Ironwood SEC Filings

Ironwood Pharmaceuticals files Amendment No. 1 to a Schedule 13G/A disclosing that Renaissance Technologies LLC and Renaissance Technologies Holdings Corporation beneficially own 8,061,073 shares of Class A common stock, representing 4.90% of the class. The filing lists sole voting and sole dispositive power over those shares.

Ironwood Pharmaceuticals announced that Senior Vice President and Chief Financial Officer Gregory Martini will resign effective May 15, 2026. The company states his resignation is not due to any disagreement regarding its financial reporting.

Effective the same date, Ronald Silver, age 44, currently Senior Vice President, Corporate Controller and Chief Accounting Officer, will also serve as interim chief financial officer and principal financial officer. Silver has held increasing accounting leadership roles at Ironwood since 2018 and previously worked in accounting and audit roles at Eze Software Group and RSM. The filing notes there is no special arrangement or family relationship related to his selection and no related‑party transactions requiring disclosure.

Ironwood Pharmaceuticals reported a sharp turnaround to profitability for the quarter ended March 31, 2026. Total revenues rose to $106.5 million from $41.1 million a year earlier, driven mainly by higher collaborative arrangements revenue from LINZESS in the U.S. and abroad.

Net income reached $40.8 million versus a net loss of $37.4 million in the prior-year quarter, with diluted earnings per share improving to $0.24 from a loss of $0.23. Operating income was $72.6 million compared with a loss of $29.1 million, reflecting higher revenue and lower research and development, selling, general and administrative, and restructuring costs.

Ironwood ended the quarter with $220.5 million in cash and cash equivalents. Liabilities included a $200.0 million tranche of 1.50% convertible senior notes due 2026 and $385.0 million outstanding under a revolving credit facility, contributing to a stockholders’ deficit of $217.1 million. The company continues to focus on LINZESS commercialization and advancing apraglutide through late-stage clinical development for short bowel syndrome with intestinal failure.

Ironwood Pharmaceuticals reported a strong turnaround in the first quarter of 2026, with total revenue of $106,506 (thousands), up from $41,143 (thousands) a year earlier. GAAP net income was $40,773 (thousands) versus a prior-year loss, and adjusted EBITDA reached $76,671 (thousands).

Growth was driven by LINZESS, with U.S. net sales of $272,525 (thousands), reflecting 97% year-over-year growth and 5% demand growth. The company maintained 2026 guidance, including U.S. LINZESS net sales of $1.125–$1.175 billion and adjusted EBITDA above $300 million.

Ironwood highlighted a planned confirmatory Phase 3 trial of apraglutide in short bowel syndrome and an FDA priority review of a LINZESS sNDA in younger pediatric patients, with a PDUFA date set for May 24. Management expects strong first-quarter revenue to support repayment of 2026 convertible notes at maturity in June.

Ironwood Pharmaceuticals is asking stockholders to approve four items at its virtual 2026 annual meeting on June 16, 2026 at 9:00 a.m. Eastern. Investors will vote on electing eight directors to one‑year terms, an advisory say‑on‑pay vote, and ratifying KPMG LLP as 2026 auditors.

A key proposal seeks to amend the Amended and Restated 2019 Equity Incentive Plan to add 10,000,000 more shares for equity awards. The proxy describes a largely independent board, detailed committee structure, director fees and stock‑based retainers, and a pay‑for‑performance program using cash bonuses and PSU/RSU equity tied to total stockholder return.

Bank of America Corporation reports beneficial ownership of 9,962,355 shares (Class A Common Stock) of Ironwood Pharmaceuticals, representing 6.1% of the class. The calculation references 163,058,316 shares outstanding as disclosed in the issuer's Form 10-K as of January 31, 2026. The filing (Schedule 13G/A) was submitted on behalf of Bank of America and certain wholly owned subsidiaries, including BofA Securities, Inc., Bank of America N.A., and Merrill Lynch International.

The Vanguard Group filed Amendment No. 5 to Schedule 13G/A reporting zero beneficial ownership of Ironwood Pharmaceuticals Inc. common stock. The filing states an internal realignment effective January 12, 2026 resulted in certain Vanguard subsidiaries reporting separately, and Vanguard no longer reports beneficial ownership of those subsidiary holdings.

The amendment identifies The Vanguard Group as the filer and shows 0 shares and 0% ownership; the form is signed by Ashley Grim on 03/27/2026.

Sarissa Capital Management LP and Alexander J. Denner filed Amendment No. 4 to their Schedule 13D for Ironwood Pharmaceuticals. The filing reports that Sarissa Capital may be deemed to beneficially own 9,188,635 shares, or approximately 5.6% of Ironwood’s Class A common stock.

Dr. Denner may be deemed to beneficially own 9,444,944 shares, representing about 5.8% of the outstanding shares, including those held through Sarissa-managed funds and those he holds directly as a director. On March 17, 2026, Sarissa Funds sold 6,725,000 shares at a weighted average price of $3.0501 per share and 5,800 shares at $3.3084 per share, for aggregate proceeds of $20,511,923 and $19,189, respectively.

On the same date, Dr. Denner was granted 4,451 shares in his capacity as a director of Ironwood. The filing states that, other than these transactions, no other transactions in the shares were effected by the reporting persons during the prior 60 days as of the afternoon of March 19, 2026.