Ironwood Pharmaceuticals (IRWD) CEO logs automatic tax sell-to-cover sales

Rhea-AI Filing Summary

Ironwood Pharmaceuticals Chief Executive Officer Thomas A. McCourt reported automatic sales of Class A Common Stock to cover tax withholding from vested restricted stock units. On February 23 and 24, 2026, a total of 198,283 shares were sold in open-market transactions classified as non-derivative sales.

The filing notes these were sell-to-cover transactions executed automatically to satisfy tax obligations and did not represent discretionary trades by McCourt. Weighted average sale prices were reported, with shares on one day sold between $3.70 and $4.05 and on the other between $3.60 and $3.73. Following the February 24 sale, he directly held 1,489,002 shares. A footnote also records his acquisition of 4 shares under the company’s employee stock purchase plan on December 31, 2025.

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)
02/23/2026

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	02/23/2026		S(1)		94,757	D	$3.81(2)	1,592,528(3)	D
Class A Common Stock	02/24/2026		S(1)		103,526	D	$3.66(4)	1,489,002	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 sale reported on this Form 4 represents shares required to be sold by the reporting person to cover tax withholding obligations in connection with the vesting of restricted stock units. The sale occurred automatically to satisfy the tax withholding obligations to be funded by a sell to cover transaction and does not represent a discretionary trade by the reporting person.

2. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.70 to $4.05, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

3. The reporting person acquired 4 shares of Class A Common Stock under the issuer's employee stock purchase plan on December 31, 2025.

4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.60 to $3.73, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

	/s/ Amir Vitale, Attorney-in-Fact	02/25/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transaction did Ironwood Pharmaceuticals (IRWD) report for Thomas A. McCourt?

Ironwood’s CEO Thomas A. McCourt reported automatic sales of Class A Common Stock to cover tax withholding from vested restricted stock units. These transactions were open-market sales classified as non-derivative and executed as sell-to-cover tax events rather than discretionary trading activity.

How many IRWD shares did Thomas A. McCourt sell, and at what price ranges?

Thomas A. McCourt sold 198,283 IRWD shares over two days. The filing reports weighted average prices, with shares sold in multiple trades between $3.70–$4.05 on one day and between $3.60–$3.73 on the other, all in open-market transactions.

Were Thomas A. McCourt’s IRWD stock sales discretionary trades?

No. The filing states the IRWD share sales occurred automatically to satisfy tax withholding obligations tied to vesting restricted stock units. It explicitly notes these sell-to-cover transactions do not represent discretionary trades by Thomas A. McCourt in the open market.

How many Ironwood Pharmaceuticals shares does Thomas A. McCourt hold after these sales?

After the February 24, 2026 transaction, Thomas A. McCourt directly held 1,489,002 shares of Ironwood Pharmaceuticals Class A Common Stock. This total reflects his updated direct ownership position following the reported automatic sell-to-cover sales for tax withholding purposes.

Did Thomas A. McCourt acquire any IRWD shares through an employee stock purchase plan?

Yes. A footnote explains that Thomas A. McCourt acquired 4 shares of Ironwood Pharmaceuticals Class A Common Stock under the company’s employee stock purchase plan on December 31, 2025, demonstrating routine participation in the issuer’s employee equity purchase program.

What do the weighted average prices mean in Thomas A. McCourt’s IRWD sales?

The reported prices are weighted averages for multiple trades executed within disclosed ranges on each day. The filing notes shares were sold in separate transactions across those ranges and that full price-by-trade details are available upon request from the company, shareholders, or regulators.