INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form S-8 (Registration Numbers 333-203040, 333-210810, 333-211512,
333-213412, 333-214843, 333-216883, 333-228576,
333-254101, 333-261550, 333-270088, 333-277519 and
333-281916) and Form F-3 (Registration Numbers 333-209336 and 333-282196) of Ascendis
Pharma A/S (the “Company”) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently
filed or furnished.
On February 12, 2025, the Company announced that its Board of Directors has authorized the Company to use approximately
$25 million to fund a share repurchase program and net settle certain RSUs.
The Board of Directors has authorized the Company to repurchase up to
$18.25 million of the Company’s American Depositary Shares (“ADSs”) (the “Share Repurchase Program”), each of which represents one ordinary share of Ascendis Pharma A/S. The Company plans to execute the repurchases in
compliance with Rules 10b-18 and 10b5-1 of U.S. securities regulations.
In addition, the Company plans to apply net settlement of the tax-withholding obligation in certain jurisdictions
related to the vesting of approximately 450,000 RSUs for a total cash amount of approximately $9 million preserving approximately 75,000 ADSs held as treasury shares (the “Net Settlement of RSUs”).
Together, the Share Repurchase Program and the Net Settlement of RSUs are intended to preserve approximately 200,000 ADSs held as treasury shares.
The new Share Repurchase Program authorizes the repurchase of up to $18.25 million of the Company’s ADSs. Purchases under the new Share Repurchase
Program may be made from time to time, in such amounts as management deems appropriate, through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase
transactions, purchases through 10b5-1 trading plans, or by any combination of such methods. The timing and amount of any repurchases pursuant to the new Share Repurchase Program will be determined based on
market conditions, share price and other factors. The new Share Repurchase Program does not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time without notice.
Forward-Looking Statements
This report contains
forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical facts, included in this report regarding Ascendis’ future operations, plans and objectives of management are
forward-looking statements. Examples of such statements include, but are not limited to, statements relating to (i) the planned Share Repurchase Program and (ii) the planned Net Settlement of RSUs. Ascendis may not actually achieve the
plans, carry out the intentions or meet the expectations or projections disclosed in the forward-looking statements and you should not place undue reliance on these forward-looking statements. Actual results or events could differ materially from
the plans, intentions, expectations and projections disclosed in the forward-looking statements. Various important factors could cause actual results or events to differ materially from the forward-looking statements that Ascendis makes, including
the following: dependence on third party manufacturers, distributors and service providers for Ascendis’ products and product candidates; unforeseen safety or efficacy results in Ascendis’ development programs or on-market products; unforeseen expenses related to commercialization of any approved Ascendis products; unforeseen expenses related to Ascendis’ development programs; unforeseen selling, general and
administrative expenses, other research and development expenses and Ascendis’ business generally; delays in the development of its programs related to manufacturing, regulatory requirements, speed of patient recruitment or other unforeseen
delays; Ascendis’ ability to obtain additional funding, if needed, to support its business activities; the impact of international economic, political, legal, compliance, social and business factors. For a further description of the risks and
uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to Ascendis’ business in general,
