Ironwood SEC Filings

Ironwood Pharmaceuticals reported that the U.S. Department of Health and Human Services has set the Medicare “Maximum Fair Price” for LINZESS (linaclotide) at $136 for a 30-day equivalent supply. This Maximum Fair Price will become the new Medicare net price starting January 1, 2027 under the Inflation Reduction Act of 2022.

The company states that this revised price for LINZESS is in line with its expectations, indicating the decision aligns with its planning around the product’s U.S. Medicare pricing.

Ironwood Pharmaceuticals Inc. (IRWD) reported an insider transaction by its Chief Commercial Officer. On 11/17/2025, the officer sold 6,016 shares of Class A common stock at $3.32 per share. According to the disclosure, this sale was made automatically to cover tax withholding obligations arising from the vesting of restricted stock units and was not a discretionary trade. After this transaction, the officer beneficially owned 235,264 shares of Ironwood common stock.

Ironwood Pharmaceuticals (IRWD) furnished an Item 2.02 Form 8-K announcing a press release with an update on recent business activities and results for the quarter ended September 30, 2025. The press release is included as Exhibit 99.1 and incorporated by reference. The information is furnished, not filed, under the Exchange Act.

Ironwood Pharmaceuticals (IRWD) reported stronger Q3 2025 results. Total revenues were $122.1 million, up from $91.6 million a year ago, driven mainly by collaborative revenue from the LINZESS partnership with AbbVie in North America ($120.5 million). Operating income rose to $75.5 million from $25.6 million, and net income improved to $40.1 million versus $3.6 million, with diluted EPS of $0.23.

Expenses declined year over year, with research and development at $22.5 million and selling, general and administrative at $21.9 million; restructuring expense was $2.2 million. Cash and cash equivalents increased to $140.4 million, supported by $52.5 million net cash from operating activities for the nine-month period. The company reported a current portion of convertible senior notes of $199.5 million and $385.0 million outstanding on its revolving credit facility. As of October 31, 2025, 162,678,647 Class A shares were outstanding.

For the first nine months of 2025, revenues were $248.4 million and net income was $26.3 million, reflecting improved profitability compared to the prior-year period.

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.