Ironwood (NASDAQ: IRWD) CEO receives 409,836-share restricted stock award

Rhea-AI Filing Summary

MCCOURT Thomas A reported acquisition or exercise transactions in this Form 4 filing.

IRONWOOD PHARMACEUTICALS INC reported that Chief Executive Officer Thomas A. McCourt received a grant of 409,836 shares of Class A Common Stock as a restricted stock unit award. This annual performance award vests in three equal installments of 33.33% on each approximate anniversary of the grant.

Following this award, McCourt directly holds 1,898,838 shares of Class A Common Stock. The grant is compensation-related and was recorded at no cash purchase price per share.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MCCOURT Thomas A

(Last) (First) (Middle)

C/O IRONWOOD PHARMACEUTICALS, INC.

100 SUMMER STREET, SUITE 2300

(Street)

BOSTON MA 02110

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
IRONWOOD PHARMACEUTICALS INC [ IRWD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	03/10/2026		A(1)		409,836	A	$0	1,898,838	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The restricted stock unit award, granted as an annual performance award, vests as to 33.33% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.

	/s/ Amir Vitale, Attorney-in-Fact	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did IRWD report for CEO Thomas A. McCourt?

IRONWOOD PHARMACEUTICALS reported that CEO Thomas A. McCourt received an annual performance-related restricted stock unit award covering 409,836 shares of Class A Common Stock. The award was granted at no cash purchase price and represents equity-based compensation rather than an open-market stock purchase.

How many IRWD shares does the CEO hold after this Form 4 transaction?

After the reported grant, CEO Thomas A. McCourt directly holds 1,898,838 shares of IRONWOOD PHARMACEUTICALS Class A Common Stock. This total includes the newly granted 409,836-share restricted stock unit award, reflecting his updated direct equity position as disclosed in the Form 4 filing.

How do the IRWD restricted stock units granted to the CEO vest?

The restricted stock unit award to IRWD’s CEO vests in three equal installments. Specifically, 33.33% of the shares vest on each approximate anniversary of the grant date, aligning the equity award with multi-year performance and service conditions described in the footnote to the Form 4 filing.

Was the IRWD CEO’s equity award an open-market stock purchase?

No, the IRWD CEO’s transaction was a grant of restricted stock units at a reported price of $0.00 per share, not an open-market purchase. It represents compensation awarded by the company, rather than the CEO buying shares on the public market from other investors.

What transaction code was used for the IRWD CEO’s Form 4 grant?

The Form 4 lists transaction code “A” for the IRWD CEO’s activity, indicating a grant, award, or other acquisition. This code confirms the 409,836-share restricted stock unit award is compensation-related, distinguishing it from open-market buys or sales of Class A Common Stock.