DEBT SECURITIES10SELLING SECURITYHOLDERS19PLAN OF DISTRIBUTION20LEGAL MATTERS21EXPERTS21WHERE YOU CAN FIND MORE INFORMATION21INCORPORATION BY REFERENCE22 TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which describes the specific termsof this offering of common stock and updates the information contained in the accompanying prospectus and thedocuments incorporated by reference herein and therein. The second part is the accompanying prospectus, whichprovides more general information about securities that we and our selling shareholders may offer from time to time,some of which does not apply to this offering. This prospectus supplement and the accompanying prospectus relateto a registration statement that we filed with the U.S. Securities and Exchange Commission (“SEC”) using a shelfregistration process (File No. 333-272088). To the extent the information contained in this prospectus supplementdiffers or varies from the information contained in the accompanying prospectus or documents previously filed withthe SEC that are incorporated by reference herein, the information in this prospectus supplement will supersede suchinformation. For a more detailed understanding of an investment in our common stock, you should read both thisprospectus supplement and the accompanying prospectus, together with the information incorporated by referenceherein and therein and additional information described under the heading “Incorporation of Certain Documents byReference” in this prospectus supplement. Neither the Company nor any underwriter has authorized anyone to provide you with information that isdifferent from or in addition to the information contained in this prospectus supplement and the accompanyingprospectus and in any related free writing prospectus filed by us with the SEC. Accordingly, neither the Companynor any underwriter takes any responsibility for, or can provide any assurance as to the reliability of, anyinformation that others may give. Neither the Company nor any underwriter is making offers to sell or seeking offersto buy shares of our common stock in any jurisdiction where the offer or sale is not permitted. You should assumethat the information contained in this prospectus supplement, the accompanying prospectus, the documentsincorporated by reference herein and therein and any related free writing prospectus is accurate only as of therespective dates of such documents, regardless of the time of delivery of this prospectus supplement or any sale ofthe common stock offered hereby. Our business, financial condition, results of operations and prospects may havechanged materially since those dates. Unless the context otherwise indicates, references in this prospectus supplement and the accompanyingprospectus to “Insmed”, the “Company”, “we”, “us” and “our” refer to Insmed Incorporated, a Virginia corporation,together with its consolidated subsidiaries. Insmed, PULMOVANCE and ARIKAYCE are trademarks of InsmedIncorporated. Our lo