Were Julie McHugh’s IRWD share sales pre-planned?

Yes. The filing states the sale was effected under a Rule 10b5-1 trading plan adopted by Julie McHugh. Such pre-arranged plans schedule trades in advance, making the timing more routine and less indicative of short-term views on Ironwood’s stock.

Ironwood (NASDAQ: IRWD) director sells shares and receives new stock grant

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

IRONWOOD PHARMACEUTICALS INC director Julie McHugh reported both a sale and a share grant of Class A Common Stock. She sold 21,571 shares at a weighted average price of $3.73 per share in open-market transactions executed under a pre-arranged Rule 10b5-1 trading plan. She also received a grant of 63,481 restricted shares at no cost under the company’s non-employee director compensation policy. These restricted shares vest in full on the date immediately preceding the next calendar year’s annual meeting of stockholders. After these transactions, she directly holds 272,320 shares.

Insider Trade Summary 10b5-1

Net Seller: 21,571 shares ($80,460)

Net Sell 2 txns

Insider McHugh Julie

Role null

Sold 21,571 shs ($80K)

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	63,481	$0.00	--
Sale	Class A Common Stock	21,571	$3.73	$80K

Holdings After Transaction: Class A Common Stock — 272,320 shares (Direct, null)

Footnotes (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. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.66 to $3.78, 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.

Key Figures

Shares sold: 21,571 shares Sale price: $3.73 per share Sale price range: $3.66–$3.78 +2 more

5 metrics

Shares sold 21,571 shares Open-market sale of Class A Common Stock

Sale price $3.73 per share Weighted average sale price

Sale price range $3.66–$3.78 Range of prices for multiple sale transactions

Restricted stock grant 63,481 shares Director award at $0.00 per share

Post-transaction holdings 272,320 shares Direct holdings after sale and grant

Key Terms

restricted stock, Rule 10b5-1 trading plan, weighted average price, 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.

Rule 10b5-1 trading plan regulatory

"This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person."

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

weighted average price financial

"The price reported is a weighted average price. These shares were sold in multiple transactions..."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

annual meeting of stockholders financial

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

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Form 4 Insider Transactions: What Each Field Means →

06/17/2026 - 04:41 PM

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^*

McHugh Julie

(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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/16/2026		A⁽¹⁾		63,481	A	$0	272,320	D
Class A Common Stock	06/16/2026		S⁽²⁾		21,571	D	$3.73⁽³⁾	250,749	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

2. This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

3. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.66 to $3.78, 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	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did IRWD director Julie McHugh report?

Julie McHugh reported an open-market sale of 21,571 Ironwood Class A Common shares and a grant of 63,481 restricted shares. The sale and grant occurred on the same date, reflecting routine director trading and compensation activity disclosed in this Form 4.

How many IRWD shares did Julie McHugh sell and at what price?

She sold 21,571 shares of Ironwood Class A Common Stock at a weighted average price of $3.73 per share. The sale was executed in multiple trades between $3.66 and $3.78, as detailed in the filing’s pricing footnote.

What restricted stock grant did Julie McHugh receive from IRWD?

She received 63,481 shares of restricted Class A Common Stock at no purchase price under Ironwood’s non-employee director compensation policy. The restricted stock vests in full immediately before the company’s next calendar-year annual meeting of stockholders, subject to the policy terms.

How many IRWD shares does Julie McHugh own after these transactions?

Following the reported sale and restricted stock grant, Julie McHugh directly holds 272,320 shares of Ironwood Class A Common Stock. This post-transaction balance combines her existing holdings with the new award, net of the shares sold in the open market.

When do Julie McHugh’s IRWD restricted shares vest?

The restricted stock vests in full on the date immediately preceding the date of Ironwood’s annual meeting of stockholders for the next calendar year. This single vesting date aligns the award with the company’s standard non-employee director compensation schedule.