Ironwood (NASDAQ: IRWD) chief auto-sells 36,492 shares for tax withholding

Rhea-AI Filing Summary

Ironwood Pharmaceuticals Chief Legal Officer John Minardo reported automatic sales of 36,492 shares of Class A common stock to cover tax withholding on vested restricted stock units. These open-market transactions occurred on February 23 and 24 at weighted average prices of $3.81 and $3.66 per share, within disclosed intraday price ranges.

After these sell-to-cover trades, Minardo directly held 363,886 Ironwood shares. The filing notes that the sales were executed automatically to satisfy tax obligations and did not represent discretionary trading decisions.

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^*

John Minardo

(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 Legal 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)		17,439	D	$3.81(2)	382,939	D
Class A Common Stock	02/24/2026		S(1)		19,053	D	$3.66(3)	363,886	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.
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FAQ

What did Ironwood (IRWD) executive John Minardo report in this Form 4?

John Minardo reported automatic sales of 36,492 Ironwood shares to cover tax withholding on vested restricted stock units. The transactions were structured as open-market sales and are described as non-discretionary, occurring solely to satisfy related tax obligations rather than elective trading activity.

How many Ironwood (IRWD) shares did John Minardo sell and at what prices?

He sold 17,439 shares at a weighted average price of $3.81 and 19,053 shares at a weighted average price of $3.66. Footnotes state these were executed in multiple trades within price ranges of $3.70–$4.05 and $3.60–$3.73 per share, respectively.

Why were John Minardo’s Ironwood (IRWD) shares sold according to the Form 4?

The filing states the sales were required to cover tax withholding obligations from vesting restricted stock units. The trades occurred automatically under a sell-to-cover arrangement and are explicitly described as not representing discretionary trading decisions by the reporting person.

How many Ironwood (IRWD) shares does John Minardo hold after these transactions?

Following the reported sell-to-cover transactions, Minardo directly holds 363,886 shares of Ironwood Class A common stock. This post-transaction balance is disclosed in the Form 4 as his direct ownership position after completing the automatic tax-related share sales.

What do the weighted average prices in the Ironwood (IRWD) Form 4 mean?

The weighted average prices of $3.81 and $3.66 reflect multiple trades executed within stated ranges on each day. The filing notes shares were sold between $3.70–$4.05 and $3.60–$3.73, and offers to provide exact breakdowns of share counts at each individual price.