Ironwood Pharmaceuticals (IRWD) director granted 63,481 restricted shares in latest Form 4

Rhea-AI Filing Summary

Duane Jon R reported acquisition or exercise transactions in this Form 4 filing.

IRONWOOD PHARMACEUTICALS INC director Jon R. Duane received a grant of 63,481 shares of Class A Common Stock as equity compensation. The award was made at a price of $0.00 per share under the company’s Second Amended and Restated Non-employee Director Compensation Policy.

The restricted stock will vest in full on the date immediately preceding the annual meeting of stockholders for the next calendar year. Following this grant, Duane directly holds a total of 253,820 shares of Ironwood Pharmaceuticals common stock. This filing reflects a routine director equity award rather than an open-market purchase or sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Duane Jon R

Role null

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

Holdings After Transaction: Class A Common Stock — 253,820 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Restricted stock grant: 63,481 shares Grant price per share: $0.00 per share Shares owned after grant: 253,820 shares +2 more

5 metrics

Restricted stock grant 63,481 shares Class A Common Stock awarded to Jon R. Duane

Grant price per share $0.00 per share Price for restricted stock award

Shares owned after grant 253,820 shares Total direct holdings following transaction

Transaction code A (grant, award, or other acquisition) SEC Form 4 transaction classification

Vesting schedule Vests in full before next annual meeting Restricted stock vesting condition

Key Terms

restricted stock, Second Amended and Restated Non-employee Director Compensation Policy, annual meeting of stockholders, Form 4

4 terms

restricted stock financial

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

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 regulatory

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

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/17/2026 - 04:43 PM Accepted by SEC EDGAR 06/17/2026 - 04:43 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^*

Duane Jon R

(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	253,820	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)

FAQ

What did Ironwood Pharmaceuticals (IRWD) director Jon R. Duane report in this Form 4?

Jon R. Duane reported receiving 63,481 shares of Ironwood Class A Common Stock as restricted stock. The shares were granted as director compensation at $0.00 per share and increase his direct holdings to 253,820 shares after the transaction.

Is the Jon R. Duane Form 4 transaction for IRWD a purchase or a grant?

The Form 4 shows an equity grant, not an open-market purchase. Duane received 63,481 restricted shares coded as a grant or award under Ironwood’s non-employee director compensation policy, with no cash price paid per share in this transaction.

When do Jon R. Duane’s new IRWD restricted stock shares vest?

The 63,481 restricted shares vest in full on the date immediately preceding Ironwood’s annual meeting of stockholders for the next calendar year. Until then, the award remains restricted stock granted under the director compensation policy.

How many IRWD shares does Jon R. Duane hold after this restricted stock award?

After receiving the 63,481-share restricted stock grant, Jon R. Duane directly holds 253,820 shares of Ironwood Class A Common Stock. This figure reflects his total direct ownership immediately following the reported Form 4 transaction.

What policy governs the IRWD restricted stock grant to Jon R. Duane?

The restricted stock grant was made under Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. This policy governs equity compensation for non-employee directors, including vesting terms tied to the next annual stockholder meeting.

Does the Jon R. Duane IRWD Form 4 involve any stock sales?

No, the Form 4 does not report any stock sales. It only shows an acquisition of 63,481 restricted shares as a director grant at $0.00 per share, increasing Duane’s direct holdings to 253,820 shares with no dispositions disclosed.