Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-34620 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware 04-3404176 (St ...

Leading in GI through Growth and Innovation J.P. Morgan Healthcare Conference January 12, 2022 PRESENTED BY Tom McCourt, CEO Ironwood Pharmaceuticals, Inc. Safe Harbor Statement 2 This presentation contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about our ability to execute on our vision and mission; our strategy, business, financial position and operations, including with respect to maximizing LINZESS® (linac ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34620 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) (State or oth ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34620 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) (State or other ju ...

FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 100 Summer Street, Suite 2300 Boston, Massachusetts 02110 (Address of Principal Executive Offices) (Zip Code) (617) 621-7722 (Registrant's telephone number, including area code) For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT O ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Registrant's telephone number, including area code) 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 | Securities registered pursuant to Section 12(g) of the Act: None Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION ...

PART I — FINANCIAL INFORMATION [Item 1. Financial Statements](index=7&type=section&id=Item%201.%20Financial%20Statements) The unaudited condensed consolidated financial statements detail the company's financial position, operations, and cash flows for the specified periods Condensed Consolidated Balance Sheet (in thousands) | | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **Total Current Assets** | $433,317 | $306,852 | | **Total Assets** | **$492,324** | **$402,748** | | **Total Current Liabilities** | $32,901 | $40,929 | | **Total Liabilities** | $486,420 | $496,000 | | **Total Stockholders' Equity (Deficit)** | $5,904 | $(93,251) | | **Total Liabilities and Stockholders' Equity (Deficit)** | **$492,324** | **$402,748** | Condensed Consolidated Statement of Operations (in thousands) | | Three Months Ended Sep 30, 2020 | Three Months Ended Sep 30, 2019 | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | :--- | :--- | | **Total Revenues** | $103,468 | $131,167 | $272,843 | $302,112 | | **Total Cost and Expenses** | $57,852 | $65,280 | $181,287 | $231,582 | | **Income from Operations** | $45,616 | $65,887 | $91,556 | $70,530 | | **Net Income (Loss)** | **$34,423** | **$20,648** | **$62,972** | **$(26,353)** | | **Diluted EPS from Continuing Operations** | $0.21 | $0.13 | $0.39 | $0.07 | Condensed Consolidated Statement of Cash Flows (in thousands) | | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | $117,323 | $(16,855) | | **Net cash used in investing activities** | $(1,814) | $(8,483) | | **Net cash provided by (used in) financing activities** | $15,022 | $(7,632) | | **Net increase (decrease) in cash** | $130,531 | $(32,970) | | **Cash, cash equivalents and restricted cash, end of period** | **$309,775** | **$147,878** | [Note 1. Nature of Business](index=11&type=section&id=1.%20Nature%20of%20Business) The company operates as a GI-focused healthcare entity, commercializing LINZESS® and managing key strategic partnerships - The company's primary commercial product is **LINZESS® (linaclotide)**, indicated for Irritable Bowel Syndrome with Constipation (IBS-C) and Chronic Idiopathic Constipation (CIC)[28](index=28&type=chunk) - Key partnerships for linaclotide include **AbbVie (North America, Europe, etc.), Astellas (Japan), and AstraZeneca (China)**[29](index=29&type=chunk)[30](index=30&type=chunk)[31](index=31&type=chunk) - Development of **IW-3718 for refractory GERD was discontinued** following a Phase III trial's failure to meet its primary endpoint, resulting in a workforce reduction of approximately 100 employees[33](index=33&type=chunk)[34](index=34&type=chunk) - Development of **MD-7246**, a delayed-release formulation of linaclotide, was discontinued after a Phase II trial failed to meet its primary and key secondary endpoints[35](index=35&type=chunk) [Note 4. Collaboration, License, Promotion and Other Commercial Agreements](index=23&type=section&id=4.%20Collaboration%2C%20License%2C%20Promotion%20and%20Other%20Commercial%20Agreements) Collaborative arrangement revenue is detailed, primarily driven by the AbbVie partnership for LINZESS® Collaborative Arrangements Revenue and Sale of API (in thousands) | Partner/Agreement | Nine Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2019 | | :--- | :--- | :--- | | **Collaborative Revenue** | | | | AbbVie (North America) | $259,571 | $225,390 | | AstraZeneca (China) | $650 | $32,401 | | Astellas (Japan) | $1,495 | $10,059 | | Alnylam (GIVLAARI) | $3,105 | $722 | | **Total Collaborative Revenue** | **$267,336** | **$273,998** | | **Sale of API** | | | | Astellas (Japan) | $0 | $27,468 | | AstraZeneca (China) | $5,507 | $646 | | **Total Sale of API** | **$5,507** | **$28,114** | - Under the AbbVie collaboration for North America, Ironwood shares equally in the net profits or losses from LINZESS sales in the U.S, generating **$257.9 million in revenue for Ironwood** for the nine months ended Sep 30, 2020[87](index=87&type=chunk)[91](index=91&type=chunk) - In August 2019, the license agreement with Astellas was amended, and Ironwood is **no longer responsible for supplying linaclotide API to Astellas** in Japan beginning in Q4 2020[104](index=104&type=chunk)[105](index=105&type=chunk) - In September 2019, the collaboration with AstraZeneca was amended, granting AstraZeneca exclusive rights in China, and Ironwood recognized **$32.4 million in revenue** at contract inception in 2019[110](index=110&type=chunk)[117](index=117&type=chunk) [Note 8. Notes Payable](index=49&type=section&id=8.%20Notes%20Payable) The company holds significant debt through three series of convertible senior notes totaling $424.5 million in net carrying amount Convertible Senior Notes Balances (in thousands) | Note Series | Principal | Unamortized Discount & Costs | Net Carrying Amount (Sep 30, 2020) | | :--- | :--- | :--- | :--- | | 2022 Convertible Notes | $120,699 | N/A | Part of Total | | 2024 Convertible Notes | $200,000 | N/A | Part of Total | | 2026 Convertible Notes | $200,000 | N/A | Part of Total | | **Total** | **$520,699** | **$(96,160)** | **$424,539** | Total Interest Expense on Convertible Notes (in thousands) | | Three Months Ended Sep 30, 2020 | Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | Contractual interest expense | $1,803 | $5,412 | | Amortization of debt discount & issuance costs | $5,616 | $16,545 | | **Total interest expense** | **$7,419** | **$21,957** | - To minimize dilution from the 2022 Convertible Notes, the company entered into **Convertible Note Hedges and sold Note Hedge Warrants**, accounted for as derivative assets and liabilities[184](index=184&type=chunk)[185](index=185&type=chunk)[189](index=189&type=chunk) - In connection with the 2024 and 2026 notes, the company entered into **Capped Call transactions to reduce potential dilution**, which are classified in stockholders' equity[190](index=190&type=chunk)[191](index=191&type=chunk)[193](index=193&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=62&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, strategic updates including program discontinuations, and the manageable impacts of COVID-19 [Overview](index=62&type=section&id=MD%26A%20Overview) The company focuses on its primary GI product LINZESS after discontinuing two development programs amid the COVID-19 pandemic - The company is **discontinuing development of IW-3718 (refractory GERD) and MD-7246 (IBS-D)** based on negative clinical trial data[210](index=210&type=chunk)[213](index=213&type=chunk) - A **workforce reduction of approximately 100 full-time employees** is planned for Q4 2020 following the discontinuation of IW-3718[210](index=210&type=chunk)[212](index=212&type=chunk) Recent Financial Performance (in millions) | Period | Net Income (Loss) | | :--- | :--- | | Q3 2020 | $34.4 | | Nine Months 2020 | $63.0 | | Full Year 2019 | $21.5 | - The COVID-19 pandemic has resulted in changes to business operations and impacted financial results, with the **full extent and duration of the impact remaining uncertain**[222](index=222&type=chunk) [Results of Operations](index=76&type=section&id=Results%20of%20Operations) Q3 2020 revenue decreased due to prior-year one-time payments, offset by lower operating expenses and increased LINZESS profits Revenue Comparison (in thousands) | Revenue Source | Q3 2020 | Q3 2019 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | Collaborative arrangements | $103,468 | $130,524 | $(27,056) | (21)% | | Sale of API | $0 | $643 | $(643) | (100)% | | **Total Revenues** | **$103,468** | **$131,167** | **$(27,699)** | **(21)%** | - The decrease in Q3 collaborative revenue was mainly due to a **$32.4 million payment from AstraZeneca** and a **$10.0 million payment from Astellas**, both recognized in Q3 2019[268](index=268&type=chunk) Cost and Expense Comparison (in thousands) | Expense Category | Q3 2020 | Q3 2019 | Change $ | Change % | | :--- | :--- | :--- | :--- | :--- | | Research and development | $21,692 | $27,551 | $(5,859) | (21)% | | Selling, general and administrative | $34,928 | $40,919 | $(5,991) | (15)% | | **Total Cost and Expenses** | **$57,852** | **$65,280** | **$(7,428)** | **(11)%** | - The decrease in R&D expense was primarily due to **lower external development costs for IW-3718 and linaclotide**, while the SG&A decrease was due to a **$6.8 million reduction in separation costs**[274](index=274&type=chunk)[277](index=277&type=chunk) - Other expense, net, improved significantly, largely because the 2019 period included a **$31.0 million loss on extinguishment of debt**[281](index=281&type=chunk)[287](index=287&type=chunk) [Liquidity and Capital Resources](index=83&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash position increased significantly due to strong operating cash flow, ensuring sufficient liquidity for the next year - Cash and cash equivalents stood at **$307.6 million** as of September 30, 2020[291](index=291&type=chunk) - Net cash provided by operating activities was **$117.3 million** for the nine months ended September 30, 2020, primarily due to profitable operations driven by LINZESS sales in the U.S[292](index=292&type=chunk) - Management believes that cash on hand as of September 30, 2020 will be **sufficient to meet projected operating needs for at least the next twelve months**[299](index=299&type=chunk) - The company's primary sources of liquidity have been **equity and debt financings, and payments from collaborative arrangements**[297](index=297&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=89&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) Primary market risks stem from equity price volatility linked to convertible senior notes, with minimal interest rate and currency risk - **Interest rate risk is low** due to short-term investments and fixed-rate debt, and an immediate 1% change in interest rates would not have a material effect[318](index=318&type=chunk)[320](index=320&type=chunk) - **Equity price risk stems from the convertible senior notes** (2022, 2024, 2026), as their fair value and potential conversion are tied to the company's stock price[321](index=321&type=chunk)[325](index=325&type=chunk) - The company uses **Convertible Note Hedges and Capped Calls to reduce potential dilution** from its convertible notes, with the value of these derivatives also linked to the stock price[323](index=323&type=chunk)[327](index=327&type=chunk) - **Foreign currency risk is not significant**[328](index=328&type=chunk) [Item 4. Controls and Procedures](index=93&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective with no material changes to internal controls during the quarter - The principal executive officer and principal financial officer concluded that the company's **disclosure controls and procedures were effective** as of the end of the period[330](index=330&type=chunk)[332](index=332&type=chunk) - **No changes in internal control over financial reporting** occurred during the quarter that materially affected, or were reasonably likely to materially affect, these controls[333](index=333&type=chunk)[334](index=334&type=chunk) PART II — OTHER INFORMATION [Item 1A. Risk Factors](index=95&type=section&id=Item%201A.%20Risk%20Factors) Significant risks include COVID-19 impacts, dependency on LINZESS, partner reliance, and intellectual property challenges [Risks Related to the COVID-19 Pandemic](index=95&type=section&id=Risks%20Related%20to%20the%20COVID-19%20Pandemic) The COVID-19 pandemic presents risks to operations, sales promotion, clinical trials, and manufacturing supply chains - Limitations on in-person sales calls and a shift to virtual customer support due to COVID-19 may **fundamentally change the commercial model and could impact LINZESS sales**[338](index=338&type=chunk)[340](index=340&type=chunk) - The pandemic has **impacted clinical trial enrollment**, specifically for the now-discontinued IW-3718 program, and could affect future trials[342](index=342&type=chunk) - Negative impacts on the U.S. economy could lead to changes in patient insurance coverage, **potentially harming LINZESS revenue**[338](index=338&type=chunk) [Risks Related to Our Business and Industry](index=97&type=section&id=Risks%20Related%20to%20Our%20Business%20and%20Industry) Business risks include high dependency on LINZESS, reliance on partners for manufacturing, and intense market competition - The company is **highly dependent on the commercial success of LINZESS** in the U.S. for the foreseeable future[344](index=344&type=chunk) - The company has **no internal manufacturing capabilities** and relies on contract manufacturers and partners, making it vulnerable to supply chain disruptions and quality issues[355](index=355&type=chunk)[356](index=356&type=chunk) - LINZESS competes with other prescription therapies such as **AMITIZA, TRULANCE, MOTEGRITY, and ZELNORM**[398](index=398&type=chunk) - The **discontinuation of development for MD-7246 and IW-3718** highlights the significant setbacks and uncertainties in clinical development[421](index=421&type=chunk) [Risks Related to Intellectual Property](index=133&type=section&id=Risks%20Related%20to%20Intellectual%20Property) The company's success depends on protecting LINZESS patents from challenges by generic drug manufacturers - The company's success depends on **maintaining patent protection for LINZESS**, with its main patent expiring in 2026[449](index=449&type=chunk)[451](index=451&type=chunk) - The company has received **Paragraph IV certification notices for ANDAs** filed by generic drug manufacturers seeking to market generic versions of LINZESS[457](index=457&type=chunk)[462](index=462&type=chunk) - The company has **filed and settled patent infringement lawsuits against five generic companies** and expects future litigation, which could materially harm the business[462](index=462&type=chunk)[464](index=464&type=chunk) [Risks Related to Our Finances and Capital Requirements](index=137&type=section&id=Risks%20Related%20to%20Our%20Finances%20and%20Capital%20Requirements) The company faces financial risks from its history of losses, substantial debt, and potential need for future funding - As of September 30, 2020, the company had an **accumulated deficit of approximately $1.5 billion**, despite recent profitability[470](index=470&type=chunk) - The company has approximately **$520.7 million in total principal debt** from its Convertible Senior Notes, which could limit financial flexibility[476](index=476&type=chunk) - The ability to make interest and principal payments on debt is **highly dependent on receiving payments from the AbbVie collaboration** for LINZESS sales[475](index=475&type=chunk)

(Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q 100 Summer Street, Suite 2300 Boston, Massachusetts 02110 (Address of Principal Executive Offices) (Zip Code) (617) 621-7722 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 Washington, D.C. 20549 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-34620 IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) (State or other j ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR IRONWOOD PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 04-3404176 (I.R.S. Employer Identification Number) 100 Summer Street, Suite 2300 Boston, Massachusetts (Addre ...