What happened to the capped call transactions related to Ironwood (IRWD) 2026 notes?

The capped call transactions associated with the 2026 convertible notes terminated upon expiry. These derivative contracts were entered into when the notes were issued and, with the notes maturing and being repaid, the related capped call arrangements also ended on their scheduled expiry.

Ironwood repays $200M 2026 convertible notes

Q: What debt did Ironwood Pharmaceuticals (IRWD) repay in this 8-K?

Ironwood Pharmaceuticals repaid in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026. The notes reached their scheduled maturity on June 15, 2026, and the company satisfied the entire principal outstanding.

Q: Does Ironwood’s repayment of the 2026 convertible notes cause shareholder dilution?

The repayment did not cause dilution because no conversions were exercised by noteholders. Ironwood used cash on hand to repay the $200.0 million principal, and the notes matured without being converted into shares, so outstanding equity was unchanged by this event.

Ironwood Pharmaceuticals, Inc. reported that on June 15, 2026 it repaid in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026 at their scheduled maturity.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)How Sentiment works

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Form Type

8-K

Rhea-AI Filing Summary

Ironwood Pharmaceuticals, Inc. reported that on June 15, 2026 it repaid in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026 at their scheduled maturity. The repayment was funded entirely from available cash on hand.

No noteholders elected to convert the 2026 convertible notes into equity, and the capped call transactions entered into in connection with the original issuance of these notes terminated upon expiry.

Insights

Ironwood retires $200M of 2026 convertible debt using cash on hand.

Ironwood Pharmaceuticals has fully repaid its 1.50% convertible senior notes due 2026, settling the $200.0 million aggregate principal at scheduled maturity from available cash. This removes a dated convertible instrument from the balance sheet.

No holders chose to convert the notes, so equity was not issued in connection with maturity. The associated capped call transactions terminated upon expiry, simplifying derivative exposure. Overall impact is primarily on capital structure and interest costs, with no immediate dilution.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Convertible notes principal: $200.0 million aggregate principal Coupon rate: 1.50% Repayment date: June 15, 2026

3 metrics

Convertible notes principal $200.0 million aggregate principal 1.50% convertible senior notes due 2026 repaid at maturity

Coupon rate 1.50% Interest rate on convertible senior notes due 2026

Repayment date June 15, 2026 Date Ironwood repaid 2026 convertible notes at scheduled maturity

Key Terms

convertible senior notes, aggregate principal amount, capped call transactions

3 terms

convertible senior notes financial

"repayed in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

aggregate principal amount financial

"repaid in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026"

The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.

capped call transactions financial

"the capped call transactions the Company has separately entered into in connection with the issuance of the 2026 Convertible Notes terminated"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What debt did Ironwood Pharmaceuticals (IRWD) repay in this 8-K?

Ironwood Pharmaceuticals repaid in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026. The notes reached their scheduled maturity on June 15, 2026, and the company satisfied the entire principal outstanding.

How did Ironwood Pharmaceuticals (IRWD) fund the repayment of its 2026 convertible notes?

Ironwood funded the repayment of its 2026 convertible notes using available cash on hand. This means the company did not issue new debt or equity in this event, but instead used existing cash resources to retire the $200.0 million principal balance.

Were any of Ironwood Pharmaceuticals’ 2026 convertible notes converted into shares?

No, none of Ironwood’s 2026 convertible notes were converted into equity. The filing states that no conversions were exercised by holders of the 2026 convertible notes, so the entire $200.0 million principal was repaid in cash at maturity instead.

Does Ironwood’s repayment of the 2026 convertible notes cause shareholder dilution?

The repayment did not cause dilution because no conversions were exercised by noteholders. Ironwood used cash on hand to repay the $200.0 million principal, and the notes matured without being converted into shares, so outstanding equity was unchanged by this event.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/15/2026 - 04:05 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to

Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):

June 15, 2026

IRONWOOD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34620	04-3404176
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification Number)

100 Summer Street, Suite 2300
Boston, Massachusetts				02110
(Address of principal				(Zip code)
executive offices)

(617) 621-7722

(Registrant’s telephone number,

including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, $0.001 par value	IRWD	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01 Other Events.

On June 15, 2026, Ironwood Pharmaceuticals, Inc. (the “Company”) repaid in full the $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026 (the “2026 Convertible Notes”) at their scheduled maturity. The Company funded the repayment of the outstanding aggregate principal amount of the 2026 Convertible Notes using proceeds from available cash on hand. No conversions were exercised by holders of the 2026 Convertible Notes, and the capped call transactions the Company has separately entered into in connection with the issuance of the 2026 Convertible Notes terminated upon expiry.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Ironwood Pharmaceuticals, Inc.

Dated: June 15, 2026	By:	/s/ Ronald Silver
		Name: Ronald Silver
		Title: Interim Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Ironwood repays $200M 2026 convertible notes

Rhea-AI Filing Summary