Ironwood (NASDAQ: IRWD) director awarded restricted stock that vests before next meeting

Rhea-AI Filing Summary

Ironwood Pharmaceuticals director Alexander J. Denner reported stock awards of Class A Common Stock, received as non-cash compensation. On June 16, 2026, he acquired 63,481 shares at a price of $0.00 per share, increasing his direct holdings to 323,855 shares.

On June 15, 2026, he was also granted 4,065 shares at $0.00 per share, with 260,374 shares held directly after that grant. The footnotes state these restricted shares were issued under Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024, and will vest in full on the date immediately preceding the next year’s annual meeting of stockholders.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider DENNER ALEXANDER J

Role null

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	63,481	$0.00	--
Grant/Award	Class A Common Stock	4,065	$0.00	--

Holdings After Transaction: Class A Common Stock — 323,855 shares (Direct, null)

Footnotes (1)

1. Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. 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

Stock award on June 16, 2026: 63,481 shares Stock award on June 15, 2026: 4,065 shares Holdings after June 16 award: 323,855 shares +2 more

5 metrics

Stock award on June 16, 2026 63,481 shares Class A Common Stock grant at $0.00 per share

Stock award on June 15, 2026 4,065 shares Class A Common Stock grant at $0.00 per share

Holdings after June 16 award 323,855 shares Total Class A Common Stock directly held post-transaction

Holdings after June 15 award 260,374 shares Total Class A Common Stock directly held after earlier grant

Acquisition transactions reported 2 transactions Both coded A as grant, award, or other acquisition

Key Terms

restricted stock, Second Amended and Restated Non-employee Director Compensation Policy, vests in full, annual meeting of stockholders

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

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

vests in full financial

"The restricted stock... vests in full on the date immediately preceding the date of the annual meeting..."

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."

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/17/2026 - 04:42 PM Accepted by SEC EDGAR 06/17/2026 - 04:42 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^*

DENNER ALEXANDER J

(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)
06/15/2026

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	06/15/2026		A(1)		4,065	A	$0	260,374	D
Class A Common Stock	06/16/2026		A(2)		63,481	A	$0	323,855	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. Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.

2. 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/ Alexander Denner	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 insider transactions did IRWD director Alexander J. Denner report?

Alexander J. Denner reported two stock awards of Ironwood Class A Common Stock. He received 63,481 shares on June 16, 2026 and 4,065 shares on June 15, 2026, both at a stated price of $0.00 per share as equity compensation.

How many IRWD shares does Alexander J. Denner hold after these awards?

After the June 16, 2026 award, Alexander J. Denner directly holds 323,855 Ironwood Class A Common shares. Following the June 15, 2026 grant, his direct holdings were 260,374 shares, showing these are incremental equity awards rather than sales or reductions.

Were Alexander J. Denner’s IRWD share awards open-market purchases?

No. The Form 4 classifies both transactions with code A as grants or awards at $0.00 per share. Footnotes explain the shares are restricted stock issued under Ironwood’s Non-employee Director Compensation Policy, indicating compensation grants instead of open-market buying.

What compensation policy governs Alexander J. Denner’s IRWD stock grants?

The awards were issued under Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. This policy provides restricted stock grants to non-employee directors as part of their compensation in lieu of cash-based awards.

When do Alexander J. Denner’s IRWD restricted shares vest?

According to the footnotes, the restricted stock granted under the Non-employee Director Compensation Policy vests in full on the date immediately preceding the annual meeting of stockholders for the next calendar year, aligning vesting with the company’s regular governance cycle.

Does this IRWD Form 4 show any stock sales by Alexander J. Denner?

No. The transaction summary shows two acquisition-type entries and zero sales. Both are coded A for grants or awards, with no sale, tax-withholding, or gift codes reported, indicating purely compensatory equity grants rather than dispositions of existing holdings.