Ironwood director granted 63,481 restricted shares

Kessler Marla L reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Kessler Marla L reported acquisition or exercise transactions in this Form 4 filing.

IRONWOOD PHARMACEUTICALS INC director Marla L. Kessler received a grant of 63,481 shares of Class A Common Stock as restricted stock. The award was granted under the company’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.

The restricted stock vests in full on the date immediately preceding the annual meeting of stockholders for the next calendar year. Following this grant, Kessler directly holds 229,364 shares of Class A Common Stock, reflecting routine equity-based director compensation rather than an open-market purchase or sale.

Insider Trade Summary

Grant/Award: 63,481 shares

Grant/Award 1 txn

Insider Kessler Marla L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	63,481	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 229,364 shares (Direct)

Footnotes (1)

1. F1. The restricted stock, granted pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024, vests in full on the date immediately preceding the date of the annual meeting of stockholders for the next calendar year.

Key Figures

Restricted stock grant: 63,481 shares Grant price: $0.00 per share Shares held after grant: 229,364 shares +2 more

5 metrics

Restricted stock grant 63,481 shares Class A Common Stock granted as award on June 16, 2026

Grant price $0.00 per share Stated transaction price for restricted stock award

Shares held after grant 229,364 shares Total Class A Common Stock directly owned after transaction

Vesting condition Full vest before next annual meeting Vests on date immediately preceding annual stockholders’ meeting for next calendar year

Compensation policy Second Amended and Restated Non-employee Director Compensation Policy Policy effective January 1, 2024 governing the grant

Key Terms

restricted stock, Second Amended and Restated Non-employee Director Compensation Policy, annual meeting of stockholders, Class A Common Stock

4 terms

restricted stock financial

"The restricted stock, granted pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024, vests in full..."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Second Amended and Restated Non-employee Director Compensation Policy financial

"The restricted stock, granted pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024..."

annual meeting of stockholders financial

"...vests in full on the date immediately preceding the date of the annual meeting of stockholders for the next calendar year."

Class A Common Stock financial

"security_title: Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did IRWD director Marla Kessler report on this Form 4?

Marla L. Kessler reported receiving 63,481 shares of IRWD Class A Common Stock as a restricted stock grant. This was a compensation-related award, not an open-market trade, and increased her direct holdings to 229,364 shares after the transaction.

Is the IRWD Form 4 transaction a stock purchase or a compensation grant?

The IRWD Form 4 reflects a compensation grant, not a market purchase. Director Marla Kessler received 63,481 restricted shares at a stated price of $0.00 per share under the non-employee director compensation policy, classified as a grant or award acquisition.

When do Marla Kessler’s newly granted IRWD restricted shares vest?

The 63,481 restricted IRWD shares vest in full immediately before the next annual meeting of stockholders. The footnote states vesting occurs on the date immediately preceding the annual meeting for the next calendar year, aligning vesting with the director’s service period.

How many IRWD shares does Marla Kessler hold after this Form 4 grant?

After the restricted stock grant, Marla Kessler directly holds 229,364 IRWD Class A Common shares. This total reflects her position following the 63,481-share award, as disclosed in the Form 4’s post-transaction ownership column for non-derivative securities.

What policy governed the IRWD restricted stock grant to director Marla Kessler?

The grant was made under Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. This policy governs how non-employee directors are compensated with equity awards such as restricted stock grants tied to board service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 04:45 PM Learn about SEC filing dates

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^*

Kessler Marla L

(Last) (First) (Middle)

C/O IRONWOOD PHARMACEUTICALS, INC.

100 SUMMER STREET, SUITE 2300

(Street)

BOSTON MASSACHUSETTS 02110

(City) (State) (Zip)

UNITED STATES

(Country)

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
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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

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

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

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	06/16/2026		A(1)		63,481	A	$0	229,364	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, granted pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024, vests in full on the date immediately preceding the date of the annual meeting of stockholders for the next calendar year.

	/s/ Amir Vitale, Attorney-in-Fact	06/17/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)