[Form 4] IRONWOOD PHARMACEUTICALS INC Insider Trading Activity

Rhea-AI Filing Summary

Alexander J. Denner, a director and 10% owner of Ironwood Pharmaceuticals (IRWD), reported a non-derivative acquisition of 11,718 shares of Class A common stock on 09/15/2025 at no cash price under the company's non-employee director compensation policy effective January 1, 2024. After the reported transaction, Mr. Denner directly beneficially owned 247,680 shares. The filing also reports that his indirect beneficial ownership held through Sarissa Capital and related funds totals 15,919,435 shares, a decrease attributed to termination of an investment advisory agreement for a separately managed account. The report is signed 09/17/2025.

Insights

Securities Analyst

TL;DR: Director received director compensation shares; indirect holdings fell due to advisory agreement termination.

Mr. Denner's receipt of 11,718 Class A shares as compensation is a routine, non-cash director award under the company's adopted policy. The direct holding of 247,680 shares is modest relative to his sizeable indirect position through Sarissa Capital and affiliated funds. The reduction in indirectly held shares appears administrative, tied to the end of an advisory mandate rather than a market sale by the funds. For investors, this filing documents governance-related compensation and a change in beneficial ownership structure without indicating a market disposition by the reporting person.

Corporate Governance Expert

TL;DR: Filing discloses routine director compensation and clarifies beneficial ownership changes from advisory termination.

The issuance pursuant to the Second Amended and Restated Non-employee Director Compensation Policy is a standard governance practice to compensate outside directors in equity. The explanatory footnote clarifies the mechanics of indirect ownership via Sarissa Capital and the Sarissa Funds, and the disclaimer language follows customary Form 4 disclosure conventions. The termination of the separately managed account altered the number of shares reportable as indirectly beneficially owned, which should be interpreted as a reporting change rather than a corporate governance concern.

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).

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 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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		A(1)		11,718	A	$0	247,680	D
Class A Common Stock								15,919,435(2)	I	See footnote(3)

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 number of shares deemed indirectly beneficially owned by Dr. Denner decreased due to the termination of the investment advisory agreement with respect to a separately managed account.

3. Consists of shares that are held by Sarissa Capital Management LP ("Sarissa Capital") or by the funds and other investment vehicles (the "Sarissa Funds") for which Sarissa Capital serves as investment advisor. Dr. Denner is the Chief Investment Officer of Sarissa Capital and the managing member, general partner or other control party of the Sarissa Funds. By virtue of the foregoing, Dr. Denner may be deemed to indirectly beneficially own the shares that these funds directly beneficially own. Each of Sarissa Capital, the Sarissa Funds and Dr. Denner disclaims beneficial ownership of these shares except, in each case, to the extent of their pecuniary interest therein.

	/s/ Alexander Denner	09/17/2025
	** 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).
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FAQ

What transaction did IRWD director Alexander Denner report on Form 4?

He reported the acquisition of 11,718 Class A common shares on 09/15/2025 issued as director compensation at $0 price.

How many IRWD shares does Alexander Denner directly and indirectly own after the filing?

Following the transaction he directly beneficially owned 247,680 shares and indirectly beneficially owned 15,919,435 shares via Sarissa Capital and related funds.

Why did Mr. Denner's indirect ownership in IRWD decrease?

The filing states the decrease was due to the termination of the investment advisory agreement for a separately managed account.

Under what policy were the shares issued to Mr. Denner?

The shares were issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy effective January 1, 2024.

When was the Form 4 signed by the reporting person?

The Form 4 was signed by Alexander Denner on 09/17/2025.