ARDELYX, INC.

For the period ended Jun 16, 2026. Filed Apr 29, 2026.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 16, 2026 · Filed Apr 29, 2026

ARDX$2.88-3.7%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Ardelyx, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

400 Fifth Avenue, Suite 210, Waltham, MA 02451

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 16, 2026

To the Stockholders of Ardelyx, Inc.:

The 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) of Ardelyx, Inc., a Delaware corporation (the “Company”) will be held on June 16, 2026 at 8:30 a.m. Eastern Time. The 2026 Annual Meeting will be held entirely online. You will be able to attend the meeting online where you will be able to listen to the meeting live and vote. The 2026 Annual Meeting will be held for the following purposes:

(1)	To elect three Class III directors, Robert Bazemore, Muna Bhanji, R.Ph, and Richard Rodgers, each to hold office until the 2029 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, subject to his or her earlier death, resignation or removal;

(2)	To approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”), as disclosed in the proxy statement accompanying this notice pursuant to the compensation disclosure rules of the U.S. Securities and Exchange Commission (the “SEC”) (“Say-on-Pay”);

(3)	To approve, on a non-binding, advisory basis, whether a Say-on-Pay vote should occur every one (1) year, every two (2) years or every three (3) years;

(4)	To ratify the appointment, by the audit and compliance committee of our board of directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2026;

(5)

To approve the amendment (the “Equity Plan Amendment”) to the Amended and Restated 2014 Equity Incentive Award Plan (as amended, the “Restated Plan”) to increase the maximum number of shares of common stock that may be delivered pursuant to awards granted under the Restated Plan by 9,000,000 shares; and

(6)	To transact such other business as may properly come before the 2026 Annual Meeting or any adjournments or postponements thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders. Only stockholders who owned the Company’s common stock at the close of business on Wednesday, April 22, 2026 may vote at the 2026 Annual Meeting or any adjournments or postponements that take place. A complete list of registered stockholders will be available at our principal executive offices during ordinary business hours for examination by any stockholder of record for a period of ten days ending on the day before the 2026 Annual Meeting.

You are cordially invited to attend the virtual 2026 Annual Meeting online via live audio-only webcast atwww.virtualshareholdermeeting.com/ARDX2026. Whether or not you plan to attend the 2026 Annual Meeting online, please vote as soon as possible. You may vote via the Internet or by a toll-free telephone number, or by mailing a complete, signed and dated proxy card or voting instruction card in the envelope provided. Please note that any stockholder attending the 2026 Annual Meeting may vote online at the 2026 Annual Meeting, even if the stockholder has already voted via the Internet or by phone or returned a proxy card or voting instruction card by mail.

Our board of directors recommends that you vote “FOR” the election of the director nominees named in Proposal No. 1 of the proxy statement, “FOR” the approval, on a non-binding, advisory basis, of the Say-on-Pay proposal as described in Proposal No. 2 of the proxy statement, “EVERY ONE YEAR” on a non-binding, advisory basis as the frequency of future Say-on-Pay votes as described in Proposal No. 3 of the proxy statement, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026 as described in Proposal No. 4 of the proxy statement, and “FOR” the approval of the Equity Plan Amendment, as described in Proposal No. 5 of the proxy statement.

By Order of the Board of Directors:

/s/ Michael Raab

Michael Raab

Chief Executive Officer

Waltham, Massachusetts

April 29, 2026

400 Fifth Avenue, Suite 210

Waltham, MA 02451

PROXY STATEMENT HIGHLIGHTS

The summary below highlights certain information related to topics discussed throughout this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

VIRTUAL ANNUAL MEETING INFORMATION

Date:	Tuesday, June 16, 2026
Time:	8:30 a.m. Eastern Time
Location:	Online at www.virtualshareholdermeeting.com/ARDX2026
	Because the Annual Meeting is being held virtually, you will not be able to attend the Annual Meeting in person.
Record Date:	Wednesday, April 22, 2026

HOW TO VOTE

By Internet	By Telephone	By Mail	During the 2026 Annual Meeting
www.proxyvote.com	Toll-free at 1-800-690-6903	Complete and send proxy card by free post	Vote during the live webcast
You may vote at www.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card or voting instruction form. Votes submitted through the Internet must be received by 11:59 p.m. Eastern Time on Monday, June 15, 2026.	You may vote using a touch-tone telephone by calling 24 hours a day, seven days a week. You will need the 16-digit control number included on your proxy card or voting instruction form. Votes submitted by telephone must be received by 11:59 p.m. Eastern Time on Monday, June 15, 2026.	You may submit your vote by completing, signing and dating your proxy card or voting instruction form and returning it in the prepaid envelope. Proxy cards submitted by mail must be received no later than June 15, 2026.	You may vote during the 2026 Annual Meeting by going to: www.virtualshareholdermeeting.com/ARDX2026. You will need the 16-digit control number included on your proxy card or voting instruction form. If you previously voted via the Internet, by telephone, or by mail, that vote will be cancelled if you vote online at the 2026 Annual Meeting.

CAST YOUR VOTE RIGHT AWAY

Please cast your vote on all of the proposals listed below to ensure that your shares are represented.

Proposal	Board Recommendation
(1) Election of the Class III directors.	FOR each nominee
(2) Advisory vote to approve the compensation paid to our NEOs.	FOR
(3) Advisory vote on the frequency of an advisory vote to approve NEO compensation.	EVERY ONE YEAR
(4) Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.	FOR
(5) Approval of the Equity Plan Amendment.	FOR

STOCKHOLDER VOTE REQUESTED: AMENDMENT TO AMENDED AND RESTATED 2014 EQUITY INCENTIVE AWARD PLAN PROPOSAL

Our stockholders are being asked to approve an amendment to the Restated Plan to increase the shares reserved for issuance under the Restated Plan by 9,000,000 shares. This increase is essential to our continued success as we scale our operations and commercialize our products. In an intensely competitive labor market, equity compensation remains our most vital tool for attracting, motivating, and retaining the industry-leading talent necessary to drive our business forward. By providing our directors and employees with an ownership stake, we ensure their interests are directly aligned with those of our stockholders, focusing our entire team on the delivery of long-term stockholder value.

With this Equity Plan Amendment, our projected overhang is expected to reach approximately 26.3%, which is in-line with our overhang rate for the prior three years and is a reflection of our disciplined history of share management, including our avoidance of equity financing transactions and larger issuance of shares of our stock, which has protected stockholders from ongoing dilution. The “evergreen” provisions of the Restated Plan were previously removed, ensuring stockholders have a direct vote on all share reserve increases. As a result, stockholder approval of this amendment is critical to ensure we can continue to appropriately utilize equity to attract top talent and incentivize our workforce.

Reasons to Vote FOR the Equity Plan Amendment

•	Fuel Strategic Growth: Secure the necessary share reserve to support our continued growth and optimization of our commercial and pipeline development efforts through 2027.

•	Attract and Retain Top Talent: Help ensure we remain competitive in a high-demand labor market by offering equity incentives that are essential for recruiting and retaining industry-leading professionals.

•	Align Employee and Stockholder Interests: Broad-based equity participation fosters an “owner’s mindset” across the entire organization, directly linking employee rewards to long-term stockholder value.

•	Stockholder Dilution Protection: Our overhang remains steady and is a result of our disciplined equity management and commitment to transparency, including our avoidance of equity financing transactions and larger issuance of shares of our stock. The removal of the “evergreen” provisions ensures you have a direct vote on all share increases rather than allowing automatic, hidden dilution.

•	Support Responsible Governance: The Restated Plan, inclusive of the Equity Plan Amendment, incorporates a broad range of compensation and governance best practices, as more fully described under “Other Key Features of the Restated Plan (including the Equity Plan Amendment)” below.

Our board of directors strongly recommends a vote FOR this proposal to provide the Company with the necessary resources to sustain our growth momentum through 2027 and beyond.

GOVERNANCE AND EXECUTIVE COMPENSATION HIGHLIGHTS

We are committed to maintaining strong corporate governance and executive compensation practices, and we regularly review such practices to build on our success and drive long-term stockholder value. The highlights of our corporate governance and executive compensation practices include the following:

Governance Highlights
All of our directors are independent, other than Michael Raab, our chief executive officer.	We have an independent chairperson on our board of directors who is separate from the chief executive officer position.
We have 100% independence among members of each committee of our board of directors.	All of our directors attended at least 75% of board and committee meetings in 2025, and on average, our directors had a 95% attendance rate.
We seek annual advisory approval of NEO compensation by our stockholders.	We do not have a stockholder rights plan, a takeover defense commonly referred to as a “poison pill.”
Our board of directors and each of its committees conduct periodic self-evaluations.	We conduct regular executive sessions of independent directors at meetings of our board of directors.
We believe all of our directors’ commitments align with stockholders and market best practices.	We have adopted robust corporate governance guidelines, which are published on our website at https://ir.ardelyx.com/governance-and-financials.

Executive Compensation Practices
We are committed to our pay-for-performance compensation program, with significant ratio of target compensation opportunities allocated to at-risk, variable incentives.	We have double-trigger (versus single-trigger) vesting of outstanding equity awards in connection with a change in control, unless equity awards are not assumed.
We have market-competitive target pay levels benchmarked against a comparable set of peer companies to maintain competitiveness of our pay program.	We do not offer our executive team any substantially enhanced benefits or perquisites when compared with our overall employee population.
We use multiple incentive plan metrics covering key financial, scientific, operational, strategic, and people goals that align with our value creation strategy.	We maintain a minimum stock ownership policy applicable to our executive officers and directors in order to help align their long-term interests with those of our stockholders.
We utilize both short- and long-term incentives to balance risk and reward.	We do not permit hedging or pledging of company stock.
We allow the compensation and leadership development committee full negative discretion to reduce incentives.	We do not permit repricing of outstanding stock options without stockholder approval.
We maintain a compensation recoupment (clawback) policy in compliance with applicable Nasdaq Stock Market rules.	We do not provide for excise tax gross ups.
We regularly assess the risk of our compensation program.	We provide no guarantees for increases to annual compensation.

STOCKHOLDER ENGAGEMENT

We view stockholder engagement as a core part of effective corporate governance and regularly conduct outreach to understand stockholder perspectives on governance, executive compensation and disclosures. Our management team, as well as our board of directors, the nominating and corporate governance committee of our board of directors, and the compensation and leadership development committee of our board of directors, consider stockholder feedback, along with input from other stakeholders and advisors, when evaluating governance and compensation actions in the best interests of the Company and its stockholders. For example, in 2026, we updated the committee composition for both the nominating and corporate governance committee and compensation and leadership development committee in response to stockholder input, to broaden the different classes of directors represented on the nominating and corporate governance committee. The Company also considered stockholder feedback when designing and implementing a minimum stock ownership policy for executive officers and directors, which was approved by our board of directors in late 2025. In addition, in alignment with stockholder feedback, we previously removed the “evergreen” provision from the Restated Plan, ensuring stockholders have a direct vote on all share reserve increases.

We expect to continue outreach following the filing of this proxy statement with the SEC to seek support for the 2026 Annual Meeting proposals and to solicit feedback on governance and compensation matters of importance to our stockholders.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.