DENNER ALEXANDER J 4

What Happened Alexander J. Denner, a director of Ironwood Pharmaceuticals (and CIO of Sarissa Capital), reported a large sale and a small director award. On March 17, 2026 he disposed of 6,725,000 shares at $3.05 each ($20,511,250) and 5,800 shares at $3.31 each ($19,198), for total proceeds of approximately $20,530,448. He also received a grant of 4,451 shares on March 13, 2026 under Ironwood’s Non-employee Director Compensation Policy (issued at $0.00 in the filing).

Key Details

• Transaction dates and prices:
  • 2026-03-13: Award of 4,451 shares (listed as $0.00; issued under director compensation policy).
  • 2026-03-17: Sale of 6,725,000 shares at $3.05 (proceeds $20,511,250).
  • 2026-03-17: Sale of 5,800 shares at $3.31 (proceeds $19,198).
• Total shares sold: 6,730,800; total reported proceeds ≈ $20,530,448.
• Shares owned after the reported transactions: not specified in the filing.
• Footnotes:
  • F1: Award issued pursuant to Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy (effective Jan 1, 2024).
  • F2: The sold shares consist of shares held by Sarissa Capital Management LP or its funds; Denner is CIO and may be deemed to indirectly beneficially own those fund-held shares, though a disclaimer of direct beneficial ownership is included.
• Filing/timeliness: Report filed 2026-03-17 covering transactions dated 2026-03-13–03-17; filing appears timely under Section 16 reporting rules.
• Remarks: Exhibit 24 (Power of Attorney) attached.

Context

• The large sale appears to be of shares held by Sarissa-managed funds (per footnote), meaning the transaction may reflect fund-level trading rather than a personal cash-in by the director. The small award is a routine non-employee director grant under the company’s compensation policy.
• Sales by insiders can be routine (or driven by outside investment decisions when funds are involved); filings are factual disclosures and do not, by themselves, indicate the director’s view of the company’s prospects.