IRWD insider files Form 144 to sell 1,351 Nasdaq-listed Class A shares

Rhea-AI Filing Summary

Ironwood Pharmaceuticals filed a Form 144 reporting a proposed sale of 1,351 shares of Class A common stock on Nasdaq, with an aggregate market value of $1,188.88. The sale is listed with an approximate sale date of 08/11/2025. The filer acquired 4,000 shares as a Restricted Stock Unit award on 08/16/2023, and no securities of the issuer were reported sold by the filer in the past three months.

The filing includes the filer’s representation that they are not aware of any undisclosed material adverse information about the issuer. The shares to be sold amount to approximately 0.000835% of the 161,819,848 shares outstanding, indicating a very small proposed disposition relative to the company’s market capitalization.

Positive

• Small proposed sale: the 1,351 shares represent approximately 0.000835% of the 161,819,848 shares outstanding
• No reported sales in past three months: the filing states "Nothing to Report" for sales during the prior 3 months
• Acquisition disclosed: the filer reports the shares were acquired as Restricted Stock Unit awards on 08/16/2023

Negative

• None.

Insights

Securities Analyst

TL;DR: A routine small-scale Form 144 filing; proposed sale is immaterial versus total shares outstanding.

The filing documents a proposed sale of 1,351 Class A shares valued at $1,188.88 with an approximate sale date of 08/11/2025. Given the issuer’s reported 161,819,848 shares outstanding, the proposed sale represents roughly 0.000835% of the float, which is de minimis and unlikely to affect market supply or valuation materially. The filer acquired 4,000 RSUs on 08/16/2023, and no sales were reported in the prior three months, suggesting this is a routine disposition rather than a pattern of selling.

Corporate Governance Expert

TL;DR: Compliance-focused disclosure consistent with Rule 144 requirements; contains standard attestation about nonpublic material information.

The notice follows Rule 144 format and includes the statutory attestation that the filer is not aware of undisclosed material adverse information. The securities were acquired as RSU awards and remain subject to the disclosure and aggregation rules described. There are no indications of prior sales in the last three months reported on this form, and the proposed sale size is nominal relative to total shares outstanding, making this a routine governance disclosure rather than a material governance event.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	E Trade Securities LLC 3 Edison Drive Alpharetta GA 30005	1351	1188.88	161819848	08/11/2025	Nasdaq

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	08/16/2023	Restricted Stock Unit award granted pursuant to the Issuer's Amended and Restated 2019 Equity Incentive Plan, subject to vesting requirements	Ironwood Pharmaceuticals, Inc.			4000	08/16/2023	n/a

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What did Ironwood (IRWD) disclose in the Form 144?

The Form 144 reports a proposed sale of 1,351 Class A shares on Nasdaq with an aggregate market value of $1,188.88 and an approximate sale date of 08/11/2025.

How many shares does the proposed sale represent for IRWD?

The proposed sale of 1,351 shares represents about 0.000835% of the 161,819,848 shares outstanding reported in the filing.

When and how were the securities to be sold originally acquired?

The filer acquired 4,000 shares via a Restricted Stock Unit award on 08/16/2023 under the issuer's equity incentive plan.

Did the filer report any sales of issuer securities in the prior three months?

No. The filing states "Nothing to Report" for securities sold during the past three months.

What attestation does the filer make about material nonpublic information?

By signing the notice, the filer represents they do not know of any material adverse information about the issuer that has not been publicly disclosed.