[Form 4] Ardelyx, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Ardelyx, Inc. (ARDX) – Form 4 insider transaction filed 06/23/2025

Board member Richard J. Rodgers reported routine, compensation-related equity grants dated 06/18/2025 under Ardelyx’s Non-Employee Director Compensation Program:

• 21,468 common shares issued in lieu of cash fees, increasing his direct holdings to 371,992 shares.
• 41,551 restricted stock units (RSUs); each RSU converts 1-for-1 to common stock as it vests, bringing total directly held shares to 413,543 on a fully delivered basis.
• 54,059 stock options with a $3.61 exercise price, 10-year term (expiring 06/18/2035). Vesting is 1/12 monthly with full acceleration at the next annual meeting if service continues.

No sales were reported and all awards were granted at $0 cost to the director. Transactions reflect standard annual director compensation and represent a small, immaterial dilution to existing shareholders.

Positive

• Director retains and increases equity stake, reinforcing alignment with shareholder interests
• Cashes conserved by issuing stock instead of cash compensation

Negative

• Minor dilution to existing shareholders from new share issuance

Insights

Financial Analyst

TL;DR: Routine director equity grants; minimal dilution, neutral impact.

The filing documents annual compensation equity for director Richard J. Rodgers—21.5 k shares, 41.6 k RSUs, and 54.1 k options at $3.61. Post-grant direct ownership rises to 413.5 k shares, signaling continued alignment but not insider buying with out-of-pocket cash. The volume is immaterial versus Ardelyx’s ~235 m shares outstanding (<0.03% dilution). Options are slightly out-of-the-money versus recent ~$4 price, providing incentive if shares appreciate. For investors, the disclosure is compliance-oriented with no read-through to fundamentals or near-term price direction.

Corporate Governance Expert

TL;DR: Standard board compensation, signals alignment; governance posture intact.

The company grants equity instead of cash, enhancing director-shareholder alignment while conserving cash. Monthly vesting plus acceleration at the next AGM is typical for small-cap biotech boards, balancing retention with flexibility. No red flags in structure, pricing, or timing; the 10b5-1 checkbox was not marked, indicating discretionary issuance rather than a pre-arranged trade. Overall governance neutral, supporting best-practice transparency.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Rodgers Richard J

(Last) (First) (Middle)

C/O ARDELYX, INC.

400 FIFTH AVENUE, SUITE 210

(Street)

WALTHAM MA 02451

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ARDELYX, INC. [ ARDX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/18/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/18/2025		A		21,468(1)	A	$0	371,992	D
Common Stock	06/18/2025		A		41,551(2)	A	$0	413,543	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$3.61	06/18/2025		A		54,059(3)		(4)	06/18/2035	Common Stock	54,059	$0	54,059	D

Explanation of Responses:

1. The shares were issued pursuant to the Issuer's Non-Employee Director Compensation Program. The Reporting Person elected to receive stock in lieu of cash as permitted under the program.

2. Restricted stock units ("RSUs"). The Reporting Person is entitled to receive one (1) shares of Common Stock for each one (1) RSU upon the vesting thereof. The RSUs were issued pursuant to the Issuer's Non-Employee Director Compensation Program.

3. The option was issued pursuant to the Issuer's Non-Employee Director Compensation Program.

4. The option vests with respect to 1/12th of the shares subject thereto on each monthly anniversary of the grant date, which vesting will accelerate in full on the date of the next annual stockholder's meeting to the extent unvested as of such date, subject to continued service through each applicable vesting date.

Remarks:

	/s/ Elizabeth Grammer, Attorney-in-Fact for Richard J. Rodgers	06/23/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many Ardelyx (ARDX) shares did director Richard J. Rodgers receive?

He received 21,468 common shares plus 41,551 RSUs on 06/18/2025.

What is the exercise price of the new Ardelyx stock options?

The options have a $3.61 exercise price and expire on 06/18/2035.

How many shares does Rodgers own after these transactions?

Following the grants, he directly beneficially owns 413,543 shares of Ardelyx common stock.

Do the RSUs vest immediately?

No. Each RSU converts to one common share upon vesting; specific vesting dates were not detailed beyond standard program terms.

Will the options vest immediately if Rodgers leaves the board?

Unvested options accelerate fully on the date of the next annual shareholder meeting, provided he remains in service until that date.

Is this Form 4 indicative of insider buying?

No. The shares and options were granted as compensation; Rodgers did not purchase them on the open market.