Tax-withholding share sale by Ironwood (IRWD) Chief Commercial Officer

Rhea-AI Filing Summary

IRONWOOD PHARMACEUTICALS INC Chief Commercial Officer Tammi L. Gaskins reported automatic sales of Class A common stock to cover taxes on vesting restricted stock units. She sold 10,287 shares on February 23 at a weighted average price of $3.81 and 11,239 shares on February 24 at a weighted average price of $3.66, in open-market transactions. The filing states these were mandatory “sell to cover” transactions for tax withholding and not discretionary trades. After these sales, she held 213,738 shares of Ironwood common stock directly.

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^*

Gaskins Tammi L

(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 Commercial 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)		10,287	D	$3.81(2)	224,977	D
Class A Common Stock	02/24/2026		S(1)		11,239	D	$3.66(3)	213,738	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 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).
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 insider transaction did IRWD’s Chief Commercial Officer report?

Tammi L. Gaskins reported selling shares of IRWD Class A common stock. The transactions were automatic sales to cover tax withholding from vesting restricted stock units, rather than discretionary trades initiated for portfolio or valuation reasons.

How many IRWD shares did Tammi L. Gaskins sell in this Form 4?

She sold a total of 21,526 IRWD Class A common shares. This consisted of 10,287 shares on February 23 and 11,239 shares on February 24, both reported as open-market sales for tax withholding purposes tied to restricted stock unit vesting.

At what prices were the IRWD shares sold by the Chief Commercial Officer?

The February 23 sale reported a weighted average price of $3.81 per share. The February 24 sale reported a weighted average price of $3.66 per share. Each price reflects multiple trades executed within specified intraday ranges noted in the filing footnotes.

Were the IRWD insider stock sales discretionary trades by Tammi L. Gaskins?

No, the filing specifies the sales were automatic to cover tax withholding obligations. They resulted from the vesting of restricted stock units and were executed as “sell to cover” transactions, not discretionary trading decisions by the reporting person.

How many IRWD shares does Tammi L. Gaskins hold after these transactions?

After completing the reported tax-withholding sales, she directly owned 213,738 shares of IRWD Class A common stock. This post-transaction holding reflects her remaining equity position following the automatic sell-to-cover transactions described in the Form 4.

What trading ranges applied to the reported IRWD share sale prices?

For the $3.81 weighted average sale on February 23, trades occurred between $3.70 and $4.05 per share. For the $3.66 weighted average sale on February 24, trades occurred between $3.60 and $3.73 per share, as detailed in the filing’s footnotes.