Ironwood Pharmaceuticals reports a 9.85% beneficial stake held by Armistice Capital and Steven Boyd. The filing shows 16,025,000 shares of Class A common stock as beneficially owned as of 12/31/2025, with 16,025,000 shares of shared voting power and shared dispositive power.
The statement filed jointly and signed 02/17/2026 attributes ownership to Armistice Capital as investment manager of Armistice Capital Master Fund Ltd.; the Master Fund is identified as the direct holder.
Positive
None.
Negative
None.
Insights
Armistice holds a near-10% position with shared voting and disposition rights.
The filing records 16,025,000 shares representing 9.85% of Ironwood Class A common stock as of 12/31/2025. The disclosure attributes voting and investment authority to Armistice Capital under an investment management agreement with the Master Fund.
Key dependencies include any changes to the Investment Management Agreement or transfers by the Master Fund; subsequent amendments or Schedule 13D filings would change the public disclosure of intent or control.
The amendment is a routine beneficial ownership disclosure under Schedule 13G/A with a joint filing signature.
The document is a joint Schedule 13G/A amendment signed 02/17/2026, naming Armistice Capital, LLC and Steven Boyd and stating the Master Fund as the direct holder. It includes detailed voting and dispositive power figures: 0 sole power and 16,025,000 shared power entries.
Filing compliance hinges on whether the position remains passive; any change in intent or acquisition activity could require conversion to a Schedule 13D and updated disclosures.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
IRONWOOD PHARMACEUTICALS INC
(Name of Issuer)
Class A common stock, $0.001 par value
(Title of Class of Securities)
46333X108
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
46333X108
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,025,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,025,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,025,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.85 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
46333X108
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
16,025,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
16,025,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
16,025,000.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.85 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
IRONWOOD PHARMACEUTICALS INC
(b)
Address of issuer's principal executive offices:
9,468,000 SUMMER STREET, SUITE 2300, BOSTON, MA, 02110
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Class A common stock, $0.001 par value
(e)
CUSIP No.:
46333X108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
16,025,000
(b)
Percent of class:
9.85 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
16,025,000
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
16,025,000
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
02/17/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
02/17/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 17, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
What stake does Armistice Capital report in Ironwood (IRWD)?
Armistice Capital and Steven Boyd report beneficial ownership of 16,025,000 shares, equal to 9.85% of Ironwood Class A common stock as of 12/31/2025. The Master Fund is named as the direct holder.
Who holds voting and dispositive power over the reported IRWD shares?
The filing states 0 shares of sole voting/dispositive power and 16,025,000 shares of shared voting and dispositive power, attributed to Armistice Capital under its investment management agreement.
When was the Schedule 13G/A amendment signed for IRWD?
The joint Schedule 13G/A amendment was signed on 02/17/2026 and reports the position as of 12/31/2025, per the filing's ownership and signature blocks.
Is the direct holder of the IRWD shares identified in the filing?
Yes. The filing identifies Armistice Capital Master Fund Ltd. as the direct holder and states Armistice Capital is the investment manager exercising voting and investment power over those securities.
Does the Master Fund claim beneficial ownership of the reported IRWD shares?
The Master Fund is identified as the direct holder but the filing states the Master Fund "specifically disclaims beneficial ownership" due to its inability to vote or dispose of the securities under the Investment Management Agreement.
