[Form 4] Ironwood Pharmaceuticals, Inc. - Insider Trading Activity

Rhea-AI Filing Summary

John Minardo, Chief Legal Officer of Ironwood Pharmaceuticals (IRWD), reported an automatic sale of 7,754 shares of Class A common stock on 08/11/2025 at $0.84 per share to satisfy tax withholding obligations arising from vested restricted stock units. Following the sale he beneficially owned 400,378 shares directly. The filing specifies this was a routine sell-to-cover tied to RSU vesting and notes no derivative transactions were reported.

Insights

Securities Analyst

TL;DR: A routine, non-discretionary sell-to-cover for RSU tax withholding; unlikely to be materially market-moving.

The Form 4 shows a sale of 7,754 Class A shares at $0.84 on 08/11/2025, leaving the reporting person with 400,378 shares beneficially owned directly. Because the filing explicitly describes the transaction as an automatic sell-to-cover to satisfy tax withholding on vested RSUs, this appears to be compensation-related rather than an active decision to liquidate holdings. No derivative transactions were reported, limiting complexity of insider exposure.

Corporate Governance Expert

TL;DR: Insider sale reflects standard equity compensation mechanics and tax withholding practices, not a discretionary governance concern.

The filing identifies John Minardo as Chief Legal Officer and documents an automatic sale to cover taxes on vested restricted stock units. Such sell-to-cover transactions are common when companies issue equity compensation and are typically administrative. The disclosure clarifies the nature of the sale, which supports transparency about insider activity and reduces governance red flags tied to opportunistic insider selling.

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^*

John Minardo

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
08/11/2025

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	08/11/2025		S(1)		7,754	D	$0.84	400,378	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.

	/s/ Amir Vitale, Attorney-in-Fact	08/13/2025
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Ironwood (IRWD) insider John Minardo sell?

The filing shows an automatic sale of 7,754 Class A common shares on 08/11/2025 at $0.84 per share.

Why was the sale by John Minardo made?

The sale was an automatic sell-to-cover transaction to satisfy tax withholding obligations related to vested restricted stock units.

How many Ironwood shares did John Minardo own after the transaction?

After the reported transaction the filing shows he beneficially owned 400,378 shares directly.

Were any derivative securities reported in this Form 4 for IRWD?

No derivative securities were reported in Table II; the filing only discloses a non-derivative sale of common stock.

Does the Form 4 indicate the sale was discretionary?

No. The filer states the sale was automatic to satisfy tax withholding and did not represent a discretionary trade by the reporting person.