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

Rhea-AI Filing Summary

Ronald Silver, identified as an officer (Principal Accounting Officer) of Ironwood Pharmaceuticals (IRWD), reported a sale of 2,846 Class A common shares on 08/11/2025 at $0.84 per share to satisfy tax withholding obligations arising from the vesting of restricted stock units. The filing states the sale was an automatic sell-to-cover transaction to fund withholding and was not a discretionary trade.

After the reported transaction the reporting person beneficially owned 276,809 shares, held directly. The Form 4 lists no derivative transactions and includes an explanation that the disposition was solely to cover taxes related to RSU vesting.

Positive

• Sale was an automatic sell-to-cover to satisfy RSU tax withholding, not a discretionary trade
• Reporting person continues to beneficially own 276,809 shares (direct ownership)
• Filing discloses specific quantities and price: 2,846 shares sold at $0.84 per share

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine sell-to-cover of vested RSUs; limited informational impact for investors.

The transaction is described as an automatic sell-to-cover to satisfy tax withholding tied to RSU vesting, not a voluntary liquidation. Such transactions typically reflect tax mechanics rather than a change in insider conviction. The report discloses the exact quantity sold (2,846 shares at $0.84) and the residual beneficial ownership (276,809 shares), providing transparent detail for modeling insider holdings.

Corporate Governance Expert

TL;DR: Administrative disposition for tax purposes; no governance or compensation red flags evident.

The Form 4 explicitly states the sale was to cover tax withholding on vested restricted stock units and was executed automatically. Because the filing identifies the sale as non-discretionary and provides the post-transaction direct ownership amount, it supplies necessary disclosure without indicating a governance concern or 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^*

Silver Ronald

(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)
	Principal Accounting 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)		2,846	D	$0.84	276,809	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 Ronald Silver sell in the Form 4 for Ironwood (IRWD)?

2,846 Class A common shares were sold.

At what price were the shares sold?

The sale price reported is $0.84 per share.

Why was the sale made according to the filing?

The sale was executed to satisfy tax withholding obligations in connection with the vesting of restricted stock units and was automatic, not discretionary.

How many shares does the reporting person own after the transaction?

The reporting person beneficially owns 276,809 shares following the reported transaction, held directly.

When did the reported transaction occur?

The transaction date shown on the Form 4 is 08/11/2025.