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Ironwood Pharmaceuticals (IRWD) director and 10% owner reports new share grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Ironwood Pharmaceuticals insider activity: A reporting person associated with Ironwood Pharmaceuticals received an award of 4,178 shares of Class A common stock on 12/15/2025 at a price of $0 per share. The filing states this grant was issued under the company’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.

After this transaction, the reporting person directly beneficially owns 251,858 Class A shares and indirectly beneficially owns 15,919,435 Class A shares through Sarissa Capital Management LP and related funds, reflecting both personal and fund-related positions in IRONWOOD PHARMACEUTICALS INC (IRWD).

Positive

  • None.

Negative

  • None.
Insider DENNER ALEXANDER J, Sarissa Capital Management LP
Role Director, 10% Owner | 10% Owner
Type Security Shares Price Value
Grant/Award Class A Common Stock 4,178 $0.00 --
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 251,858 shares (Direct); Class A Common Stock — 15,919,435 shares (Indirect, See footnote)
Footnotes (1)
  1. Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of Sarissa Capital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein.
Form 4 Insider Transactions: What Each Field Means →
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
DENNER ALEXANDER J
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 12/15/2025 A(1) 4,178 A $0 251,858 D
Class A Common Stock 15,919,435 I See footnote(2)
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
1. Name and Address of Reporting Person*
DENNER ALEXANDER J
(Last) (First) (Middle)
C/O IRONWOOD PHARMACEUTICALS, INC.
100 SUMMER STREET, SUITE 2300
(Street)
BOSTON MA 02110
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Sarissa Capital Management LP
(Last) (First) (Middle)
500 WEST PUTNAM AVE
SUITE 400
(Street)
GREENWICH CT 06830
(City) (State) (Zip)
Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.
2. Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of Sarissa Capital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein.
/s/ Alexander Denner 12/17/2025
SARISSA CAPITAL MANAGEMENT LP, By: /s/ Alexander Denner, Name: Alexander Denner, Title: Chief Investment Officer 12/17/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction was reported for IRONWOOD PHARMACEUTICALS INC (IRWD)?

A reporting person received an award of 4,178 shares of Ironwood Class A common stock on 12/15/2025 at a price of $0 per share.

What is the insider’s total direct ownership in IRWD after this Form 4?

Following the reported transaction, the insider directly beneficially owns 251,858 shares of Ironwood Class A common stock.

What compensation policy was used for the IRWD share grant?

The 4,178-share award was issued pursuant to Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.

What is the relationship of the reporting person to IRONWOOD PHARMACEUTICALS INC (IRWD)?

The reporting person is identified as a Director and a 10% Owner of IRONWOOD PHARMACEUTICALS INC.

How does Dr. Alexander Denner relate to Sarissa Capital’s IRWD holdings?

Dr. Denner is described as the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa funds, and may be deemed to indirectly beneficially own their IRWD shares, while each party disclaims beneficial ownership except to the extent of pecuniary interest.