Ironwood Pharmaceuticals director granted 3,694 shares

A non-employee director received a stock grant that increased his direct IRWD holdings.

Rhea-AI Filing Summary

IRONWOOD PHARMACEUTICALS INC (symbol: IRWD) is the issuer of record for a Form 4 filing submitted to the SEC. DENNER ALEXANDER J reported acquisition or exercise transactions in this Form 4 filing.

IRONWOOD PHARMACEUTICALS INC (IRWD) reported that director Alexander J. Denner received an equity grant of 3,694 shares of Class A Common Stock on September 15, 2026. The shares were issued at no cash cost under the company’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024, increasing his direct holdings to 327,549 shares. No Rule 10b5-1 trading plan is reported for this award.

Insider Trade Summary

Grant/Award: 3,694 shares

Grant/Award 1 txn

Insider DENNER ALEXANDER J

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	3,694	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 327,549 shares (Direct)

Footnotes (1)

1. F1. Issued pursuant to the Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024.

Key Figures

Shares granted: 3,694 shares of Class A Common Stock Grant price: $0.00 per share Shares held after transaction: 327,549 shares +1 more

4 metrics

Shares granted 3,694 shares of Class A Common Stock Equity award to director Alexander J. Denner on September 15, 2026

Grant price $0.00 per share Reported price for the 3,694-share equity compensation grant

Shares held after transaction 327,549 shares Direct holdings of Alexander J. Denner following the September 15, 2026 grant

Policy effective date January 1, 2024 Effective date of the Second Amended and Restated Non-employee Director Compensation Policy governing the grant

Key Terms

Second Amended and Restated Non-employee Director Compensation Policy, Class A Common Stock, non-employee director

3 terms

Second Amended and Restated Non-employee Director Compensation Policy regulatory

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

Class A Common Stock financial

"Class A Common Stock"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

non-employee director regulatory

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did IRWD disclose for director Alexander J. Denner?

IRONWOOD PHARMACEUTICALS INC disclosed that director Alexander J. Denner received an award of 3,694 shares of Class A Common Stock on September 15, 2026, as part of non-employee director compensation, with no cash price per share reported.

How many IRWD shares does Alexander J. Denner hold after this Form 4 transaction?

After the reported grant, Alexander J. Denner directly holds 327,549 shares of IRONWOOD PHARMACEUTICALS INC Class A Common Stock, as stated in the Form 4 insider report.

At what price was the IRWD stock award to Alexander J. Denner granted?

The award to Alexander J. Denner was granted at a reported price of $0.00 per share, reflecting that it was an equity compensation grant under the company’s non-employee director compensation policy rather than a market purchase.

Was the September 15, 2026 IRWD equity grant made under a Rule 10b5-1 plan?

No. The Form 4 indicates that no Rule 10b5-1 trading plan is reported in connection with Alexander J. Denner’s September 15, 2026 equity award of IRWD shares.

Under what policy was Alexander J. Denner’s IRWD stock grant issued?

The grant of 3,694 IRWD shares to Alexander J. Denner was issued pursuant to the company’s Second Amended and Restated Non-employee Director Compensation Policy, which is stated to be effective January 1, 2024.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 04:06 PM Accepted by SEC EDGAR 09/17/2026 - 04:05 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)
09/15/2026

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	09/15/2026		A(1)		3,694	A	$0	327,549	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.

	/s/ Amir Vitale	09/17/2026
	** 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)