[Form 4] IRONWOOD PHARMACEUTICALS INC Insider Trading Activity

Rhea-AI Filing Summary

Ironwood Pharmaceuticals SVP and CMO Michael Shetzline reported automatic share sales to cover taxes on vesting restricted stock units. On Class A Common Stock and Common Stock, he sold a total of 32,582 shares in open-market transactions at weighted average prices around $3.81 and $3.66 per share. These sales were executed solely to satisfy tax withholding obligations and were not discretionary trades, and he continued to hold 521,425 shares afterward.

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^*

Shetzline Michael

(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)
	SVP, CMO, Head-Res&Drug

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)		15,570	D	$3.81(2)	538,437	D
Common Stock	02/24/2026		S(1)		17,012	A	$3.66(3)	521,425	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 did Ironwood Pharmaceuticals (IRWD) insider Michael Shetzline report on this Form 4?

He reported selling shares of Ironwood Pharmaceuticals stock in open-market transactions. The filing shows these sales were made to cover tax withholding obligations triggered by the vesting of restricted stock units, rather than discretionary trading decisions.

How many Ironwood Pharmaceuticals (IRWD) shares did Michael Shetzline sell?

He sold a total of 32,582 shares of Ironwood Pharmaceuticals stock across two transactions. These sales were executed to fund tax withholding obligations related to restricted stock unit vesting, rather than representing an elective reduction of his investment position.

At what prices were the IRWD shares sold by Michael Shetzline?

The reported prices are weighted averages of multiple trades, around $3.81 and $3.66 per share. Footnotes explain the individual trades occurred in price ranges between $3.60 and $4.05, with full breakdowns available on request from the reporting person.

Why were Michael Shetzline’s IRWD share sales characterized as non-discretionary?

The filing states the sales were required to cover tax withholding obligations from vesting restricted stock units. They occurred automatically under a sell-to-cover mechanism, meaning they were not initiated as discretionary investment trades by the reporting person.

How many Ironwood Pharmaceuticals (IRWD) shares does Michael Shetzline hold after these sales?

After the reported tax-related sales, he beneficially owned 521,425 shares of Ironwood Pharmaceuticals common stock. This post-transaction balance reflects his continuing equity stake following satisfaction of the required tax withholding on restricted stock unit vesting.

Were Michael Shetzline’s IRWD sales part of a trading plan or tax event?

The disclosure explains the transactions were tied to a tax event, not a trading plan. Shares were sold automatically to fund required tax withholding on restricted stock units, distinguishing them from discretionary buys or sells made for portfolio management reasons.