IRONWOOD PHARMACEUTICALS INC, 10-Q filed on 11/10/2025
Quarterly Report
v3.25.3
Document and Entity Information - $ / shares
 9 Months Ended
Sep. 30, 2025
Oct. 31, 2025
Cover [Abstract]    
Entity Central Index Key 0001446847  
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2025  
Document Transition Report false  
Securities Act File Number 001-34620  
Entity Registrant Name IRONWOOD PHARMACEUTICALS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 04-3404176  
Entity Address, Address Line One 100 Summer Street  
Entity Address, Address Line Two Suite 2300  
Entity Address, City or Town Boston  
Entity Address, State or Province MA  
Entity Address, Postal Zip Code 02110  
City Area Code 617  
Local Phone Number 621-7722  
Title of 12(b) Security Class A common stock, $0.001 par value  
Entity Listing, Par Value Per Share $ 0.001  
Trading Symbol IRWD  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   162,678,647
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2025  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.25.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 140,407 $ 88,559
Accounts receivable, net 120,370 81,886
Prepaid expenses and other current assets 13,066 11,923
Total current assets 273,843 182,368
Property and equipment, net 3,666 4,495
Operating lease right-of-use assets 9,775 11,028
Intangible assets, net 2,247 2,860
Deferred tax assets 101,687 144,234
Other assets 4,844 5,923
Total assets 396,062 350,908
Current liabilities:    
Accounts payable 1,613 2,127
Accrued research and development costs 3,528 6,681
Accrued expenses and other current liabilities 34,620 26,849
Current portion of operating lease liabilities 3,236 3,189
Current portion of convertible senior notes 199,506  
Total current liabilities 242,503 38,846
Convertible senior notes, net of current portion   198,988
Operating lease obligations, net of current portion 10,498 12,304
Revolving credit facility 385,000 385,000
Other liabilities 22,218 17,105
Commitments and contingencies (Note 9)
Stockholders' deficit:    
Class A Common Stock, $0.001 par value, 500,000,000 shares authorized and 162,678,647 shares issued and outstanding at September 30, 2025 and 500,000,000 shares authorized and 160,205,899 shares issued and outstanding at December 31, 2024 163 160
Additional paid-in capital 1,408,836 1,395,317
Accumulated deficit (1,671,442) (1,697,735)
Accumulated other comprehensive income (loss) (1,714) 923
Total stockholders' deficit (264,157) (301,335)
Total liabilities and stockholders' deficit $ 396,062 $ 350,908
v3.25.3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Sep. 30, 2025
Dec. 31, 2024
Preferred Stock    
Preferred stock, par value (in dollars per share) $ 0.001 $ 0.001
Preferred stock, shares authorized (in shares) 75,000,000 75,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common Stock    
Common stock, par value (in dollars per share) $ 0.001 $ 0.001
Common stock, shares authorized (in shares) 500,000,000 500,000,000
Common stock, shares issued (in shares) 162,678,647 160,205,899
Common stock, shares outstanding (in shares) 162,678,647 160,205,899
v3.25.3
Condensed Consolidated Statements of Income (Loss) - USD ($)
shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenues:        
Total revenues $ 122,060 $ 91,592 $ 248,442 $ 260,865
Revenue from Contract with Customer, Product and Service Collaborative arrangements revenue Collaborative arrangements revenue Collaborative arrangements revenue Collaborative arrangements revenue
Costs and expenses:        
Research and development $ 22,468 $ 29,827 $ 73,273 $ 86,030
Selling, general and administrative 21,908 36,113 62,963 110,682
Restructuring, net 2,200 16 20,509 2,520
Total costs and expenses 46,576 65,956 156,745 199,232
Income from operations 75,484 25,636 91,697 61,633
Other income (expense):        
Interest expense and other financing costs (8,434) (9,419) (24,860) (24,120)
Interest and investment income 930 1,152 2,617 3,690
Other 40   116  
Other income (expense), net (7,464) (8,267) (22,127) (20,430)
Income before income taxes 68,020 17,369 69,570 41,203
Income tax expense (27,940) (13,723) (43,277) (42,579)
Net income (loss) $ 40,080 $ 3,646 $ 26,293 $ (1,376)
Net income (loss) per share - basic (in dollars per share) $ 0.25 $ 0.02 $ 0.16 $ (0.01)
Net income (loss) per share - diluted (in dollars per share) $ 0.23 $ 0.02 $ 0.16 $ (0.01)
Weighted average shares used in computing net income (loss) per share - basic (in shares) 162,215 159,706 161,642 158,810
Weighted average shares used in computing net income (loss) per share - diluted (in shares) 177,764 160,232 177,057 158,810
v3.25.3
Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Net loss        
Net Income (Loss) $ 40,080 $ 3,646 $ 26,293 $ (1,376)
Other comprehensive income (loss), net of tax:        
Currency translation adjustment 312 (1,021) (2,637) 917
Defined benefit pension plan   (561)   62
Total other comprehensive income (loss), net of tax 312 (1,582) (2,637) 979
Comprehensive income (loss) $ 40,392 $ 2,064 $ 23,656 $ (397)
v3.25.3
Condensed Consolidated Statements of Stockholders' Deficit - USD ($)
$ in Thousands
Common Stock
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total
Balance at Dec. 31, 2023 $ 156 $ 1,355,195 $ (1,698,615) $ (3,031) $ (346,295)
Balance (in shares) at Dec. 31, 2023 156,354,238        
Increase (Decrease) in Stockholders' Equity (Deficit)          
Issuance of common stock related to share-based awards and employee stock purchase plan $ 3 10,058     10,061
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) 2,602,885        
Share-based compensation expense related to share-based awards and employee stock purchase plan   8,385     8,385
Taxes paid related to net share settlement of share-based awards   (616)     (616)
Net income (loss)     (4,162)   (4,162)
Other comprehensive income (loss), net of tax       2,109 2,109
Balance at Mar. 31, 2024 $ 159 1,373,022 (1,702,777) (922) (330,518)
Balance (in shares) at Mar. 31, 2024 158,957,123        
Balance at Dec. 31, 2023 $ 156 1,355,195 (1,698,615) (3,031) (346,295)
Balance (in shares) at Dec. 31, 2023 156,354,238        
Increase (Decrease) in Stockholders' Equity (Deficit)          
Net income (loss)         (1,376)
Balance at Sep. 30, 2024 $ 160 1,390,549 (1,699,991) (2,052) (311,334)
Balance (in shares) at Sep. 30, 2024 160,015,888        
Balance at Mar. 31, 2024 $ 159 1,373,022 (1,702,777) (922) (330,518)
Balance (in shares) at Mar. 31, 2024 158,957,123        
Increase (Decrease) in Stockholders' Equity (Deficit)          
Issuance of common stock related to share-based awards and employee stock purchase plan $ 1 749     750
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) 781,878        
Share-based compensation expense related to share-based awards and employee stock purchase plan   8,570     8,570
Taxes paid related to net share settlement of share-based awards   (121)     (121)
Net income (loss)     (860)   (860)
Other comprehensive income (loss), net of tax       452 452
Balance at Jun. 30, 2024 $ 160 1,382,220 (1,703,637) (470) (321,727)
Balance (in shares) at Jun. 30, 2024 159,739,001        
Increase (Decrease) in Stockholders' Equity (Deficit)          
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) 276,887        
Share-based compensation expense related to share-based awards and employee stock purchase plan   8,329     8,329
Net income (loss)     3,646   3,646
Other comprehensive income (loss), net of tax       (1,582) (1,582)
Balance at Sep. 30, 2024 $ 160 1,390,549 (1,699,991) (2,052) (311,334)
Balance (in shares) at Sep. 30, 2024 160,015,888        
Balance at Dec. 31, 2024 $ 160 1,395,317 (1,697,735) 923 $ (301,335)
Balance (in shares) at Dec. 31, 2024 160,205,899       160,205,899
Increase (Decrease) in Stockholders' Equity (Deficit)          
Issuance of common stock related to share-based awards and employee stock purchase plan $ 2 4     $ 6
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) 1,603,533        
Share-based compensation expense related to share-based awards and employee stock purchase plan   5,291     5,291
Net income (loss)     (37,386)   (37,386)
Other comprehensive income (loss), net of tax       (629) (629)
Balance at Mar. 31, 2025 $ 162 1,400,612 (1,735,121) 294 (334,053)
Balance (in shares) at Mar. 31, 2025 161,809,432        
Balance at Dec. 31, 2024 $ 160 1,395,317 (1,697,735) 923 $ (301,335)
Balance (in shares) at Dec. 31, 2024 160,205,899       160,205,899
Increase (Decrease) in Stockholders' Equity (Deficit)          
Net income (loss)         $ 26,293
Balance at Sep. 30, 2025 $ 163 1,408,836 (1,671,442) (1,714) $ (264,157)
Balance (in shares) at Sep. 30, 2025 162,678,647       162,678,647
Balance at Mar. 31, 2025 $ 162 1,400,612 (1,735,121) 294 $ (334,053)
Balance (in shares) at Mar. 31, 2025 161,809,432        
Increase (Decrease) in Stockholders' Equity (Deficit)          
Issuance of common stock related to share-based awards and employee stock purchase plan   88     88
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) 624,698        
Share-based compensation expense related to share-based awards and employee stock purchase plan   4,524     4,524
Net income (loss)     23,599   23,599
Other comprehensive income (loss), net of tax       (2,320) (2,320)
Balance at Jun. 30, 2025 $ 162 1,405,224 (1,711,522) (2,026) (308,162)
Balance (in shares) at Jun. 30, 2025 162,434,130        
Increase (Decrease) in Stockholders' Equity (Deficit)          
Issuance of common stock related to share-based awards and employee stock purchase plan $ 1       1
Issuance of common stock related to share-based awards and employee stock purchase plan (in shares) 244,517        
Share-based compensation expense related to share-based awards and employee stock purchase plan   3,612     3,612
Net income (loss)     40,080   40,080
Other comprehensive income (loss), net of tax       312 312
Balance at Sep. 30, 2025 $ 163 $ 1,408,836 $ (1,671,442) $ (1,714) $ (264,157)
Balance (in shares) at Sep. 30, 2025 162,678,647       162,678,647
v3.25.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Cash flows from operating activities:    
Net income (loss) $ 26,293 $ (1,376)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:    
Depreciation and amortization 1,421 1,526
Loss on disposal of property and equipment 92 75
Share-based compensation expense 13,427 25,284
Non-cash interest expense 1,250 1,489
Non-cash lease expense 1,253 1,156
Deferred income taxes 42,547 26,986
Changes in assets and liabilities:    
Accounts receivable, net (38,475) 52,920
Prepaid expenses and other current assets (719) (2,179)
Other assets 347 (971)
Accounts payable and accrued expenses 6,519 (14,456)
Accrued research and development costs (3,832) (11,923)
Operating lease liabilities (1,759) (1,614)
Other liabilities 4,105 11,418
Net cash provided by operating activities 52,469 88,335
Cash flows from investing activities:    
Purchases of property and equipment (35) (142)
Net cash used in investing activities (35) (142)
Cash flows from financing activities:    
Proceeds from exercise of stock options and employee stock purchase plan 94 10,810
Taxes paid related to net share settlement of share-based awards   (737)
Repayment of 2024 Convertible Notes   (200,000)
Proceeds from revolving credit facility   150,000
Repayments of revolving credit facility   (50,000)
Net cash provided by (used in) financing activities 94 (92,083)
Effect of exchange rate changes on cash, cash equivalents and restricted cash (680) (53)
Net increase (decrease) in cash and cash equivalents 51,848 (3,943)
Cash and cash equivalents, beginning of period 88,559 92,154
Cash and cash equivalents, end of period $ 140,407 $ 88,211
v3.25.3
Nature of Business
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Nature of Business

1. Nature of Business

​

Ironwood Pharmaceuticals, Inc. (“Ironwood” or the “Company”) is a biotechnology company developing and commercializing life-changing therapies for people living with gastrointestinal (“GI”) and rare diseases. The Company is focused on the development and commercialization of innovative GI product opportunities in areas of significant unmet need, leveraging its demonstrated expertise and capabilities in GI diseases.

​

LINZESS® (linaclotide), the Company’s commercial product, is the first product approved by the United States Food and Drug Administration (the “U.S. FDA”) in a class of GI medicines called guanylate cyclase type C agonists (“GC-C agonists”) and is indicated for the treatment of irritable bowel syndrome with constipation (“IBS-C”) in adults and pediatric patients 7 years of age and older, chronic idiopathic constipation (“CIC”) in adults, and functional constipation (“FC”) in pediatric patients ages 6-17 years-old. LINZESS is also available for the treatment of adults with IBS-C or CIC in Mexico, adults with IBS-C or chronic constipation in Japan, and adults with IBS-C in China. Linaclotide is available under the trademarked name CONSTELLA® for the treatment of adults with IBS-C or CIC and pediatric patients ages 6-17 years old with FC in Canada, and to adults with IBS-C in certain European countries.

​

The Company has strategic partnerships with leading pharmaceutical companies to support the development and commercialization of linaclotide throughout the world. The Company and its partner, AbbVie Inc. (together with its affiliates, “AbbVie”), began commercializing LINZESS in the U.S. in December 2012. Under the Company’s collaboration for North America with AbbVie, total net sales of LINZESS in the U.S., as recorded by AbbVie, are reduced by commercial costs incurred by each party, and the resulting amount is shared equally between the Company and AbbVie. Additionally, development costs are shared equally between the Company and AbbVie.

​

Outside of the U.S., the Company earns royalties as a percentage of net sales of products containing linaclotide as an active ingredient by the Company’s collaboration partners. AbbVie has an exclusive license from the Company to develop and commercialize linaclotide in all countries other than China (including Hong Kong and Macau), Japan and the countries and territories of North America (the “AbbVie License Territory”). In addition, AbbVie has exclusive rights to commercialize linaclotide in Canada as CONSTELLA and in Mexico as LINZESS. Astellas Pharma Inc. (“Astellas”), the Company’s partner in Japan, has an exclusive license to develop, manufacture, and commercialize linaclotide in Japan. AstraZeneca AB (together with its affiliates) (“AstraZeneca”), the Company’s partner in China, has the exclusive right to develop, manufacture, and commercialize products containing linaclotide in China (including Hong Kong and Macau) (the “AstraZeneca License Territory”).

​

Through the acquisition of VectivBio Holding AG (“VectivBio”) in June 2023 (the “VectivBio Acquisition”), the Company is advancing apraglutide, a next-generation, synthetic peptide long-acting analog of glucagon-like peptide-2, developed for short bowel syndrome (“SBS”) patients who are dependent on parenteral support (“PS”). The development of apraglutide is more fully described in Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, elsewhere in this Quarterly Report on Form 10-Q.

​

The Company has determined that its cash and cash equivalents on hand as of September 30, 2025, its expected cash inflows from operations and its borrowing capacity will be sufficient to meet its projected operating needs at least through the next twelve months from the issuance of these financial statements. The Company has short-term and long-term debt obligations, including convertible notes that mature in June 2026, which are disclosed in Note 8, Debt. There is no assurance the Company will have sufficient liquidity to meet its debt obligations when they become due.

​

The Company was incorporated in Delaware on January 5, 1998 as Microbia, Inc. On April 7, 2008, the Company changed its name to Ironwood Pharmaceuticals, Inc. To date, the Company has dedicated a majority of its activities to the research, development and commercialization of linaclotide, as well as to the research and development of its other product candidates.

​

​
v3.25.3
Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

​

Basis of Presentation

​

The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 (the “2024 Annual Report on Form 10-K”).

​

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of September 30, 2025, and the results of its operations for the three and nine months ended September 30, 2025 and 2024, its statements of stockholders’ deficit for the three and nine months ended September 30, 2025 and 2024, and its cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period.

​

Principles of Consolidation

​

The accompanying condensed consolidated financial statements as of September 30, 2025 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation, Ironwood Pharmaceuticals GmbH, VectivBio AG, and GlyPharma Therapeutic Inc. (“GlyPharma”). All intercompany transactions and balances are eliminated in consolidation.

​

Use of Estimates

​

The preparation of condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Estimates and assumptions in the condensed consolidated financial statements include those related to fair value of assets acquired and liabilities assumed in acquisitions; revenue recognition; accounts receivable; useful lives of long-lived assets; impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies; defined benefit pension liabilities and certain investment fund assets; and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

Summary of Significant Accounting Policies

​

The Company’s significant accounting policies are described in Note 2, Summary of Significant Accounting Policies, in the 2024 Annual Report on Form 10-K. During the three and nine months ended September 30, 2025, the Company did not adopt any additional significant accounting policies.

​

New Accounting Pronouncements

​

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as set forth below, the Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2025.

​

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The guidance in ASU 2023-09 improves the transparency of annual income tax disclosures by requiring greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Upon adoption, ASU 2023-09 may be applied prospectively or retrospectively. The Company adopted ASU 2023-09 on January 1, 2025 and is currently evaluating the impact that the adoption of ASU 2023-09 may have on its disclosures in its annual consolidated financial statements.

​

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The guidance in ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Upon adoption, ASU 2024-03 may be applied prospectively or retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on its disclosures in its condensed consolidated financial statements.

​

In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 2024-04”). The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is currently evaluating the impact that the adoption of ASU 2024-04 may have on its disclosures in its consolidated financial statements.

​

In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, (“ASU 2025-05”). The guidance in ASU 2025-05 amends ASC Topic 326, Financial Instruments—Credit Losses, to provide a practical expedient to simplify estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC Topic 606, Revenue from Contracts with Customers. The practical expedient, if elected, allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The standard is effective for annual fiscal years beginning after December 15, 2025 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. Entities that elect the practical expedient should apply the guidance prospectively. The Company is currently evaluating the impact that the adoption of ASU 2025-05 may have on its consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, (“ASU 2025-06”). The guidance in ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC Subtopic 350-40, Internal Use Software. The standard is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Entities may elect to apply the guidance prospectively, retrospectively, or through a modified prospective transition method. The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on its consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, (“ASU 2025-07”). The guidance in ASU 2025-07 expands the scope exceptions within ASC Topic 815, Derivatives and Hedging, to include certain nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract, including research and development funding arrangements. The standard is effective for annual fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2026, with early adoption permitted. Entities should apply the amendments either prospectively for contracts entered into

on or after the date of adoption or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings for contracts that exist as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impact that the adoption of ASU 2025-07 may have on its consolidated financial statements.

​

Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption.

 

 

 

 

 
v3.25.3
Net Income (Loss) Per Share
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Net Loss Per Share

3. Net Income (Loss) Per Share

​

The following table sets forth the computation of basic and diluted net income (loss) per common share (in thousands, except per share amounts):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2025

    

2024

​

2025

​

2024(1)

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

40,080

​

$

3,646

​

$

26,293

​

$

(1,376)

​

​

​

​

​

​

​

​

​

​

​

​

​

Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes

​

​

693

​

​

—

​

​

2,076

​

​

—

Numerator used in computing net income (loss) per share — diluted

​

$

40,773

​

$

3,646

​

$

28,369

​

$

(1,376)

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding used in computing net income (loss) per share — basic

​

​

162,215

​

​

159,706

​

​

161,642

​

​

158,810

Effect of dilutive securities:

​

​

​

​

​

​

​

​

​

​

​

​

Time-based restricted stock units

​

​

334

​

​

49

​

​

217

​

​

—

Performance-based restricted stock units

​

​

94

​

​

439

​

​

128

​

​

—

Restricted stock

​

​

132

​

​

21

​

​

81

​

​

—

Shares subject to issuance under Employee Stock Purchase Plan

​

​

55

​

​

17

​

​

55

​

​

—

2026 Convertible Notes assumed conversion

​

​

14,934

​

​

—

​

​

14,934

​

​

—

Dilutive potential common shares

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted

​

​

177,764

​

​

160,232

​

​

177,057

​

​

158,810

Net income (loss) per share — basic

​

$

0.25

​

$

0.02

​

$

0.16

​

$

(0.01)

Net income (loss) per share — diluted

​

$

0.23

​

$

0.02

​

$

0.16

​

$

(0.01)

 

(1) During the nine months ended September 30, 2024, the Company was in a net loss position. In fiscal periods with a net loss, basic and diluted earnings per share are identical because inclusion of potentially dilutive common shares would be anti-dilutive.

 

 

The outstanding securities set forth in the following table have been excluded from the computation of diluted weighted average shares outstanding, as applicable, as their effect would be anti-dilutive (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

​

2025

    

2024

Stock options

​

3,487

​

4,678

​

3,798

​

4,906

Time-based restricted stock units

​

5,367

​

5,327

​

5,632

​

1,994

Performance-based restricted stock units

​

—

​

—

​

—

​

66

2026 Convertible Notes

​

—

​

14,934

​

—

​

14,934

Total

 

8,854

 

24,939

​

9,430

 

21,900

 

 

There was no dilutive impact of the 2024 Convertible Notes (as defined below) for the nine months ended September 30, 2024 because the Company had elected prior to the beginning of the period to settle the conversion of

2024 Convertible Notes, if any, with a combination settlement of a cash payment equal to the principal value of converted notes and shares of Class A Common Stock equal to the conversion value in excess of the principal value, if any (Note 8). Accordingly, interest expense was not removed from the numerator and there was no calculated spread added to the denominator because the average market price of the Company’s Class A Common Stock during the period was not in excess of the conversion price.
v3.25.3
Collaboration, License, and Other Agreements
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Collaboration, License, and Other Agreements

4. Collaboration, License and Other Agreements

​

The Company has linaclotide collaboration agreements with AbbVie for North America and AstraZeneca for China (including Hong Kong and Macau), as well as linaclotide license agreements with Astellas for Japan and with AbbVie for the AbbVie License Territory. The following table provides amounts included in the Company’s condensed consolidated statements of income (loss) as collaborative arrangements revenue attributable to transactions from these and other agreements (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

Collaborative Arrangements Revenue

​

2025

    

2024

​

2025

    

2024

Linaclotide Collaboration and License Agreements:

​

​

​

​

​

​

​

​

​

​

​

​

AbbVie (North America)

​

$

120,466

​

$

89,426

​

$

246,285

​

$

254,035

AbbVie (Europe and other)

​

​

944

​

​

807

​

​

2,659

​

​

2,346

AstraZeneca (China, including Hong Kong and Macau)

​

​

77

​

​

91

​

​

239

​

​

286

Astellas (Japan)

​

​

423

​

​

413

​

​

1,224

​

​

1,200

Other Agreements:

​

​

​

​

​

​

​

​

​

​

​

​

Asahi Kasei Pharma Corporation (apraglutide)

​

​

150

​

​

633

​

​

(2,052)

​

​

1,902

Other

​

​

—

​

​

222

​

​

87

​

​

1,096

Total collaborative arrangements revenue

​

$

122,060

​

$

91,592

​

$

248,442

​

$

260,865

 

 

Accounts receivable, net, which is primarily related to collaborative arrangements revenue, was $120.4 million and $81.9 million as of September 30, 2025 and December 31, 2024, respectively. Accounts receivable, net, included $119.8 million and $81.3 million due from the Company’s partner, AbbVie, net of $2.7 million and $3.1 million of accounts payable, as of September 30, 2025 and December 31, 2024, respectively.

​

The Company routinely assesses the creditworthiness of its license and collaboration partners. The Company did not experience any material losses related to receivables from its license or collaboration partners during the three and nine months ended September 30, 2025 and 2024.

​

Linaclotide Agreements

​

Collaboration Agreement for North America with AbbVie

​

In September 2007, the Company entered into a collaboration agreement with AbbVie to develop and commercialize linaclotide for the treatment of IBS-C, CIC, and other GI conditions in North America. Under the terms of this collaboration agreement, the Company received an upfront licensing fee, equity investment, and development and regulatory milestones, and shares equally with AbbVie all development costs as well as net profits or losses from the development and sale of linaclotide in the U.S. In addition, the Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. AbbVie is solely responsible for the further development, regulatory approval and commercialization of linaclotide in those countries and funding any costs.

​

During the three and nine months ended September 30, 2025, the Company incurred $1.6 million and $4.8 million, respectively, in total research and development expenses under the linaclotide collaboration for North America. During the three and nine months ended September 30, 2024, the Company incurred $1.7 million and $5.2 million, respectively, in total research and development expenses under the linaclotide collaboration for North America. As a result of the research and development cost-sharing provisions of the linaclotide collaboration for North America, the Company incurred $1.4 million, and $4.1 million in incremental research and development costs during the three and nine months ended September 30, 2025, respectively, and incurred $2.0 million and $7.2 million in incremental research and development costs during the three and nine months ended September 30, 2024, respectively, to reflect the obligations of each party under the collaboration to bear 50% of the development costs incurred.

The Company and AbbVie began commercializing LINZESS in the U.S. in December 2012. The Company receives 50% of the net profits and bears 50% of the net losses from the commercial sale of LINZESS in the U.S. Net profits or net losses consist of net sales of LINZESS to third-party customers and sublicense income in the U.S. less the cost of goods sold as well as selling, general and administrative expenses. LINZESS net sales are calculated and recorded by AbbVie and may include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions.

The Company evaluated its linaclotide collaboration arrangement for North America and concluded that all development-period performance obligations had been satisfied as of September 2012. The Company has determined that there are three remaining commercial-period performance obligations, which include the sales detailing of LINZESS, participation in the joint commercialization committee, and approved additional trials. The consideration remaining includes cost reimbursements in the U.S. and net profit and loss sharing payments based on net sales in the U.S. Additionally, the Company receives royalties in the mid-teens percent based on net sales in Canada and Mexico. Royalties and net profit and loss sharing payments will be recorded as collaborative arrangements revenue or expense in the period earned, as these payments relate predominantly to the license granted to AbbVie. The Company records royalty revenue in the period earned based on royalty reports from its partner, if available, or based on the projected sales and historical trends. The cost reimbursements received from AbbVie during the commercialization period will be recognized as earned in accordance with the right-to-invoice practical expedient, as the Company’s right to consideration corresponds directly with the value of the services transferred during the commercialization period.

Under the Company’s linaclotide collaboration agreement for North America, LINZESS net sales are calculated and recorded by AbbVie and include gross sales net of discounts, rebates, allowances, sales taxes, freight and insurance charges, and other applicable deductions, as noted above. These amounts include the use of estimates and judgments, which could be adjusted based on actual results in the future. The Company records its share of the net profits or net losses from the sales of LINZESS in the U.S., less commercial expenses on a net basis, and presents the settlement payments to and from AbbVie as collaboration expense or collaborative arrangements revenue, as applicable. This treatment is in accordance with the Company’s revenue recognition policy, given that the Company is not the primary obligor and does not have the inventory risks in the collaboration agreement with AbbVie for North America. The Company relies on AbbVie to provide accurate and complete information related to net sales of LINZESS in accordance with U.S. generally accepted accounting principles in order to calculate its settlement payments to and from AbbVie and record collaboration expense or collaborative arrangements revenue, as applicable.

During the three and nine months ended September 30, 2024, the Company recognized a $5.0 million and $43.0 million reduction to collaboration revenue, respectively, as a result of changes in estimates of sales reserves and allowances associated with governmental and contractual rebates. Excluding the changes in estimates, net loss per share – basic and net loss per share – diluted would each have been $0.05 for the three months ended September 30, 2024, and would have been $0.19 and $0.17, respectively, for the nine months ended September 30, 2024.

​

The following table summarizes collaborative arrangements revenue from the linaclotide collaboration agreement for North America (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Collaborative arrangements revenue related to sales of LINZESS in the U.S.

​

$

119,646

​

$

88,886

​

$

244,098

​

$

252,016

Royalty revenue

​

 

820

 

​

540

​

 

2,187

​

​

2,019

Total collaborative arrangements revenue

​

$

120,466

​

$

89,426

​

$

246,285

​

$

254,035

 

 

The Company incurred an insignificant amount and $3.4 million in total selling, general and administrative costs related to the sale of LINZESS in the U.S. in accordance with the cost-sharing arrangement with AbbVie for the three and nine months ended September 30, 2025, respectively. The Company incurred $9.7 million and $29.3 million in total selling, general and administrative costs related to the sale of LINZESS in the U.S. in accordance with the cost-sharing arrangement with AbbVie for the three and nine months ended September 30, 2024, respectively.

​

​

In May 2014, CONSTELLA® became commercially available in Canada and, in June 2014, LINZESS became commercially available in Mexico. The Company records royalties on sales of CONSTELLA in Canada and LINZESS in Mexico in the period earned. The Company recognized $0.8 million and $2.2 million of combined royalty revenues

from Canada and Mexico during the three and nine months ended September 30, 2025, respectively. The Company recognized $0.5 million and $2.0 million of combined royalty revenues from Canada and Mexico during the three and nine months ended September 30, 2024, respectively.

​

License Agreement with AbbVie (All countries other than the countries and territories of North America, China (including Hong Kong and Macau), and Japan)

The Company has a license agreement with AbbVie to develop, manufacture and commercialize linaclotide in (i) Europe, and (ii) all other countries other than China (including Hong Kong and Macau), Japan, and the countries and territories of North America, or collectively the “Expanded Territory”, for the treatment of IBS-C, CIC and other GI conditions.

Under the license agreement, as amended, AbbVie is obligated to pay the Company, (i) royalties based on sales volume in Europe in the upper-teens percent, and (ii) on a country-by-country and product-by-product basis in the Expanded Territory, a royalty as a percentage of net sales of products containing linaclotide as an active ingredient in the upper-single digits for five years following the first commercial sale of a linaclotide product in a country, and in the low-double digits thereafter. The royalty rate for products in Europe and the Expanded Territory will decrease, on a country-by-country basis, to the lower-single digits, or cease entirely, following the occurrence of certain events. The license agreement also contains certain sales-based milestones and commercial launch milestones, which could total up to $42.5 million.

​

The Company recognized $0.9 million and $2.7 million of royalty revenue during the three and nine months ended September 30, 2025, respectively. The Company recognized $0.8 million and $2.3 million of royalty revenue during the three and nine months ended September 30, 2024, respectively.

​

License Agreement for Japan with Astellas

The Company has a license agreement with Astellas to develop, manufacture, and commercialize linaclotide for the treatment of IBS-C, CIC and other GI conditions in Japan.

Under the license agreement, as amended, Astellas is required to pay royalties to the Company at rates beginning in the mid-single digit percent and escalating to low-double-digit percent, based on aggregate annual net sales in Japan of products containing linaclotide as an active ingredient. These royalty payments are subject to reduction following the expiration of certain licensed patents and the occurrence of generic competition in Japan.

​

The Company recognized $0.4 million and $1.2 million of royalty revenue during the three and nine months ended September 30, 2025, respectively. The Company recognized $0.4 million and $1.2 million of royalty revenue during the three and nine months ended September 30, 2024, respectively.

​

Collaboration Agreement for China (including Hong Kong and Macau) with AstraZeneca

The Company has a collaboration agreement with AstraZeneca under which AstraZeneca has the exclusive right to develop, manufacture and commercialize products containing linaclotide in the AstraZeneca License Territory.

Under the collaboration agreement, AstraZeneca is required to pay tiered royalties to the Company at rates beginning in the mid-single-digit percent and increasing up to twenty percent based on the aggregate annual net sales of products containing linaclotide in the AstraZeneca License Territory. In addition, AstraZeneca may be required to make milestone payments totaling up to $90.0 million contingent on the achievement of certain sales targets.

The Company recognized an insignificant amount and $0.2 million of royalty revenue during the three and nine months ended September 30, 2025, respectively. The Company recognized an insignificant amount and $0.3 million of royalty revenue during the three and nine months ended September 30, 2024, respectively.

Apraglutide Agreements

Development and Commercialization Agreement with AKP

In March 2022, VectivBio entered into a development and commercialization agreement with Asahi Kasei Pharma Corporation (“AKP”) in which VectivBio granted an exclusive license to AKP, with the right to sublicense in multiple tiers, to develop, commercialize and exploit products derived from apraglutide in Japan.

Pursuant to the terms of the development and commercialization agreement with AKP, VectivBio received an upfront payment of JPY 3,000 million ($24.6 million at date of agreement) and development-related payments of JPY 1,600 million in the aggregate ($13.1 million at date of agreement) and is eligible to receive development milestones of JPY 1,000 million ($8.2 million at date of agreement) and up to JPY 19,000 million ($155.8 million at date of agreement) of commercial and sales-based milestone payments. VectivBio is also eligible to receive payments in the commercial period for manufacturing supply equal to cost-plus manufacturing mark-up and tiered royalties of up to a mid-double-digit percentage on product sales continuing until the later of (i) expiration of regulatory exclusivity in Japan, or (ii) expiration of the last valid patent claim that provides exclusivity to apraglutide in Japan (the “Royalty Term”). The development and commercialization agreement will terminate upon the expiration of the Royalty Term.

The Company identified two performance obligations consisting of the (i) exclusive license for the development and commercialization of apraglutide in Japan and (ii) development activities for conducting global trials and sharing of associated development data necessary for obtaining and maintaining regulatory approval in Japan. Each performance obligation was capable of being distinct and distinct in the context of the contract. The initial transaction price was allocated to each performance obligation on a relative standalone selling price basis. The Company assessed that it provided a right to use the license as the license exists (in terms of form and functionality) at the point in time at which it is granted and therefore, was satisfied at the inception of the arrangement. The development activities are being recognized over time as the Company performs development activities related to the global trials. The Company recognizes revenue associated with the development activities using an input method, according to the costs incurred, which in management’s judgment, is the best measure of progress towards satisfying the performance obligation. Under the sales-or-usage-based royalty exception, revenue related to sales-based milestone payments and royalty payments will be recognized as the underlying sales occur.

Prior to the VectivBio Acquisition, VectivBio had received the upfront payment of JPY 3,000 million ($24.6 million at date of agreement), development-related payments of JPY 1,100 million ($9.0 million at date of agreement), and development milestones of JPY 500 million ($4.1 million at date of agreement). Upon the acquisition of VectivBio on June 29, 2023, the Company assumed a contract liability for deferred revenue related to the development-related payments at its fair value of $4.3 million. In April 2024, VectivBio received the final development-related payment of JPY 500 million ($4.1 million at date of agreement).

During the second quarter of 2025, the Company recorded a $2.9 million reduction to cumulative collaborative arrangements revenue due to an increase in estimated development costs in connection with the confirmatory Phase III trial needed to seek U.S. FDA approval for apraglutide.

The Company recognized $0.2 million of revenue during the three months ended September 30, 2025 and a net reduction of revenue in the amount of $2.1 million during the nine months ended September 30, 2025 related to development activities. The Company recognized $0.6 million and $1.9 million of revenue related to development activities during the three and nine months ended September 30, 2024, respectively. As of September 30, 2025, current deferred revenue of $1.0 million and non-current deferred revenue of $5.5 million is reported within accrued expenses and other current liabilities and other liabilities, respectively, on the condensed consolidated balance sheets. As of December 31, 2024, current deferred revenue of $2.0 million and non-current deferred revenue of $1.8 million is reported within accrued expenses and other current liabilities and other liabilities, respectively, on the condensed consolidated balance sheets. Deferred revenue related to development activities is expected to be recognized over the course of the development activities, which are anticipated to be substantially complete by 2030.

License Agreement with Ferring

In August 2012, as subsequently amended and restated in December 2016, GlyPharma entered into an exclusive licensing agreement with Ferring International Center, S.A. (“Ferring”), pursuant to which Ferring granted GlyPharma an exclusive, worldwide, sublicensable license under certain patent rights and know-how controlled by Ferring relating to apraglutide and certain know-how controlled by Ferring relating to specified alternate drug compounds, to research, develop, manufacture, make, have made, import, export, use, sell, distribute, promote, advertise, dispose of or offer to sell (i) products containing apraglutide whose manufacture, use or sale is covered by a valid claim of the licensed patents, or licensed products and (ii) products, containing a specified alternate drug compound, or alternate drug products. In April 2021, the license agreement was transferred and assigned to VectivBio AG, a subsidiary of VectivBio.

Under the license agreement, as partial consideration for the rights Ferring granted to it, VectivBio AG is required to pay Ferring a high single-digit percentage royalty on worldwide annual net sales of licensed products and alternate drug products until, on a country-by-country basis and licensed product-by-licensed product or alternate drug product-by-alternate drug product basis, as applicable, the date on which the manufacture, use or sale of such licensed product or alternate drug product, as applicable, ceases to be covered by a valid claim of a patent within the licensed patents in such a country. GlyPharma was also required to issue Ferring a certain number of warrants and Class A preferred shares pursuant to a shareholders’ agreement. The equity obligations under the license agreement have been fully performed by GlyPharma.

The Company is also obligated to pay Ferring a specified percentage of the annual consideration VectivBio AG or its affiliates, including the Company, received in connection with sales of licensed product or alternate drug product by any third parties to which VectivBio AG or its affiliates, including the Company, grant a sublicense of any of the rights licensed to VectivBio AG by Ferring under this license agreement. Such percentage is in the high single digits for sales of both licensed products and alternate drug products, and such payments are owed for the duration of the royalty term for licensed products or alternate drug products, as applicable.

During the third quarter of 2025, Ferring informed the Company of potential claims against VectivBio AG related to ownership of intellectual property, among other claims. On October 2, 2025, Ferring filed a complaint against VectivBio AG, for trade secret misappropriation and correction of patent inventorship and ownership in the U.S. District Court in the Eastern District of Texas. The Company believes the claims are without merit and intends to vigorously defend against the claims. In order to avoid the future cost, expense, and distraction of continued litigation, the Company has engaged in settlement negotiations with Ferring. The Company established an estimated litigation contingency reserve of $7.5 million, with the related charge recorded as selling, general, and administrative expense in the consolidated statements of income (loss).

Other Collaboration and License Agreements

​

Collaboration and License Option Agreement with COUR

In November 2021, the Company entered into a collaboration and license option agreement (the “COUR Collaboration Agreement”) with COUR Pharmaceutical Development Company, Inc. (“COUR”), a biotechnology company developing novel immune-modifying nanoparticles to treat autoimmune diseases, pursuant to which the Company was granted an option (the “Option”) to acquire an exclusive license to research, develop, manufacture and commercialize, in the U.S., products containing CNP-104 for the treatment of primary biliary cholangitis (“PBC”). COUR has initiated a Phase II clinical study to evaluate the safety, tolerability, and pharmacodynamic effects and efficacy of CNP-104 in PBC patients. After reviewing the data from the clinical study for CNP-104, the Company had the right to exercise the Option and pay COUR $35.0 million in exchange for the license, subject to the Company’s right to apply a credit against such payment as described below.

​

In April 2023, the Company and COUR executed an amendment to the COUR Collaboration Agreement, in which the Company agreed to pay a one-time, non-refundable, upfront payment of $6.0 million to COUR in exchange for the right to apply a credit of $6.6 million against future amounts due to COUR in connection with the exercise of the Option, commercial milestones, or royalties. In connection with such payment, COUR also granted the Company a right of first negotiation over certain additional potential research and development programs. The $6.0 million payment was recognized as research and development expense in the second quarter of 2023.

In the third quarter of 2024, the Company received from COUR the topline data from COUR’s Phase II clinical study for the treatment of PBC. In September 2024, the Company notified COUR of its decision not to exercise the option to acquire an exclusive license to CNP-104. As a result, the collaboration and license option agreement between the Company and COUR has terminated, and the Company retains no rights and has no obligations related to CNP-104.
v3.25.3
Fair Value of Financial Instruments
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Fair Value of Financial Instruments

5. Fair Value of Financial Instruments

​

The tables below present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2025 and December 31, 2024 and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize observable inputs such as quoted prices in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are either directly or indirectly observable, such as quoted prices for similar instruments in active markets, interest rates and yield curves. Fair values determined by Level 3 inputs utilize unobservable data points in which there is little or no market data, which require the Company to develop its own assumptions for the asset or liability.

The Company’s investment portfolio may include fixed income securities that do not always trade on a daily basis. As a result, the pricing services used by the Company apply other available information as applicable through processes such as benchmark yields, benchmarking of like securities, sector groupings and matrix pricing to prepare valuations. In addition, model processes are used to assess interest rate impact and develop prepayment scenarios. These models take into consideration relevant credit information, perceived market movements, sector news and economic events. The inputs into these models may include benchmark yields, reported trades, broker-dealer quotes, issuer spreads and other relevant data. The Company validates the prices provided by its third-party pricing services by obtaining market values from other pricing sources and analyzing pricing data in certain instances. The Company periodically invests in certain reverse repurchase agreements, which are collateralized by Government Securities and Obligations for an amount not less than 102% of their principal amount. The Company does not record an asset or liability for the collateral as the Company is not permitted to sell or re-pledge the collateral. The collateral has at least the prevailing credit rating of U.S. Government Treasuries and Agencies. The Company uses a third-party custodian to manage the exchange of funds and ensure the collateral received is maintained at 102% of the reverse repurchase agreements principal amount on a daily basis.

The following tables present the assets the Company has measured at fair value on a recurring basis (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at Reporting Date Using

​

  

​

​

  

Quoted Prices in

    

Significant Other

    

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

September 30, 

​

Identical Assets

​

Inputs

​

Inputs

​

​

2025

​

(Level 1)

​

(Level 2)

​

(Level 3)

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents:

​

​

​

​

​

​

​

​

​

​

​

​

Money market funds

​

$

87,132

​

$

87,132

​

$

—

​

$

—

U.S. Treasury securities

​

​

11,372

​

​

—

​

​

11,372

​

​

—

Commercial paper

​

​

9,512

​

​

—

​

​

9,512

​

​

—

Total assets measured at fair value

​

$

108,016

​

$

87,132

​

$

20,884

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at Reporting Date Using

​

  

​

​

  

Quoted Prices in

    

Significant Other

    

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

December 31, 

​

Identical Assets

​

Inputs

​

Inputs

​

​

2024

​

(Level 1)

​

(Level 2)

​

(Level 3)

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents:

​

​

​

​

​

​

​

​

​

​

​

​

Money market funds

​

$

36,010

​

$

36,010

​

$

—

​

$

—

U.S. Treasury securities

​

​

11,044

​

​

—

​

​

11,044

​

​

—

Commercial paper

​

​

7,928

​

​

—

​

​

7,928

​

​

—

Total assets measured at fair value

​

$

54,982

​

$

36,010

​

$

18,972

​

$

—

 

​

Cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued research and development costs, accrued expenses and other current liabilities and current portion of operating lease obligations at September 30, 2025 and December 31, 2024 are carried at amounts that approximate fair value due to their short-term maturities.

​

Convertible Senior Notes

​

In August 2019, the Company issued $200.0 million aggregate principal amount of its 0.75% convertible senior notes due 2024 (the “2024 Convertible Notes”) and $200.0 million aggregate principal amount of its 1.50% convertible senior notes due 2026 (the “2026 Convertible Notes”) (Note 8). The fair value of the respective convertible senior notes, which differs from their carrying value, is influenced by interest rates, the price of the Company’s Class A Common Stock and the volatility thereof, and the prices for the respective convertible senior notes observed in market trading, which are Level 2 inputs.

​

In June 2024, the Company repaid the aggregate principal amount of the 2024 Convertible Notes upon maturity (Note 8). The estimated fair value of the 2026 Convertible Notes was $178.2 million and $186.6 million as of September 30, 2025 and December 31, 2024, respectively.

​

Revolving Credit Agreement

​

Outstanding borrowings under the revolving credit facility (Note 8) are carried at amounts that approximate fair value based on their nature, terms, credit spreads, and variable interest rates, which are Level 3 inputs.

​

​
v3.25.3
Leases
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Leases

6. Leases

​

The Company’s lease portfolio for the three and nine months ended September 30, 2025 included: office leases for its current headquarters location and other locations, vehicle leases, and leases for computer and office equipment.

​

The Company’s headquarters office lease and vehicle leases require letters of credit totaling $1.2 million to secure the Company’s obligations under the lease agreements. The letters of credit are maintained under a subfacility of the revolving credit agreement (Note 8).

​

Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

September 30, 

​

September 30, 

​

2025

​

2024

​

2025

​

2024

Operating lease cost

$

627

​

$

627

​

$

1,880

​

$

1,880

Short-term lease cost

​

39

​

​

335

​

​

317

​

​

1,080

Total lease cost

$

666

​

$

962

​

$

2,197

​

$

2,960

​

Supplemental information related to leases for the periods reported is as follows:

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

September 30, 

​

​

​

2025

​

2024

​

Cash paid for amounts included in the measurement of lease liabilities (in thousands)

​

$

2,385

​

$

2,338

​

Weighted-average remaining lease term of operating leases (in years)

​

​

4.7

​

​

5.7

​

Weighted-average discount rate of operating leases

​

​

5.8

%

​

5.8

%

 

 

Summer Street Lease

In June 2019, the Company entered into a non-cancelable operating lease (the “Summer Street Lease”) for approximately 39,000 square feet of office space on the 23rd floor of 100 Summer Street, Boston, Massachusetts, which has been the Company’s headquarters since October 2019. The Summer Street Lease terminates on June 11, 2030 and includes a 2% annual rent escalation, free rent periods, a tenant improvement allowance, and an option to extend the term of the lease for an additional five years at a market base rental rate. The extension option is not included in the lease term used for the measurement of the lease, as it is not reasonably certain to be exercised. The lease expense, inclusive of the escalating rent payments and lease incentives, is recognized on a straight-line basis over the lease term.

At lease commencement, the Company recorded a right-of-use asset and a lease liability using an incremental borrowing rate of 5.8%. At September 30, 2025, the balances of the right-of-use asset and operating lease liability were $9.8 million and $13.7 million, respectively. At December 31, 2024, the balances of the right-of-use asset and operating lease liability were $11.0 million and $15.5 million, respectively.

​

Lease costs recorded during the three and nine months ended September 30, 2025 were $0.6 million and $1.9 million, respectively. Lease costs recorded during the three and nine months ended September 30, 2024 were $0.6 million and $1.9 million, respectively.

Future minimum lease payments under the Summer Street Lease as of September 30, 2025 are as follows (in thousands):

​

​

​

​

​

2025(1)

​

$

804

2026

​

 

3,252

2027

​

​

3,317

2028

​

​

3,384

2029

​

​

3,451

2030

​

 

1,450

Total future minimum lease payments

​

​

15,658

Less: present value adjustment

​

​

(1,924)

Operating lease liabilities

​

​

13,734

Less: current portion of operating lease liabilities

​

​

(3,236)

Operating lease liabilities, net of current portion

​

$

10,498

(1)For the three months ending December 31, 2025.

 

 

 
v3.25.3
Accrued Expenses and Other Current Liabilities
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

​

Accrued expenses and other current liabilities consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

    

September 30, 2025

    

December 31, 2024

Accrued compensation and benefits

​

$

10,625

​

$

14,547

Accrued litigation contingency reserve

​

​

7,500

​

​

—

Accrued interest

​

 

5,412

​

 

4,771

Accrued restructuring liabilities

​

​

2,548

​

​

560

Deferred revenue

​

​

1,048

​

​

2,032

Accrued taxes

​

​

656

​

​

521

Other

​

​

6,831

​

​

4,418

Total accrued expenses and other current liabilities

​

$

34,620

​

$

26,849

 

As of September 30, 2025 and December 31, 2024, other accrued expenses were comprised primarily of $6.8 million and $4.3 million of uninvoiced vendor liabilities, respectively.

​
v3.25.3
Debt
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Debt

8. Debt

0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026

​

In August 2019, the Company issued $200.0 million aggregate principal amount of the 2024 Convertible Notes and $200.0 million aggregate principal amount of the 2026 Convertible Notes, pursuant to separate indentures (each an “Indenture” and together the “Indentures”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). The Company received net proceeds of $391.0 million from the sale of the 2024 Convertible Notes and 2026 Convertible Notes, after deducting fees and expenses of $9.0 million. The Company used $25.2 million of the net proceeds from the sale of the 2024 Convertible Notes and 2026 Convertible Notes to pay the cost of the Capped Calls, as described below.

​

In June 2024, the Company repaid the $200.0 million aggregate principal amount of the 2024 Convertible Notes upon maturity. The 2024 Convertible Notes bore cash interest at the annual rate of 0.75% payable on June 15 and December 15 of each year. No conversions were exercised by holders of the 2024 Convertible Notes.

​

The 2026 Convertible Notes bear cash interest at the annual rate of 1.50%, payable on June 15 and December 15 of each year. The 2026 Convertible Notes will mature on June 15, 2026, unless earlier converted or repurchased.

​

The initial conversion rate for the 2026 Convertible Notes is 74.6687 shares of Class A Common Stock (subject to adjustment as provided for in the Indenture) per $1,000 principal amount of the 2026 Convertible Notes, which is equal to an initial conversion price of approximately $13.39 per share.

​

The Company will settle conversions of the 2026 Convertible Notes through payment or delivery, as the case may be, of cash, shares of the Company’s Class A Common Stock or a combination of cash and shares of Class A Common Stock, at the Company’s option (subject to, and in accordance with, the settlement provisions of the Indenture).

​

Holders of the 2026 Convertible Notes may convert their notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2025 in multiples of $1,000 principal amount, only under the following circumstances:

​

●during any calendar quarter commencing after the calendar quarter ending on December 31, 2019 (and only during such calendar quarter), if the last reported sale price of Class A Common Stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price for the 2026 Convertible Notes on each applicable trading day;

​

●during the five-business day period after any five consecutive trading day period (the “measurement period”) in which the “trading price” (as defined in each Indenture) per $1,000 principal amount of the
2026 Convertible Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of Class A Common Stock and the conversion rate for the 2026 Convertible Notes on each such trading day; or

​

●upon the occurrence of specified corporate events described in the Indenture.

​

On or after December 15, 2025, and until the close of business on the second scheduled trading day immediately preceding June 15, 2026, the holders of the 2026 Convertible Notes may convert their 2026 Convertible Notes, in multiples of $1,000 principal amount, regardless of the foregoing conditions.

​

Upon the occurrence of fundamental changes, as described in the Indenture, prior to the maturity date of the 2026 Convertible Notes, holders of such notes may require the Company to repurchase for cash all or a portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest. If a make-whole fundamental change, as described in the Indenture, occurs and a holder elects to convert its notes in connection with such make-whole fundamental change, such holder may be entitled to an increase in the conversion rate as described in the Indenture.

​

The Indenture does not contain any financial covenants or restrict the Company’s ability to repurchase the Company’s securities, pay dividends or make restricted payments in the event of a transaction that substantially increases the Company’s level of indebtedness. The Indenture provides for customary events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding notes will become due and payable immediately without further action or notice. If any other event of default under the Indenture occurs or is continuing, the Trustee or holders of at least 25% in aggregate principal amount of the then outstanding notes may declare the principal amount of such notes to be immediately due and payable.

​

The Company accounts for convertible debt instruments as a single liability measured at amortized cost.

​

The Company’s outstanding balance for the 2026 Convertible Notes consisted of the following (in thousands):

​

​

​

​

​

​

​

​

​

September 30, 2025

​

​

December 31, 2024

Principal:

$

200,000

​

​

$

200,000

Less: unamortized debt issuance costs

​

(494)

​

​

​

(1,012)

Net carrying amount

$

199,506

​

​

$

198,988

 

 

The outstanding balance of the 2026 Convertible Notes is classified as a current liability and non-current liability at September 30, 2025 and December 31, 2024, respectively.

​

In connection with the issuance of the 2026 Convertible Notes, the Company incurred $4.5 million of debt issuance costs, which primarily consisted of initial purchaser’s discounts and legal and other professional fees. The debt issuance costs are reflected as a reduction in the carrying value of the 2026 Convertible Notes and recorded as interest expense over the life of the 2026 Convertible Notes.

​

The Company determined the expected life of 2026 Convertible Notes was equal to its approximately seven-year term. The effective annual interest rate of the 2026 Convertible Notes for the period from the date of issuance through September 30, 2025 was 1.9%. The effective annual interest rate is computed using the contractual interest and the amortization of debt issuance costs.

​

The following table sets forth total interest expense recognized related to convertible senior notes (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Contractual interest expense

​

$

750

​

$

750

​

$

2,250

​

$

2,938

Amortization of debt issuance costs

​

​

173

​

​

170

​

​

518

​

​

948

Total interest expense

​

$

923

​

$

920

​

$

2,768

​

$

3,886

 

 

Future minimum payments under the 2026 Convertible Notes as of September 30, 2025, are as follows (in thousands):

​

​

​

​

​

2025(1)

​

$

1,500

2026

​

​

201,500

Total future minimum payments

 

​

203,000

Less: amounts representing interest

​

​

(3,000)

Less: unamortized debt issuance costs

​

​

(494)

2026 Convertible Notes balance

​

$

199,506

(1)For the three months ending December 31, 2025.

 

 

Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes

​

To minimize the impact of potential dilution to the Company’s Class A common stockholders upon conversion of the 2024 Convertible Notes and the 2026 Convertible Notes, the Company separately entered into the capped call transactions in August 2019 (the “Capped Calls”) in connection with the issuance of the 2024 Convertible Notes and the 2026 Convertible Notes. The Company paid the counterparties $25.2 million to enter into the Capped Calls, of which $25.0 million related to the premium payments and $0.2 million related to transaction costs. These instruments meet the conditions outlined in ASC 815 to be classified in stockholders’ equity and are not subsequently remeasured as long as the conditions for equity classification continue to be met.

​

The Capped Calls in connection with the issuance of the 2024 Convertible Notes, which covered 14,933,740 shares of Class A Common Stock, terminated unexercised upon expiry in June 2024.

​

The Capped Calls in connection with the 2026 Convertible Notes have an initial strike price of approximately $13.39 per share, which corresponds to the initial conversion price of the 2026 Convertible Notes and is subject to anti-dilution adjustments generally similar to those applicable to the 2026 Convertible Notes. The Capped Calls have a cap price of approximately $17.05 per share, subject to certain adjustments. The Capped Calls cover 14,933,740 shares of Class A Common Stock (subject to anti-dilution and certain other adjustments), which is the same number of shares of Class A Common Stock that initially underlie the 2026 Convertible Notes. Holders of the 2026 Convertible Notes do not have any rights with respect to the Capped Calls.

​

The Capped Calls are expected generally to reduce the potential dilution to the Class A Common Stock upon conversion of the 2026 Convertible Notes in the event that the market price per share of Class A Common Stock is greater than the strike price of the Capped Calls as adjusted pursuant to the anti-dilution adjustments. If, however, the market price per share of Class A Common Stock exceeds the cap price of the Capped Calls, there would nevertheless be dilution upon conversion of the 2026 Convertible Notes to the extent that such market price exceeds the cap price of the Capped Calls.

​

Revolving Credit Facility

In May 2023, in connection with the VectivBio Acquisition, the Company entered into a credit agreement with Wells Fargo Bank, N.A., as administrative agent (in such capacity, the “Agent”), collateral agent, a letter of credit issuer and a lender, and the other agents, lenders and letter of credit issuers parties thereto (collectively, the “Lenders”). In September 2024, the Company, the Agent and the Lenders entered into the first amendment to the revolving credit agreement (as amended from time to time, the “Revolving Credit Agreement”) to, among other things, increase the borrowing capacity from $500.0 million to $550.0 million, extend the maturity date, and increase the Company’s permitted maximum consolidated secured net leverage ratio.

 

The Revolving Credit Agreement provides for a $550.0 million secured revolving credit facility (the "Revolving Credit Facility”), which includes a $10.0 million letter of credit subfacility, and loans made thereunder will mature on the earliest to occur of (i) December 31, 2028 or (ii) the date that is 91 days prior to the stated maturity date of the Company’s existing convertible notes then outstanding, unless, in the case of clause (ii), the Company’s minimum liquidity equals or exceeds certain agreed levels.

​

At the Company’s election, borrowings under the Revolving Credit Agreement will bear interest at a rate equal to (a) Adjusted Term Secured Overnight Financing Rate (“Adjusted Term SOFR”) (as defined in Revolving Credit Agreement) plus the applicable rate (ranging from 1.75% to 3.00%) or (b) the highest of (1) the weighted average overnight Federal funds rate, as published by the Federal Reserve Bank of New York, plus one half of 1.0%, (2) the prime lending rate or (3) the one-month Adjusted Term SOFR plus 1.0% in effect from time to time plus the applicable rate (ranging from 0.75% to 2.00%). The applicable rates are based on the Company’s consolidated secured net leverage ratio (as defined under the Revolving Credit Facility) at the time of the applicable borrowing.

 

The Company pays a quarterly commitment fee of 0.30% to 0.425% on the daily amount by which the commitments under the Revolving Credit Agreement exceed the outstanding loans and letters of credit.

 

The loans and other obligations under the Revolving Credit Agreement are secured by substantially all of the Company’s personal property, including a pledge of all the capital stock of subsidiaries held directly by the Company or any subsidiary that guarantees the Revolving Credit Agreement following the closing date (which pledge, in the case of any foreign subsidiary, is limited to 65% of the voting stock), subject to certain customary exceptions and limitations. The Revolving Credit Agreement generally prohibits any other liens on the assets of the Company and its restricted subsidiaries, subject to certain exceptions as described in the Revolving Credit Agreement.

 

Under the terms of the Revolving Credit Agreement, the Company will be able to request an increase in the commitments or the addition of a term loan secured by a pari passu lien on the collateral of up to an additional amount equal to the greater of $200.0 million and 100% of the trailing twelve-month Consolidated Adjusted EBITDA (as defined in the Revolving Credit Agreement) upon satisfaction of customary conditions, including receipt of commitments from either new lenders or increased commitments from existing lenders.

 

The Revolving Credit Agreement contains certain customary covenants applicable to the Company and its Restricted Subsidiaries (as defined in the Revolving Credit Agreement). The Company is required to maintain a maximum consolidated secured net leverage ratio of 3.50 to 1.00 until the end of the final quarter of 2025 (the “Initial Period”), (ii) 3.25 to 1.00 until the end of the first quarter of 2026 (the “Interim Period”) and (iii) 3.00 to 1.00 thereafter, and a minimum interest coverage ratio of 3.00 to 1.00, in each case at the end of each fiscal quarter. The Revolving Credit Agreement allows the Company to elect to increase the permitted maximum consolidated secured net leverage ratio to (i) 4.00 to 1.00 during the Initial Period, (ii) 3.75 to 1.00 during the Interim Period and (iii) 3.50 to 1.00 thereafter, in each case for up to four fiscal quarters in the event it consummates an acquisition for consideration in excess of $50.0 million, subject to certain limitations on how often this election can be made. As of September 30, 2025, the Company was in compliance with all covenants under the Revolving Credit Agreement.

​

 In connection with the initial execution of the Revolving Credit Agreement during the second quarter of 2023 and the amendment executed in the third quarter of 2024, the Company incurred $2.9 million and $2.2 million of debt issuance costs, respectively, which consisted primarily of lender fees. The debt issuance costs are classified as other assets and are amortized on a straight-line basis over the term of the Revolving Credit Agreement. The Company had unamortized capitalized debt issuance costs of $3.2 million and $3.9 million at September 30, 2025 and December 31, 2024, respectively.

​

The outstanding principal balance on the Revolving Credit Facility was $385.0 million as of September 30, 2025 and December 31, 2024.

​

The following table sets forth total interest expense recognized related to the Revolving Credit Agreement (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

Nine Months Ended

​

​

September 30, 

​

​

September 30, 

​

    

2025

    

2024

​

​

2025

    

2024

Contractual interest expense

​

$

7,090

​

$

8,308

​

$

20,784

​

$

19,905

Amortization of debt issuance costs

​

​

244

​

​

180

​

​

732

​

​

541

Other financing costs

​

​

177

​

​

13

​

​

576

​

​

38

Total interest expense

​

$

7,511

​

$

8,501

​

$

22,092

​

$

20,484

 

 

 
v3.25.3
Commitments and Contingencies
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Commitments and Contingencies

9. Commitments and Contingencies

​

Tax Matter

​

In September 2025, the Swiss Federal Tax Administration (“SFTA”) issued a tax assessment to VectivBio Holdings AG, which merged into Ironwood Pharmaceuticals GmbH, a wholly-owned subsidiary of the Company, in December 2023. The assessment relates to approximately CHF 2.6 million in value added tax associated with non-deductible expenses incurred in connection with the acquisition of VectivBio Holdings AG in 2023. The Company has submitted a response to the SFTA disputing the assessment and is currently awaiting further correspondence. While an unfavorable outcome is reasonably possible, the Company does not believe a loss is probable, and therefore no reserve has been recorded for this potential loss. 

​

Legal Matter

​

For details regarding the Ferring legal matter, refer to Note 4, Collaboration, License and Other Agreements.

​
v3.25.3
Employee Stock Benefit Plans
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Employee Stock Benefit Plans

10. Employee Stock Benefit Plans

​

The Company has several share-based compensation plans under which stock options, restricted stock awards, restricted stock units and other share-based awards are available for grant to employees, officers, directors, and consultants of the Company.

​

The following table summarizes share-based compensation expense (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Share-based compensation expense:

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

$

1,270

​

$

1,714

​

$

4,158

​

$

5,760

Selling, general and administrative

​

​

2,342

​

​

6,615

​

​

9,170

​

​

19,524

Restructuring

​

​

—

​

​

—

​

​

99

​

​

—

Total share-based compensation expense included in operating expenses

​

​

3,612

​

​

8,329

​

​

13,427

​

​

25,284

Income tax expense (benefit)

​

​

(344)

​

​

(840)

​

​

2,565

​

​

(2,853)

Total share-based compensation expense, net of tax

​

$

3,268

​

$

7,489

​

$

15,992

​

$

22,431

 

 

Restructuring expenses include modifications to share-based awards held by employees impacted by certain workforce reductions (Note 12). 

​

.  
v3.25.3
Income Taxes
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Income Taxes

11. Income Taxes

​

The income tax provision during interim periods is computed by applying an estimated annual U.S. effective income tax rate to U.S. year-to-date pre-tax income, plus adjustments for significant unusual or infrequently occurring items, in accordance with ASC Subtopic 740-270, Income Taxes – Interim Reporting. Year-to-date pre-tax net loss generated in Switzerland is not included in the interim period income tax provision, as the related deferred tax assets are reserved in full by a valuation allowance.

During the three and nine months ended September 30, 2025, the Company recorded income tax expense of $27.9 million and $43.3 million, respectively. During the three and nine months ended September 30, 2024, the Company recorded income tax expense of $13.7 million and $42.6 million, respectively. Due to the Company's ability to offset its pre-tax income against net operating losses, the majority of its tax provision is expected to represent a non-cash expense until its net operating losses have been fully utilized.

The Company continues to record a valuation allowance against certain deferred tax assets comprised primarily of net operating loss carryforwards in Switzerland, net operating loss carryforwards in certain U.S. states, and U.S. federal and state tax credits that are expected to expire prior to utilization. On a periodic basis, the Company reassesses the valuation allowance on its deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. 

On July 4, 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. Upon enactment during the third quarter of 2025, the effects of the OBBBA were included in the income tax provision. While tax changes in the OBBBA do not have a material impact on the effective tax rate, the Company anticipates that certain tax provisions in the OBBBA will result in accelerated deductions of previously capitalized research and development expenses totaling $89.6 million. The Company will monitor future interpretations of the OBBBA as they develop and accordingly, the Company’s estimates may change.
v3.25.3
Workforce Reduction and Restructuring
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Workforce Reduction and Restructuring

12. Workforce Reductions and Restructuring

In June 2023, the Company commenced the elimination of certain positions in connection with the VectivBio Acquisition. The majority of the eliminations were substantially completed during the year ended December 31, 2023. During the three months ended September 30, 2025, the Company incurred no restructuring expenses. During the nine months ended September 30, 2025, the Company incurred $0.3 million of restructuring expenses. During the three and nine months ended September 30, 2024, the Company incurred an insignificant amount and $2.5 million of restructuring expenses, respectively. The restructuring expenses are comprised primarily of employee severance, benefits, and related costs.

​

In January 2025, following an analysis of its strategy and core business needs, and in an effort to streamline focus and support the continued development of the Company’s pipeline, the Company commenced a reduction in the Company’s workforce of approximately 50%, primarily consisting of field-based sales employees. The reduction in workforce was substantially completed during the first quarter of 2025. During the three and nine months ended September 30, 2025, the Company reduced restructuring expenses by $0.4 million and incurred $17.6 million of restructuring expenses, respectively, primarily comprised of severance, benefits, and related costs.

​

In August 2025, the Company eliminated certain positions supporting apraglutide commercialization efforts, in consideration of delays in development timelines. The reduction in workforce was comprised of 10 positions and was completed during the third quarter of 2025. During the three and nine months ended September 30, 2025, the Company recognized $2.6 million of restructuring expenses, primarily comprised of severance, benefits, and related costs.

 

​

 
v3.25.3
Segment Reporting
 9 Months Ended
Sep. 30, 2025
Disclosure Text Block  
Segment Reporting

S13. Segment Reporting

The Company operates in one reportable business segment—human therapeutics. The human therapeutics segment revenues are generated primarily through collaborative arrangements and license agreements related to research and development and commercialization of linaclotide. The accounting policies of the human therapeutics segment are the same as those described in the summary of significant accounting policies.

​

The Company has identified the Chief Executive Officer and the Chief Financial Officer as the chief operating decision-maker (“CODM”). The CODM uses consolidated net income (loss) to understand and evaluate the Company’s operating performance and trends, to prepare and approve the annual budget, and to develop short-term and long-term operating plans. Revenues, costs and expenses, other income (expense), and income tax expense are provided to the CODM as presented in the statement of income (loss). Total assets are not reviewed by the CODM when evaluating the segment’s performance.

​
v3.25.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Pay vs Performance Disclosure        
Net Income (Loss) $ 40,080 $ 3,646 $ 26,293 $ (1,376)
v3.25.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.3
Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 2025
Policy Text Blocks  
Basis of Presentation

Basis of Presentation

​

The accompanying condensed consolidated financial statements and the related disclosures are unaudited and have been prepared in accordance with accounting principles generally accepted in the U.S. Additionally, certain information and footnote disclosures normally included in the Company’s annual financial statements have been condensed or omitted. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 (the “2024 Annual Report on Form 10-K”).

​

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of management, reflect all normal recurring adjustments considered necessary for a fair statement of the Company’s financial position as of September 30, 2025, and the results of its operations for the three and nine months ended September 30, 2025 and 2024, its statements of stockholders’ deficit for the three and nine months ended September 30, 2025 and 2024, and its cash flows for the nine months ended September 30, 2025 and 2024. The results of operations for the three and nine months ended September 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full year or any other subsequent interim period.
Principles of Consolidation

Principles of Consolidation

​

The accompanying condensed consolidated financial statements as of September 30, 2025 include the accounts of Ironwood, its wholly-owned subsidiaries, Ironwood Pharmaceuticals Securities Corporation, Ironwood Pharmaceuticals GmbH, VectivBio AG, and GlyPharma Therapeutic Inc. (“GlyPharma”). All intercompany transactions and balances are eliminated in consolidation.

Use of Estimates

Use of Estimates

​

The preparation of condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires the Company’s management to make estimates and judgments that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the amounts of revenues and expenses during the reported periods. On an ongoing basis, the Company’s management evaluates its estimates, judgments and methodologies. Estimates and assumptions in the condensed consolidated financial statements include those related to fair value of assets acquired and liabilities assumed in acquisitions; revenue recognition; accounts receivable; useful lives of long-lived assets; impairment of long-lived assets, including goodwill; valuation procedures for right-of-use assets and operating lease liabilities; income taxes, including uncertain tax positions and the valuation allowance for deferred tax assets; research and development expenses; contingencies; defined benefit pension liabilities and certain investment fund assets; and share-based compensation. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ materially from these estimates under different assumptions or conditions. Changes in estimates are reflected in reported results in the period in which they become known.

New Accounting Pronouncements

New Accounting Pronouncements

​

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (the “FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. Except as set forth below, the Company did not adopt any new accounting pronouncements during the three and nine months ended September 30, 2025.

​

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The guidance in ASU 2023-09 improves the transparency of annual income tax disclosures by requiring greater disaggregation of information in the rate reconciliation and income taxes paid disaggregated by jurisdiction. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. Upon adoption, ASU 2023-09 may be applied prospectively or retrospectively. The Company adopted ASU 2023-09 on January 1, 2025 and is currently evaluating the impact that the adoption of ASU 2023-09 may have on its disclosures in its annual consolidated financial statements.

​

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). The guidance in ASU 2024-03 requires new financial statement disclosures in tabular format, disaggregating information about prescribed categories underlying any relevant income statement expense captions. The standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Upon adoption, ASU 2024-03 may be applied prospectively or retrospectively. The Company is currently evaluating the impact that the adoption of ASU 2024-03 may have on its disclosures in its condensed consolidated financial statements.

​

In November 2024, the FASB issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20) (“ASU 2024-04”). The guidance in ASU 2024-04 clarifies the requirements related to accounting for the settlement of a debt instrument as an induced conversion. The standard is effective for fiscal years beginning after December 15, 2025, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted as of the beginning of a reporting period if the entity has also adopted ASU 2020-06 for that period. The Company is currently evaluating the impact that the adoption of ASU 2024-04 may have on its disclosures in its consolidated financial statements.

​

In July 2025, the FASB issued ASU No. 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets, (“ASU 2025-05”). The guidance in ASU 2025-05 amends ASC Topic 326, Financial Instruments—Credit Losses, to provide a practical expedient to simplify estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under ASC Topic 606, Revenue from Contracts with Customers. The practical expedient, if elected, allows entities to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset. The standard is effective for annual fiscal years beginning after December 15, 2025 and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted. Entities that elect the practical expedient should apply the guidance prospectively. The Company is currently evaluating the impact that the adoption of ASU 2025-05 may have on its consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-06, Targeted Improvements to the Accounting for Internal-Use Software, (“ASU 2025-06”). The guidance in ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs under ASC Subtopic 350-40, Internal Use Software. The standard is effective for fiscal years beginning after December 15, 2027 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. Entities may elect to apply the guidance prospectively, retrospectively, or through a modified prospective transition method. The Company is currently evaluating the impact that the adoption of ASU 2025-06 may have on its consolidated financial statements.

​

In September 2025, the FASB issued ASU No. 2025-07, Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract, (“ASU 2025-07”). The guidance in ASU 2025-07 expands the scope exceptions within ASC Topic 815, Derivatives and Hedging, to include certain nonexchange-traded contracts with underlyings that are based on operations or activities specific to one of the parties to the contract, including research and development funding arrangements. The standard is effective for annual fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2026, with early adoption permitted. Entities should apply the amendments either prospectively for contracts entered into

on or after the date of adoption or on a modified retrospective basis through a cumulative-effect adjustment to the opening balance of retained earnings for contracts that exist as of the beginning of the annual reporting period of adoption. The Company is currently evaluating the impact that the adoption of ASU 2025-07 may have on its consolidated financial statements.

​

Other recent accounting pronouncements issued, but not yet effective, are not expected to be applicable to the Company or have a material effect on the condensed consolidated financial statements upon future adoption.

 
v3.25.3
Net Income (Loss) Per Share (Tables)
 9 Months Ended
Sep. 30, 2025
Table Text Blocks  
Schedule of computation of basic and diluted net loss per common share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

​

2025

    

2024

​

2025

​

2024(1)

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Net income (loss)

​

$

40,080

​

$

3,646

​

$

26,293

​

$

(1,376)

​

​

​

​

​

​

​

​

​

​

​

​

​

Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes

​

​

693

​

​

—

​

​

2,076

​

​

—

Numerator used in computing net income (loss) per share — diluted

​

$

40,773

​

$

3,646

​

$

28,369

​

$

(1,376)

​

​

​

​

​

​

​

​

​

​

​

​

​

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding used in computing net income (loss) per share — basic

​

​

162,215

​

​

159,706

​

​

161,642

​

​

158,810

Effect of dilutive securities:

​

​

​

​

​

​

​

​

​

​

​

​

Time-based restricted stock units

​

​

334

​

​

49

​

​

217

​

​

—

Performance-based restricted stock units

​

​

94

​

​

439

​

​

128

​

​

—

Restricted stock

​

​

132

​

​

21

​

​

81

​

​

—

Shares subject to issuance under Employee Stock Purchase Plan

​

​

55

​

​

17

​

​

55

​

​

—

2026 Convertible Notes assumed conversion

​

​

14,934

​

​

—

​

​

14,934

​

​

—

Dilutive potential common shares

​

​

​

​

​

​

​

​

​

​

​

​

Weighted average number of common shares outstanding used in computing net income (loss) per share — diluted

​

​

177,764

​

​

160,232

​

​

177,057

​

​

158,810

Net income (loss) per share — basic

​

$

0.25

​

$

0.02

​

$

0.16

​

$

(0.01)

Net income (loss) per share — diluted

​

$

0.23

​

$

0.02

​

$

0.16

​

$

(0.01)

 

(1) During the nine months ended September 30, 2024, the Company was in a net loss position. In fiscal periods with a net loss, basic and diluted earnings per share are identical because inclusion of potentially dilutive common shares would be anti-dilutive.

 
Schedule of potentially dilutive securities that have been excluded from computation of diluted weighted average shares outstanding

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

​

2025

    

2024

Stock options

​

3,487

​

4,678

​

3,798

​

4,906

Time-based restricted stock units

​

5,367

​

5,327

​

5,632

​

1,994

Performance-based restricted stock units

​

—

​

—

​

—

​

66

2026 Convertible Notes

​

—

​

14,934

​

—

​

14,934

Total

 

8,854

 

24,939

​

9,430

 

21,900

 
v3.25.3
Collaboration, License, and Other Agreements (Tables)
 9 Months Ended
Sep. 30, 2025
Table Text Blocks  
Schedule of revenue attributable to transactions from collaboration and license arrangements

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

Collaborative Arrangements Revenue

​

2025

    

2024

​

2025

    

2024

Linaclotide Collaboration and License Agreements:

​

​

​

​

​

​

​

​

​

​

​

​

AbbVie (North America)

​

$

120,466

​

$

89,426

​

$

246,285

​

$

254,035

AbbVie (Europe and other)

​

​

944

​

​

807

​

​

2,659

​

​

2,346

AstraZeneca (China, including Hong Kong and Macau)

​

​

77

​

​

91

​

​

239

​

​

286

Astellas (Japan)

​

​

423

​

​

413

​

​

1,224

​

​

1,200

Other Agreements:

​

​

​

​

​

​

​

​

​

​

​

​

Asahi Kasei Pharma Corporation (apraglutide)

​

​

150

​

​

633

​

​

(2,052)

​

​

1,902

Other

​

​

—

​

​

222

​

​

87

​

​

1,096

Total collaborative arrangements revenue

​

$

122,060

​

$

91,592

​

$

248,442

​

$

260,865

 
AbbVie Plc  
Table Text Blocks  
Schedule of revenue attributable to transactions from collaboration and license arrangements

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Collaborative arrangements revenue related to sales of LINZESS in the U.S.

​

$

119,646

​

$

88,886

​

$

244,098

​

$

252,016

Royalty revenue

​

 

820

 

​

540

​

 

2,187

​

​

2,019

Total collaborative arrangements revenue

​

$

120,466

​

$

89,426

​

$

246,285

​

$

254,035

 
v3.25.3
Fair Value of Financial Instruments (Tables)
 9 Months Ended
Sep. 30, 2025
Table Text Blocks  
Schedule of assets and liabilities measured at fair value on a recurring basis

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at Reporting Date Using

​

  

​

​

  

Quoted Prices in

    

Significant Other

    

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

September 30, 

​

Identical Assets

​

Inputs

​

Inputs

​

​

2025

​

(Level 1)

​

(Level 2)

​

(Level 3)

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents:

​

​

​

​

​

​

​

​

​

​

​

​

Money market funds

​

$

87,132

​

$

87,132

​

$

—

​

$

—

U.S. Treasury securities

​

​

11,372

​

​

—

​

​

11,372

​

​

—

Commercial paper

​

​

9,512

​

​

—

​

​

9,512

​

​

—

Total assets measured at fair value

​

$

108,016

​

$

87,132

​

$

20,884

​

$

—

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Fair Value Measurements at Reporting Date Using

​

  

​

​

  

Quoted Prices in

    

Significant Other

    

Significant

​

​

​

​

​

Active Markets for

​

Observable

​

Unobservable

​

​

December 31, 

​

Identical Assets

​

Inputs

​

Inputs

​

​

2024

​

(Level 1)

​

(Level 2)

​

(Level 3)

Assets:

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents:

​

​

​

​

​

​

​

​

​

​

​

​

Money market funds

​

$

36,010

​

$

36,010

​

$

—

​

$

—

U.S. Treasury securities

​

​

11,044

​

​

—

​

​

11,044

​

​

—

Commercial paper

​

​

7,928

​

​

—

​

​

7,928

​

​

—

Total assets measured at fair value

​

$

54,982

​

$

36,010

​

$

18,972

​

$

—

 
v3.25.3
Leases (Tables)
 9 Months Ended
Sep. 30, 2025
Table Text Blocks  
Schedule of components of lease cost and supplemental cash flow information

Lease cost is recognized on a straight-line basis over the lease term. The components of lease cost for the three and nine months ended September 30, 2025 and 2024 are as follows (in thousands):

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

September 30, 

​

September 30, 

​

2025

​

2024

​

2025

​

2024

Operating lease cost

$

627

​

$

627

​

$

1,880

​

$

1,880

Short-term lease cost

​

39

​

​

335

​

​

317

​

​

1,080

Total lease cost

$

666

​

$

962

​

$

2,197

​

$

2,960

​

Supplemental information related to leases for the periods reported is as follows:

​

​

​

​

​

​

​

​

​

​

​

Nine Months Ended

​

​

​

September 30, 

​

​

​

2025

​

2024

​

Cash paid for amounts included in the measurement of lease liabilities (in thousands)

​

$

2,385

​

$

2,338

​

Weighted-average remaining lease term of operating leases (in years)

​

​

4.7

​

​

5.7

​

Weighted-average discount rate of operating leases

​

​

5.8

%

​

5.8

%

 
Schedule of future minimum lease payments under non-cancelable operating leases

​

​

​

​

​

2025(1)

​

$

804

2026

​

 

3,252

2027

​

​

3,317

2028

​

​

3,384

2029

​

​

3,451

2030

​

 

1,450

Total future minimum lease payments

​

​

15,658

Less: present value adjustment

​

​

(1,924)

Operating lease liabilities

​

​

13,734

Less: current portion of operating lease liabilities

​

​

(3,236)

Operating lease liabilities, net of current portion

​

$

10,498

(1)For the three months ending December 31, 2025.

 
v3.25.3
Accrued Expenses and Other Current Liabilities (Tables)
 9 Months Ended
Sep. 30, 2025
Table Text Blocks  
Schedule of accrued expenses and other current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

    

September 30, 2025

    

December 31, 2024

Accrued compensation and benefits

​

$

10,625

​

$

14,547

Accrued litigation contingency reserve

​

​

7,500

​

​

—

Accrued interest

​

 

5,412

​

 

4,771

Accrued restructuring liabilities

​

​

2,548

​

​

560

Deferred revenue

​

​

1,048

​

​

2,032

Accrued taxes

​

​

656

​

​

521

Other

​

​

6,831

​

​

4,418

Total accrued expenses and other current liabilities

​

$

34,620

​

$

26,849

 
v3.25.3
Debt (Tables)
 9 Months Ended
Sep. 30, 2025
Table Text Blocks  
Schedule of outstanding convertible senior notes

​

​

​

​

​

​

​

​

​

September 30, 2025

​

​

December 31, 2024

Principal:

$

200,000

​

​

$

200,000

Less: unamortized debt issuance costs

​

(494)

​

​

​

(1,012)

Net carrying amount

$

199,506

​

​

$

198,988

 
Schedule of future minimum payments details of debt

​

​

​

​

​

2025(1)

​

$

1,500

2026

​

​

201,500

Total future minimum payments

 

​

203,000

Less: amounts representing interest

​

​

(3,000)

Less: unamortized debt issuance costs

​

​

(494)

2026 Convertible Notes balance

​

$

199,506

(1)For the three months ending December 31, 2025.

 
Secured Debt  
Table Text Blocks  
Schedule of interest expense

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

​

Nine Months Ended

​

​

September 30, 

​

​

September 30, 

​

    

2025

    

2024

​

​

2025

    

2024

Contractual interest expense

​

$

7,090

​

$

8,308

​

$

20,784

​

$

19,905

Amortization of debt issuance costs

​

​

244

​

​

180

​

​

732

​

​

541

Other financing costs

​

​

177

​

​

13

​

​

576

​

​

38

Total interest expense

​

$

7,511

​

$

8,501

​

$

22,092

​

$

20,484

 
Convertible Senior Notes  
Table Text Blocks  
Schedule of interest expense

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Contractual interest expense

​

$

750

​

$

750

​

$

2,250

​

$

2,938

Amortization of debt issuance costs

​

​

173

​

​

170

​

​

518

​

​

948

Total interest expense

​

$

923

​

$

920

​

$

2,768

​

$

3,886

 
v3.25.3
Employee Stock Benefit Plans (Tables)
 9 Months Ended
Sep. 30, 2025
Table Text Blocks  
Share-based compensation expense reflected in the condensed consolidated statements of operations

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended

​

Nine Months Ended

​

​

September 30, 

​

September 30, 

​

    

2025

    

2024

    

2025

    

2024

Share-based compensation expense:

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

$

1,270

​

$

1,714

​

$

4,158

​

$

5,760

Selling, general and administrative

​

​

2,342

​

​

6,615

​

​

9,170

​

​

19,524

Restructuring

​

​

—

​

​

—

​

​

99

​

​

—

Total share-based compensation expense included in operating expenses

​

​

3,612

​

​

8,329

​

​

13,427

​

​

25,284

Income tax expense (benefit)

​

​

(344)

​

​

(840)

​

​

2,565

​

​

(2,853)

Total share-based compensation expense, net of tax

​

$

3,268

​

$

7,489

​

$

15,992

​

$

22,431

 
v3.25.3
Summary of Significant Accounting Policies (Details)
Sep. 30, 2025
Accounting Standards Update 2023-09  
New Accounting Pronouncements  
Change in Accounting Principle, Accounting Standards Update, Adopted false
Accounting Standards Update 2024-03  
New Accounting Pronouncements  
Change in Accounting Principle, Accounting Standards Update, Adopted false
Accounting Standards Update 2024-04  
New Accounting Pronouncements  
Change in Accounting Principle, Accounting Standards Update, Adopted false
v3.25.3
Net Income (Loss) Per Share - Computation (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Numerator:        
Net Income (Loss) $ 40,080 $ 3,646 $ 26,293 $ (1,376)
Numerator used in computing net income (loss) per share - basic 40,080 3,646 26,293 (1,376)
Add back interest expense, net of tax benefit, on assumed conversion of 2026 Convertible Notes 693   2,076  
Numerator used in computing net income (loss) per share - diluted $ 40,773 $ 3,646 $ 28,369 $ (1,376)
Denominator:        
Weighted average number of common shares outstanding used in computing net income (loss) per share - basic (in shares) 162,215 159,706 161,642 158,810
Effect of dilutive securities:        
Effect of dilutive securities, 2026 Convertible Notes assumed conversion 14,934   14,934  
Weighted average number of common shares outstanding used in computing net income (loss) per share - diluted (in shares) 177,764 160,232 177,057 158,810
Net income (loss) per share - basic (in dollars per share) $ 0.25 $ 0.02 $ 0.16 $ (0.01)
Net income (loss) per share - diluted (in dollars per share) $ 0.23 $ 0.02 $ 0.16 $ (0.01)
Time-based Restricted Stock Units        
Effect of dilutive securities:        
Effect of dilutive securities, share-based compensation 334 49 217  
Performance-based Restricted Stock Units        
Effect of dilutive securities:        
Effect of dilutive securities, share-based compensation 94 439 128  
Restricted Stock        
Effect of dilutive securities:        
Effect of dilutive securities, share-based compensation 132 21 81  
Employee Stock        
Effect of dilutive securities:        
Effect of dilutive securities, share-based compensation 55 17 55  
v3.25.3
Net Income (Loss) Per Share - Anti-dilutive Securities (Details) - shares
shares in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Potentially dilutive securities        
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) 8,854 24,939 9,430 21,900
Employee Stock Option        
Potentially dilutive securities        
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) 3,487 4,678 3,798 4,906
Time-based Restricted Stock Units        
Potentially dilutive securities        
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares) 5,367 5,327 5,632 1,994
Performance-based Restricted Stock Units        
Potentially dilutive securities        
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)       66
1.50% Convertible Senior Notes due 2026        
Potentially dilutive securities        
Total potentially dilutive securities excluded from the computation of diluted weighted average shares outstanding (in shares)   14,934   14,934
v3.25.3
Collaboration, License, and Other Agreements - Summary (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenues:        
Revenue $ 122,060 $ 91,592 $ 248,442 $ 260,865
Collaborative arrangement, other agreements        
Revenues:        
Revenue   222 87 1,096
AbbVie Plc | Royalty        
Revenues:        
Revenue 900 800 2,700 2,300
AbbVie Plc | North America | Collaborative arrangements revenue        
Revenues:        
Revenue 120,466 89,426 246,285 254,035
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements        
Revenues:        
Revenue 120,466 89,426 246,285 254,035
AbbVie Plc | North America | Royalty        
Revenues:        
Revenue 820 540 2,187 2,019
AbbVie Plc | Europe and Other | Collaborative arrangement, collaboration and license agreements        
Revenues:        
Revenue 944 807 2,659 2,346
AstraZeneca | Collaborative arrangement, collaboration and license agreements        
Revenues:        
Revenue 77 91 239 286
AstraZeneca | Royalty        
Revenues:        
Revenue     200 300
Astellas Pharma Inc. | Collaborative arrangement, collaboration and license agreements        
Revenues:        
Revenue 423 413 1,224 1,200
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements        
Revenues:        
Revenue $ 150 $ 633 $ (2,052) $ 1,902
v3.25.3
Collaboration, License, and Other Agreements - Accounts Receivable (Details) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Accounts receivable, net    
Accounts receivable, net $ 120.4 $ 81.9
AbbVie Plc    
Accounts receivable, net    
Accounts receivable, net of accounts payable 119.8 81.3
Accounts payable $ 2.7 $ 3.1
v3.25.3
Collaboration, License, and Other Agreements - North America - General Information (Details)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2025
USD ($)
item
Sep. 30, 2024
USD ($)
$ / shares
Collaboration, License, Promotion and Other Commercial Agreements        
Research and development expense $ 22,468 $ 29,827 $ 73,273 $ 86,030
Net income per share, excluding collaborative arrangements revenue reduction - basic (in dollars per share) | $ / shares   $ (0.05)   $ (0.19)
Net income per share, excluding collaborative arrangements revenue reduction - diluted (in dollars per share) | $ / shares   $ (0.05)   $ (0.17)
AbbVie Plc        
Collaboration, License, Promotion and Other Commercial Agreements        
Remaining commercial-period performance obligations | item     3  
Cost sharing amount, reduction to research and development 1,400 $ 2,000 $ 4,100 $ 7,200
Collaborative arrangement, percentage of obligation of development costs incurred     50.00%  
Percentage of net profit from commercialization (as a percent)     50.00%  
Percentage of net loss from commercialization (as a percent)     50.00%  
North America | AbbVie Plc        
Collaboration, License, Promotion and Other Commercial Agreements        
Research and development expense $ 1,600 1,700 $ 4,800 5,200
North America | AbbVie Plc | Collaborative arrangements, LINZESS        
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue, reduction   $ 5,000   $ 43,000
v3.25.3
Collaboration, License, and Other Agreements - North America - Collaborative Arrangements Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenues:        
Revenue $ 122,060 $ 91,592 $ 248,442 $ 260,865
AbbVie Plc | Royalty        
Revenues:        
Revenue 900 800 2,700 2,300
AbbVie Plc | North America | Collaborative arrangements revenue        
Revenues:        
Revenue 120,466 89,426 246,285 254,035
AbbVie Plc | North America | Collaborative arrangement, collaboration and license agreements        
Revenues:        
Revenue 120,466 89,426 246,285 254,035
AbbVie Plc | North America | Collaborative arrangements, LINZESS        
Revenues:        
Revenue 119,646 88,886 244,098 252,016
AbbVie Plc | North America | Royalty        
Revenues:        
Revenue $ 820 $ 540 $ 2,187 $ 2,019
v3.25.3
Collaboration, License, and Other Agreements - North America - Commercial Efforts (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue $ 122,060 $ 91,592 $ 248,442 $ 260,865
Selling, general and administrative $ 21,908 36,113 62,963 110,682
Collaborative arrangements, LINZESS | AbbVie Plc | U.S.        
Collaboration, License, Promotion and Other Commercial Agreements        
Selling, general and administrative   $ 9,700 $ 3,400 $ 29,300
v3.25.3
Collaboration, License, and Other Agreements - North America - Royalty Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Revenues:        
Revenue $ 122,060 $ 91,592 $ 248,442 $ 260,865
Collaborative arrangements revenue | North America | AbbVie Plc        
Revenues:        
Revenue 120,466 89,426 246,285 254,035
Collaborative arrangement, collaboration and license agreements | North America | AbbVie Plc        
Revenues:        
Revenue 120,466 89,426 246,285 254,035
Royalty | AbbVie Plc        
Revenues:        
Revenue 900 800 2,700 2,300
Royalty | North America | AbbVie Plc        
Revenues:        
Revenue 820 540 2,187 2,019
Royalty | Canada and Mexico | AbbVie Plc        
Revenues:        
Revenue $ 800 $ 500 $ 2,200 $ 2,000
v3.25.3
Collaboration, License, and Other Agreements - European and Other Territories (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Oct. 31, 2015
Collaboration, License, Promotion and Other Commercial Agreements          
Revenue $ 122,060 $ 91,592 $ 248,442 $ 260,865  
Collaborative arrangement, collaboration and license agreements | AbbVie Plc | Europe and Other          
Collaboration, License, Promotion and Other Commercial Agreements          
Revenue 944 807 2,659 2,346  
Royalty | AbbVie Plc          
Collaboration, License, Promotion and Other Commercial Agreements          
Revenue $ 900 $ 800 $ 2,700 $ 2,300  
License | AbbVie Plc          
Collaboration, License, Promotion and Other Commercial Agreements          
Remaining milestone payment due upon the amendment to the license agreement         $ 42,500
Annual royalty     5 years    
v3.25.3
Collaboration, License, and Other Agreements - Japan (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue $ 122,060 $ 91,592 $ 248,442 $ 260,865
Collaborative arrangement, collaboration and license agreements | Astellas Pharma Inc.        
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue 423 413 1,224 1,200
Royalty | Astellas Pharma Inc., 2009 License Agreement, Amended 2019        
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue $ 400 $ 400 $ 1,200 $ 1,200
v3.25.3
Collaboration, License, and Other Agreements - China, Hong Kong and Macau (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue $ 122,060 $ 91,592 $ 248,442 $ 260,865
AstraZeneca        
Collaboration, License, Promotion and Other Commercial Agreements        
Collaborative arrangement, royalty percentage, aggregate annual net product sales, maximum (as a percent) 20.00%   20.00%  
Milestone payment to be received by company upon milestone achievement     $ 90,000  
AstraZeneca | Collaborative arrangement, collaboration and license agreements        
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue $ 77 $ 91 239 286
AstraZeneca | Royalty        
Collaboration, License, Promotion and Other Commercial Agreements        
Revenue     $ 200 $ 300
v3.25.3
Collaboration, License, and Other Agreements - Other Collaboration and License Agreements (Details)
$ in Thousands, ¥ in Millions
 1 Months Ended 3 Months Ended 9 Months Ended
Apr. 30, 2024
USD ($)
Apr. 30, 2024
JPY (¥)
Apr. 30, 2023
USD ($)
Mar. 31, 2022
USD ($)
Mar. 31, 2022
JPY (¥)
Sep. 30, 2025
USD ($)
item
Jun. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2025
USD ($)
item
Sep. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
Jun. 28, 2023
USD ($)
Mar. 31, 2022
JPY (¥)
Nov. 30, 2021
USD ($)
Collaboration, License, Promotion and Other Commercial Agreements                              
Revenue           $ 122,060   $ 91,592   $ 248,442 $ 260,865        
Deferred revenue, current           1,048       1,048   $ 2,032      
Research and development expense           22,468   29,827   73,273 86,030        
Accrued research and development costs           3,528       3,528   6,681      
Asahi Kasei Pharma Corporation                              
Collaboration, License, Promotion and Other Commercial Agreements                              
Deferred revenue, current           1,000       1,000   2,000      
Deferred revenue, noncurrent           $ 5,500       $ 5,500   $ 1,800      
Deferred revenue                         $ 4,300    
Collaborative arrangement, upfront payment received       $ 24,600 ¥ 3,000                    
Collaborative arrangement, development related payment, eligible to receive       13,100                   ¥ 1,600  
Collaborative arrangement, development related payment, received       9,000 1,100                    
Collaborative arrangement, development milestones, eligible to receive       8,200                   1,000  
Collaborative arrangement, development milestones, received $ 4,100 ¥ 500   4,100 ¥ 500                    
Collaborative arrangement, commercial and sales-based milestone payments, eligible to receive       $ 155,800                   ¥ 19,000  
Collaborative arrangement, performance obligations, number | item           2       2          
Asahi Kasei Pharma Corporation | Collaborative arrangements revenue                              
Collaboration, License, Promotion and Other Commercial Agreements                              
Revenue, reduction             $ 2,900                
Asahi Kasei Pharma Corporation | Collaborative arrangement, development and commercialization agreements                              
Collaboration, License, Promotion and Other Commercial Agreements                              
Revenue           $ 150   $ 633   $ (2,052) $ 1,902        
Revenue, reduction                   (2,100)          
Ferring International Center, S.A.                              
Collaboration, License, Promotion and Other Commercial Agreements                              
Estimated litigation contingency reserve           $ 7,500       $ 7,500          
COUR Pharmaceuticals Development Company, Inc.                              
Collaboration, License, Promotion and Other Commercial Agreements                              
Collaborative arrangement, upfront payment     $ 6,000                        
Collaborative arrangement, option to acquire license, exercise price, payable                             $ 35,000
Research and development expense                 $ 6,000            
Collaborative arrangement, right to apply credit against future amounts due     $ 6,600                        
v3.25.3
Fair Value of Financial Instruments - General Information (Details)
Sep. 30, 2024
Fair Value of Financial Instruments  
Threshold percentage of collateralized value (as a percent) 102.00%
v3.25.3
Fair Value of Financial Instruments - Measured on Recurring Basis (Details) - Recurring basis - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Assets:    
Total assets measured at fair value $ 108,016 $ 54,982
Money market funds    
Assets:    
Cash and cash equivalents 87,132 36,010
U.S. Treasury securities    
Assets:    
Cash and cash equivalents 11,372 11,044
Commercial paper    
Assets:    
Cash and cash equivalents 9,512 7,928
Fair Value, Inputs, Level 1    
Assets:    
Total assets measured at fair value 87,132 36,010
Fair Value, Inputs, Level 1 | Money market funds    
Assets:    
Cash and cash equivalents 87,132 36,010
Fair Value, Inputs, Level 2    
Assets:    
Total assets measured at fair value 20,884 18,972
Fair Value, Inputs, Level 2 | U.S. Treasury securities    
Assets:    
Cash and cash equivalents 11,372 11,044
Fair Value, Inputs, Level 2 | Commercial paper    
Assets:    
Cash and cash equivalents $ 9,512 $ 7,928
v3.25.3
Fair Value of Financial Instruments - Convertible Senior Notes (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Jun. 30, 2024
Aug. 31, 2019
Fair value disclosures        
Debt instrument, face amount $ 200,000 $ 200,000    
Convertible Senior Notes | 0.75% Convertible Senior Notes due 2024        
Fair value disclosures        
Debt instrument, face amount       $ 200,000
Stated interest rate (as a percent)       0.75%
Debt redeemed/repurchased     $ 200,000  
Convertible Senior Notes | 1.50% Convertible Senior Notes due 2026        
Fair value disclosures        
Debt instrument, face amount       $ 200,000
Stated interest rate (as a percent) 1.50%     1.50%
Convertible Senior Notes | 1.50% Convertible Senior Notes due 2026 | Fair Value, Inputs, Level 2        
Fair value disclosures        
Estimated fair value $ 178,200 $ 186,600    
v3.25.3
Leases - Letters of Credit (Details)
$ in Millions
Sep. 30, 2025
USD ($)
Summer Street Lease and Vehicle Lease  
Leases  
Letters of credit outstanding, amount $ 1.2
v3.25.3
Leases - Lease Cost (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Lease Cost        
Operating lease cost $ 627 $ 627 $ 1,880 $ 1,880
Short-term lease cost 39 335 317 1,080
Total lease cost $ 666 $ 962 $ 2,197 $ 2,960
v3.25.3
Leases - Supplemental Information (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Operating Leases    
Cash paid for amounts included in the measurement of lease liabilities $ 2,385 $ 2,338
Weighted-average remaining lease term of operating leases 4 years 8 months 12 days 5 years 8 months 12 days
Weighted-average discount rate of operating leases (as a percent) 5.80% 5.80%
v3.25.3
Leases - Summer Street Lease (Details)
ft² in Thousands, $ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Jun. 30, 2019
ft²
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
Operating Leases            
Weighted-average discount rate of operating leases (as a percent)   5.80% 5.80% 5.80% 5.80%  
Operating lease right-of-use assets   $ 9,775   $ 9,775   $ 11,028
Operating lease liability   13,734   13,734    
Operating lease cost   $ 627 $ 627 $ 1,880 $ 1,880  
Summer Street Lease            
Operating Leases            
Rentable area leased (in square feet) | ft² 39          
Annual rent escalation (as a percent) 2.00%          
Option to extend the term of the lease true          
Operating lease, renewal term 5 years          
Weighted-average discount rate of operating leases (as a percent)   5.80%   5.80%    
Operating lease right-of-use assets   $ 9,800   $ 9,800   11,000
Operating lease liability   13,700   13,700   $ 15,500
Operating lease cost   $ 600 $ 600 $ 1,900 $ 1,900  
v3.25.3
Leases - Future Minimum Lease Payments (Details)
$ in Thousands
Sep. 30, 2025
USD ($)
Future Minimum Lease Payments  
2025 (remainder of fiscal year) $ 804
2026 3,252
2027 3,317
2028 3,384
2029 3,451
2030 1,450
Total future minimum lease payments $ 15,658
v3.25.3
Leases - Operating Lease Obligations (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Operating lease obligations    
Total future minimum lease payments $ 15,658  
Less: present value adjustment (1,924)  
Operating lease liabilities 13,734  
Less: current portion of operating lease liabilities (3,236) $ (3,189)
Operating lease liabilities, net of current portion $ 10,498 $ 12,304
v3.25.3
Accrued Expenses and Other Current Liabilities - Tabular Disclosure (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Accrued Expenses    
Accrued compensation and benefits $ 10,625 $ 14,547
Accrued litigation contingency reserve 7,500  
Accrued interest 5,412 4,771
Accrued restructuring liabilities 2,548 560
Deferred revenue 1,048 2,032
Accrued taxes 656 521
Other 6,831 4,418
Total accrued expenses and other current liabilities $ 34,620 $ 26,849
v3.25.3
Accrued Expenses and Other Current Liabilities - Additional Information (Details) - USD ($)
$ in Millions
Sep. 30, 2025
Dec. 31, 2024
Accrued Expenses    
Other accrued liabilities, uninvoiced vendor liabilities $ 6.8 $ 4.3
v3.25.3
Debt - General Information (Details)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
May 31, 2023
USD ($)
Aug. 31, 2019
USD ($)
Sep. 30, 2024
USD ($)
Jun. 30, 2023
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2025
USD ($)
item
Dec. 31, 2024
USD ($)
Debt              
Debt instrument, face amount           $ 200,000 $ 200,000
Proceeds from revolving credit facility         $ 150,000    
Repayments of revolving credit facility         50,000    
Payments for convertible note hedges   $ 25,200          
Revolving Credit Agreement              
Debt              
Debt instrument, covenant, maximum consolidated secured net leverage ratio, interim period           3.25  
Debt instrument, covenant, maximum consolidated secured net leverage ratio, after interim period           3  
Revolving Credit Agreement | Secured Debt              
Debt              
Line of credit facility, frequency of commitment fee payment quarterly            
Percentage of capital stock of foreign subsidiaries pledged (as a percent) 65.00%            
Additional borrowing capacity, as percentage 100.00%            
Additional borrowing capacity, trailing period 12 months            
Debt instrument, covenant, maximum consolidated secured net leverage ratio, initial period           3.5  
Debt instrument, covenant, minimum interest coverage ratio           3  
Debt instrument, covenant, maximum consolidated secured net leverage ratio, initial period, consummates acquisition, after elected increase           4  
Debt instrument, covenant, maximum consolidated secured net leverage ratio, interim period, consummates acquisition, after elected increase           3.75  
Debt instrument, covenant, maximum consolidated secured net leverage ratio, after interim period, consummates acquisition, after elected increase           3.5  
Debt instrument, covenant, maximum consolidated secured net leverage ratio, consummates acquisition, number of fiscal quarters | item           4  
Debt instrument, covenant, maximum consolidated secured net leverage ratio, consummates acquisition, minimum consideration           $ 50,000  
Debt issuance costs, gross, incurred during period     $ 2,200 $ 2,900      
Debt issuance costs, net           3,200 3,900
Revolving Credit Agreement | Secured Debt | Minimum              
Debt              
Line of credit facility, unused capacity, commitment fee percentage 0.30%            
Additional borrowing capacity $ 200,000            
Revolving Credit Agreement | Secured Debt | Maximum              
Debt              
Line of credit facility, unused capacity, commitment fee percentage 0.425%            
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR), Adjusted Term Secured | Minimum              
Debt              
Debt instrument, basis spread on variable rate (as a percent) 1.75%            
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR), Adjusted Term Secured | Maximum              
Debt              
Debt instrument, basis spread on variable rate (as a percent) 3.00%            
Revolving Credit Agreement | Secured Debt | Secured Overnight Financing Rate (SOFR), One-month Adjusted Term              
Debt              
Debt instrument, basis spread on variable rate (as a percent) 1.00%            
Revolving Credit Agreement | Secured Debt | Fed Funds Effective Rate Overnight Index Swap Rate              
Debt              
Debt instrument, basis spread on variable rate (as a percent) 0.50%            
Revolving Credit Agreement | Secured Debt | Applicable Rate | Minimum              
Debt              
Debt instrument, basis spread on variable rate (as a percent) 0.75%            
Revolving Credit Agreement | Secured Debt | Applicable Rate | Maximum              
Debt              
Debt instrument, basis spread on variable rate (as a percent) 2.00%            
Secured Revolving Credit Facility | Secured Debt              
Debt              
Line of credit facility, maximum borrowing capacity $ 500,000   $ 550,000   $ 550,000    
Debt instrument, face amount           $ 385,000 $ 385,000
Letter of Credit Subfacility | Secured Debt              
Debt              
Debt instrument, face amount $ 10,000            
Debt instrument, maturity date range, end, period prior to stated maturity date, existing convertible notes then outstanding, unless case of clause 91 days            
v3.25.3
Debt - Interest Expense (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Secured Debt        
Interest Expense        
Contractual interest expense $ 7,090 $ 8,308 $ 20,784 $ 19,905
Amortization of debt issuance costs 244 180 732 541
Other financing costs 177 13 576 38
Total interest expense 7,511 8,501 22,092 20,484
Convertible Senior Notes        
Interest Expense        
Contractual interest expense 750 750 2,250 2,938
Amortization of debt issuance costs 173 170 518 948
Total interest expense $ 923 $ 920 $ 2,768 $ 3,886
v3.25.3
Debt - Convertible Senior Notes - Balances (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Aug. 31, 2019
Principal:      
Debt instrument, face amount $ 200,000 $ 200,000  
Less: unamortized debt issuance costs (494) (1,012)  
Net carrying amount $ 199,506 $ 198,988  
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes      
Principal:      
Debt instrument, face amount     $ 200,000
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes      
Principal:      
Debt instrument, face amount     $ 200,000
v3.25.3
Debt - Convertible Senior Notes - Future Minimum Payments (Details) - USD ($)
$ in Thousands
Sep. 30, 2025
Dec. 31, 2024
Future minimum payments of Convertible senior notes    
2025 (remainder of fiscal year) $ 1,500  
2026 201,500  
Total future minimum payments 203,000  
Less: amounts representing interest (3,000)  
Less: unamortized debt issuance costs (494) $ (1,012)
Net carrying amount $ 199,506 $ 198,988
v3.25.3
Debt - Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details)
 1 Months Ended 9 Months Ended
Aug. 31, 2019
USD ($)
D
$ / shares
Sep. 30, 2025
USD ($)
Dec. 31, 2024
USD ($)
Jun. 30, 2024
USD ($)
Debt        
Debt instrument, face amount   $ 200,000,000 $ 200,000,000  
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes        
Debt        
Net proceed received $ 391,000,000      
Fees and expenses $ 9,000,000      
Conversion rate, number of shares to be issued per 74.6687      
Principal amount used for debt instrument conversion ratio $ 1,000      
Initial conversion price (in dollars per share) | $ / shares $ 13.39      
Number of consecutive trading days before five business days during the measurement period | D 5      
Repurchase price 100.00%      
Percentage of aggregate principal amount of notes outstanding and payable in case of event of default under the agreement 25.00%      
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Calendar quarter commencing after December 31, 2019        
Debt        
Number of trading days | D 20      
Consecutive trading days | D 30      
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Measurement period        
Debt        
Number of business days immediately after any five consecutive trading day period during the measurement period | D 5      
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Minimum | Calendar quarter commencing after December 31, 2019        
Debt        
Minimum percentage of stock price 130.00%      
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes | Maximum | Measurement period        
Debt        
Conversion premium percentage on sale price of common stock 98.00%      
0.75% Convertible Senior Notes due 2024 | Convertible Senior Notes        
Debt        
Debt instrument, face amount $ 200,000,000      
Debt redeemed/repurchased       $ 200,000,000
Stated interest rate (as a percent) 0.75%      
1.50% Convertible Senior Notes due 2026 | Convertible Senior Notes        
Debt        
Debt instrument, face amount $ 200,000,000      
Stated interest rate (as a percent) 1.50% 1.50%    
Debt instrument, maturity date   Jun. 15, 2026    
Debt instrument term 7 years      
v3.25.3
Debt - Convertible Senior Notes Due 2022, Convertible Senior Notes Due 2024 and Convertible Senior Notes Due 2026 (Details) - Convertible Senior Notes - USD ($)
$ in Millions
 1 Months Ended
Aug. 31, 2019
Sep. 30, 2025
0.75% Convertible Senior Notes due 2024 and 1.50% Convertible Senior Notes due 2026    
Debt    
Debt issuance costs incurred $ 4.5  
1.50% Convertible Senior Notes due 2026    
Debt    
Debt instrument term 7 years  
Effective interest rate on liability components (as a percent)   1.90%
v3.25.3
Debt - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes (Details) - Capped Calls with Respect to 2024 Convertible Notes and 2026 Convertible Notes
$ / shares in Units, $ in Millions
 1 Months Ended
Aug. 31, 2019
USD ($)
$ / shares
$ / item
shares
Capped Calls  
Payment made to enter into Capped Calls $ 25.2
Payment made to enter into Capped Calls, premium 25.0
Payment made to enter into Capped Calls, transaction cost $ 0.2
Strike price (in dollars per share) | $ / shares $ 13.39
Cap price | $ / item 17.05
0.75% Convertible Senior Notes due 2024  
Capped Calls  
Number of shares covered by capped calls (in shares) | shares 14,933,740
1.50% Convertible Senior Notes due 2026  
Capped Calls  
Number of shares covered by capped calls (in shares) | shares 14,933,740
v3.25.3
Commitments and Contingencies (Details) - Sep. 30, 2025 - Tax Matter
$ in Thousands, SFr in Millions
CHF (SFr)
USD ($)
Loss Contingency, Estimate    
Loss contingency, estimate of possible loss | SFr SFr 2.6  
Loss Contingency Accrual, Disclosures    
Loss contingency accrual | $   $ 0
v3.25.3
Employee Stock Benefit Plans (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Employee Stock Benefit Plans        
Total share-based compensation expense included in operating expenses $ 3,612 $ 8,329 $ 13,427 $ 25,284
Income tax expense (benefit) (344) (840) 2,565 (2,853)
Total share-based compensation expense, net of tax 3,268 7,489 15,992 22,431
Research and Development Expense        
Employee Stock Benefit Plans        
Total share-based compensation expense included in operating expenses 1,270 1,714 4,158 5,760
Selling, General and Administrative Expenses        
Employee Stock Benefit Plans        
Total share-based compensation expense included in operating expenses $ 2,342 $ 6,615 9,170 $ 19,524
Restructuring Charges        
Employee Stock Benefit Plans        
Total share-based compensation expense included in operating expenses     $ 99  
v3.25.3
Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Income Taxes        
Income tax (benefit) expense $ 27,940 $ 13,723 $ 43,277 $ 42,579
Income taxes, previously capitalized research and development expenses $ 89,600   $ 89,600  
v3.25.3
Workforce Reduction and Restructuring (Details)
$ in Thousands
 1 Months Ended 3 Months Ended 9 Months Ended
Aug. 31, 2025
position
Jan. 31, 2025
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Sep. 30, 2025
USD ($)
Sep. 30, 2024
USD ($)
Restructuring Expenses            
Restructuring, net     $ 2,200 $ 16 $ 20,509 $ 2,520
VectivBio Acquisition-related Workforce Reductions, June 2023            
Restructuring Expenses            
Restructuring expenses     0   $ 300 $ 2,500
Restructuring Charges, Statement of Income or Comprehensive Income         Restructuring, net Restructuring, net
Reduction in Company-wide Workforce, January 2025            
Workforce Reduction            
Restructuring and related cost, number of positions eliminated, period percent (as a percent)   50.00%        
Restructuring Expenses            
Restructuring, net     (400)   $ 17,600  
Reduction in Workforce, August 2025            
Workforce Reduction            
Number of positions eliminated | position 10          
Restructuring Expenses            
Restructuring expenses     $ 2,600   $ 2,600  
Restructuring Charges, Statement of Income or Comprehensive Income     Restructuring, net   Restructuring, net  
v3.25.3
Segment Reporting (Details) - segment
 3 Months Ended 9 Months Ended
Sep. 30, 2025
Sep. 30, 2024
Sep. 30, 2025
Sep. 30, 2024
Segment Reporting        
Number of reportable segments 1 1 1 1
Segment Reporting, CODM, Individual Title and Position or Group Name srt:ChiefExecutiveOfficerMember, srt:ChiefFinancialOfficerMember srt:ChiefExecutiveOfficerMember, srt:ChiefFinancialOfficerMember srt:ChiefExecutiveOfficerMember, srt:ChiefFinancialOfficerMember srt:ChiefExecutiveOfficerMember, srt:ChiefFinancialOfficerMember