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Ardelyx (ARDX) executive’s Form 4 shows RSU tax sell-to-cover sales

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

ARDELYX, INC. executive Laura A. Williams reported automatic sales of company common stock tied to restricted stock unit (RSU) vesting. On February 20, 2026, she sold 7,192 shares at $5.865 and 984 shares at $5.7138 in open-market transactions. A footnote explains these were “sell-to-cover” transactions required by the RSU grant terms to cover withholding taxes upon vesting, rather than discretionary sales. Following these sales, she continued to hold over four hundred thousand Ardelyx shares directly.

Positive

  • None.

Negative

  • None.

Insights

Routine tax sell-to-cover from RSU vesting; limited signaling value.

The reported transactions show Laura A. Williams selling Ardelyx common stock in two small open-market trades on February 20, 2026. The sizes, 7,192 and 984 shares at prices of $5.865 and $5.7138, are modest relative to her remaining holdings.

A key footnote states the sales were imposed automatically under the RSU award terms “solely to cover applicable withholding taxes.” That framing indicates these are administrative equity-compensation events rather than discretionary portfolio moves, which reduces their information content about management’s view of Ardelyx’s prospects.

After these trades, Williams still directly owns over 400,000 Ardelyx shares, so her economic exposure remains significant. Future Form 4 filings may distinguish between similar tax-related sell-to-cover transactions and any larger, discretionary insider buying or selling that might carry stronger signaling implications.

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*
Williams Laura A

(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
3. Date of Earliest Transaction (Month/Day/Year)
02/20/2026
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 02/20/2026 S(1) 7,192 D $5.865 437,066 D
Common Stock 02/20/2026 S(1) 984 D $5.7138 436,082 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
Explanation of Responses:
1. Pursuant to an automatic sell-to-cover imposed by the terms of the initial grant of the restricted stock units ("RSUs") awards, the shares were sold upon the vesting of the RSUs solely to cover applicable withholding taxes.
Remarks:
Chief Patient Officer and interim Chief Medical Officer
/s/ Elizabeth Grammer, Attorney-in-Fact for Laura A. Williams 02/23/2026
** 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

What insider transactions did Ardelyx (ARDX) report for Laura A. Williams?

Ardelyx reported that executive Laura A. Williams sold Ardelyx common stock in two open-market transactions on February 20, 2026. These sales related to restricted stock units vesting and were used to cover tax withholding obligations under the RSU award terms.

How many Ardelyx (ARDX) shares did Laura A. Williams sell and at what prices?

Laura A. Williams sold 7,192 Ardelyx common shares at $5.865 and 984 shares at $5.7138 on February 20, 2026. Both transactions were reported as open-market sales linked to the vesting of her restricted stock units and associated tax obligations.

Were Laura A. Williams’ Ardelyx (ARDX) stock sales discretionary or tax-related?

The filing states the sales were pursuant to an automatic sell-to-cover feature in her RSU awards. Shares were sold upon vesting solely to cover applicable withholding taxes, indicating these were tax-related administrative transactions rather than discretionary decisions to reduce her Ardelyx exposure.

How many Ardelyx (ARDX) shares does Laura A. Williams hold after the reported sales?

After the February 20, 2026 transactions, the Form 4 shows Laura A. Williams directly holding more than 400,000 Ardelyx common shares. This indicates she retains a substantial equity stake in the company despite the tax-related sell-to-cover transactions associated with RSU vesting.

What does the Form 4 footnote say about Laura A. Williams’ Ardelyx (ARDX) share sales?

The footnote explains the shares were sold under an automatic sell-to-cover provision tied to her initial RSU grants. It specifies the sales occurred upon RSU vesting “solely to cover applicable withholding taxes,” clarifying that these trades were part of equity compensation administration.
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