Form 4: Director Denner Boosts Ironwood Stake with Stock Grant
Insider Transaction Report
Alexander J. Denner, a Director and 10% owner of Ironwood Pharmaceuticals Inc., received a grant of 4,178 shares of Class A Common Stock.
Summary
- Alexander J. Denner, a Director and 10% owner of Ironwood Pharmaceuticals Inc. (IRWD), acquired 4,178 shares of Class A Common Stock.
- The transaction occurred on December 15, 2025, and the shares were acquired at a price of $0.
- This acquisition was made pursuant to the company's Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.
- Following this transaction, Dr. Denner directly beneficially owns 251,858 shares of Class A Common Stock.
- Additionally, Dr. Denner indirectly beneficially owns 15,919,435 shares through Sarissa Capital Management LP and its associated funds, where he serves as Chief Investment Officer.
Sentiment
Score: 7
Explanation: The filing indicates an increase in direct beneficial ownership by a key director and 10% owner, which can be viewed positively as it aligns management's interests with shareholders. The transaction is a grant, not a purchase, which is a standard compensation practice.
Positives
- A director and significant shareholder, Alexander J. Denner, increased his direct beneficial ownership in Ironwood Pharmaceuticals Inc. by 4,178 shares.
- The grant of shares aligns with the company's non-employee director compensation policy, indicating standard corporate governance practices.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Policy | Shares were issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. | 01/01/2024 | This indicates a structured approach to compensating non-employee directors, aligning their interests with long-term company performance through equity grants. |
Related Party Transactions
- Alexander J. Denner, a Director and 10% owner, is also the Chief Investment Officer of Sarissa Capital Management LP, which indirectly beneficially owns 15,919,435 shares of Ironwood Pharmaceuticals Inc. through various funds. Dr. Denner disclaims beneficial ownership of these shares except to the extent of his pecuniary interest.
Stakeholder Impact
- Shareholders: Increased alignment of a significant director's interests with shareholders through equity ownership.
- Management: The non-employee director compensation policy provides equity incentives, aligning director interests with company performance.
Key Dates
| Date | Description |
|---|---|
| 01/01/2024 | Effective date of the Second Amended and Restated Non-employee Director Compensation Policy. |
| 12/15/2025 | Date of transaction where Alexander J. Denner acquired Class A Common Stock. |
| 12/17/2025 | Date of signing for the Form 4 filing. |
Keywords
Ironwood Pharmaceuticals, IRWD, Alexander Denner, Sarissa Capital Management, Director Compensation, Stock Grant, Beneficial Ownership, SEC Form 4, Insider Transaction
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