Ironwood (IRWD) CFO auto-sells 21,944 shares to cover tax withholding

Rhea-AI Filing Summary

IRONWOOD PHARMACEUTICALS INC Chief Financial Officer Gregory S. Martini reported automatic stock sales to cover taxes tied to restricted stock vesting. On February 23, he sold 10,487 shares of Class A common stock at a weighted-average price of $3.81 per share in open-market transactions within a $3.70–$4.05 range. On February 24, he sold an additional 11,457 shares at a weighted-average price of $3.66 per share within a $3.60–$3.73 range. The filing states these sales were executed automatically solely to satisfy tax withholding obligations and were not discretionary trades. After these transactions, Martini directly owned 160,601 shares of Ironwood Class A common stock.

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^*

Martini Gregory S.

(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)
	Chief Financial Officer

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)		10,487	D	$3.81(2)	172,058	D
Class A Common Stock	02/24/2026		S(1)		11,457	D	$3.66(3)	160,601	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 insider transaction did IRWD disclose for its CFO Gregory S. Martini?

IRONWOOD PHARMACEUTICALS disclosed that CFO Gregory S. Martini sold shares of Class A common stock in two transactions. These sales were executed to cover tax withholding obligations related to vesting restricted stock units, according to the filing’s footnotes.

How many IRWD shares did the CFO sell in this Form 4 filing?

The CFO sold a total of 21,944 IRWD Class A common shares. This consisted of 10,487 shares sold on February 23 and 11,457 shares sold on February 24, as reported in the Form 4 transaction details.

At what prices were the IRWD shares sold by the CFO?

The filing reports weighted-average prices of $3.81 per share on February 23 and $3.66 per share on February 24. Footnotes explain that the actual trades occurred in multiple transactions within stated price ranges around those averages.

Were the IRWD CFO’s share sales discretionary trades?

No. A footnote explains the sales were automatic transactions required to cover tax withholding obligations from vesting restricted stock units. The filing clarifies they do not represent discretionary trading decisions by the reporting person.

How many IRWD shares does the CFO hold after these transactions?

After completing the tax-related sales, CFO Gregory S. Martini directly owned 160,601 shares of IRWD Class A common stock. This post-transaction balance is reported in the Form 4 for the most recent transaction date.

What price ranges did the IRWD CFO’s share sales cover?

Footnotes state that February 23 sales occurred between $3.70 and $4.05 per share, while February 24 sales occurred between $3.60 and $3.73. In each case, the Form 4 lists a corresponding weighted-average sale price.