Ironwood SEC Filings

Alexander J. Denner, a director and 10% owner of Ironwood Pharmaceuticals (IRWD), reported a non-derivative acquisition of 11,718 shares of Class A common stock on 09/15/2025 at no cash price under the company's non-employee director compensation policy effective January 1, 2024. After the reported transaction, Mr. Denner directly beneficially owned 247,680 shares. The filing also reports that his indirect beneficial ownership held through Sarissa Capital and related funds totals 15,919,435 shares, a decrease attributed to termination of an investment advisory agreement for a separately managed account. The report is signed 09/17/2025.

Armistice Capital, LLC and Steven Boyd report beneficial ownership of 16,150,000 shares of Ironwood Pharmaceuticals Class A common stock, representing 9.94% of the outstanding shares. The shares are held directly by Armistice Capital Master Fund Ltd., for which Armistice Capital serves as investment manager and exercises shared voting and dispositive power. Steven Boyd, as managing member of Armistice Capital, is reported with the same shared voting and dispositive power. No sole voting or dispositive power is claimed. The percentage is based on 162,434,130 shares outstanding as reported by the issuer.

Ironwood Pharmaceuticals insider sale was a routine, non-discretionary sell-to-cover tied to restricted stock unit vesting. Chief Commercial Officer Tammi L. Gaskins sold 1,316 shares of Class A common stock on 08/11/2025 at a reported price of $0.84 per share to satisfy tax withholding obligations. After the transaction the reporting person beneficially owned 241,280 shares directly.

The filing states the sale occurred automatically to cover tax withholding and "does not represent a discretionary trade by the Reporting Person." This indicates the transaction was an administrative tax-related sale rather than a voluntary disposition of shares.

John Minardo, Chief Legal Officer of Ironwood Pharmaceuticals (IRWD), reported an automatic sale of 7,754 shares of Class A common stock on 08/11/2025 at $0.84 per share to satisfy tax withholding obligations arising from vested restricted stock units. Following the sale he beneficially owned 400,378 shares directly. The filing specifies this was a routine sell-to-cover tied to RSU vesting and notes no derivative transactions were reported.

Gregory S. Martini, Chief Financial Officer of Ironwood Pharmaceuticals (IRWD), sold 1,265 shares of Class A common stock on 08/11/2025 at $0.84 per share and retained 182,545 shares of direct beneficial ownership.

The Form 4 states the sale was an automatic "sell-to-cover" to satisfy tax withholding obligations arising from the vesting of restricted stock units and does not represent a discretionary trade by the reporting person.

Ronald Silver, identified as an officer (Principal Accounting Officer) of Ironwood Pharmaceuticals (IRWD), reported a sale of 2,846 Class A common shares on 08/11/2025 at $0.84 per share to satisfy tax withholding obligations arising from the vesting of restricted stock units. The filing states the sale was an automatic sell-to-cover transaction to fund withholding and was not a discretionary trade.

After the reported transaction the reporting person beneficially owned 276,809 shares, held directly. The Form 4 lists no derivative transactions and includes an explanation that the disposition was solely to cover taxes related to RSU vesting.

Barclays PLC reports beneficial ownership of 11,133,857 shares of Ironwood Pharmaceuticals common stock, representing 6.88% of the class. The statement shows Barclays has sole voting and dispositive power over these shares and indicates the securities are held in the ordinary course of business and were not acquired to change or influence control. The filing names Barclays Bank PLC, Barclays Capital Inc. and Barclays Capital Securities Ltd. as relevant subsidiaries associated with the reported holdings.

Ironwood Pharmaceuticals reported a profitable quarter but a loss for the first half of 2025. For the three months ended June 30, 2025 the company recorded $23.6 million of net income (basic EPS $0.15), driven by collaborative arrangements revenue of $85.2 million and reduced operating costs. For the six months ended June 30, 2025, revenue from collaborative arrangements was $126.4 million versus $169.3 million a year earlier, and the company recorded a $13.8 million net loss for the period.

The balance sheet shows $92.9 million of cash and cash equivalents and accounts receivable of $86.2 million, largely due from AbbVie. Current liabilities increased sharply to $232.5 million primarily because the $200.0 million 2026 Convertible Notes are presented, in part, as a current obligation (net carrying amount $199.3 million) and these notes mature on June 15, 2026. Management states available liquidity and borrowing capacity are sufficient to meet operations for at least the next 12 months.