IRONWOOD PHARMACEUTICALS INC 10-K

Item 5. Market for Registrant’s Common Equit y, Related Stockholder Matters and Issuer Purchases of Equity Securities Shares of our Class A Common Stock are traded on the Nasdaq Global Select Market under the symbol “IRWD.” Our shares have been publicly traded since February 3, 2010. As of January 31, 2022, there were 42 stockholders of record of our Class A Common Stock. The number of record holders is based upon the actual number of holders registered on the books of the company at such date and does not include holders of shares in “street names” or persons, partnerships, associations, corporations or other entities identified in security position listings maintained by depositories. Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of Class A Common Stock are entitled to share equally in any dividends that our board of directors may determine to issue from time to time. In the event a dividend is paid in the form of shares of common stock or rights to acquire shares of common stock, the holders of Class A Common Stock will receive Class A Common Stock, or rights to acquire Class A Common Stock, as the case may be. We have never declared or paid any cash dividends on our capital stock, and we do not currently anticipate declaring or paying cash dividends on our capital stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance operations and stock repurchases. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and covenants and other factors that our board of directors may deem relevant. The information required to be disclosed by Item 201(d) of Regulation S-K, “Securities Authorized for Issuance Under Equity Compensation Plans,” is referenced under Item 12 of Part III of this Annual Report on Form 10-K. Corporate Performance Graph The following performance graph and related information shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended, or the Securities Act, except to the extent that we specifically incorporate it by reference into such filing. On April 1, 2019, we completed the separation, or the Separation, of our soluble guanylate cyclase, or sGC, business, and certain other assets and liabilities, into a separate, independent publicly traded company, Cyclerion Therapeutics, Inc., or Cyclerion. The Separation was effected by means of a distribution of all the outstanding shares of common stock, with no par value, of Cyclerion, through a dividend of Cyclerion’s common stock to our stockholders of record as of the close of business on March 19, 2019. The following graph compares the performance of our Class A Common Stock to the Nasdaq Benchmark TR Index (U.S.) and to the Nasdaq Biotechnology Index (U.S.) from December 31, 2016 through December 31, 2021. The comparison assumes $100 was invested after the market closed on December 31, 2016 in our Class A Common Stock and in each of the presented indices, and it assumes reinvestment of dividends, if any (other than any Cyclerion common stock distributed in connection with the Separation). Total returns reflected in the following graph for periods prior to the date of the Separation have been adjusted for the effect of the Separation to exclude the sGC business. 49 Table of Contents COMPARISON OF QUARTERLY CUMULATIVE TOTAL RETURN Among The Nasdaq U.S. Benchmark Index, the Nasdaq Biotechnology Index, and Ironwood Pharmaceuticals, Inc. ​ ​ Issuer Purchases of Equity Securities ​ In May 2021, our board of directors authorized a program to repurchase up to $150.0 million of our Class A Common Stock. Unless it is terminated or suspended prior to its expiration, the stock repurchase program will remain in effect until December 31, 2022. ​ The following table summarizes our Class A Common Stock repurchase activity during the three months ended December 31, 2021: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Period ​ Total Number of Shares Purchased ​ Average Price Paid Per Share ​ Total Number of Shares Purchased as Part of Publicly Announced Program (in thousands) ​ Dollar Value of Shares that May Yet Be Purchased (in thousands) October 1, 2021 - October 31, 2021 ​ — ​ $ — ​ $ — ​ $ 150,000 November 1, 2021 - November 30, 2021 ​ — ​ ​ — ​ ​ — ​ ​ 150,000 December 1, 2021 - December 31, 2021 ​ 2,357,000 ​ ​ 11.51 ​ ​ 2,357 ​ ​ 122,861 ​ ​ 2,357,000 ​ $ 11.51 ​ $ 2,357 ​ $ 122,861 ​ During the year ended December 31, 2021, we repurchased 2.4 million shares of our Class A Common Stock for $27.1 million at an average price of $11.51 per share. All shares repurchased under our share repurchase program will be retired. ​ ​ Item 6. Selected Financial Data ​ Reserved. ​ ​ ​ 50 Table of Contents