Ironwood Pharmaceuticals (IRWD) CLO receives 136,612-share RSU grant

Rhea-AI Filing Summary

Ironwood Pharmaceuticals Chief Legal Officer John Minardo received an equity grant of 136,612 shares of Class A Common Stock as a stock award. The shares were acquired at no cash cost to him as a grant or award, rather than an open-market purchase.

The award was granted in the form of restricted stock units as an annual performance award and will vest in four equal installments, with 25% of the underlying shares vesting on each approximate anniversary of the grant date. Following this grant, Minardo directly holds a total of 500,498 shares of 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^*

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)
03/10/2026

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	03/10/2026		A(1)		136,612	A	$0	500,498	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 restricted stock unit award, granted as an annual performance award, vests as to 25% of the shares of Class A Common Stock on each approximate anniversary of the grant thereof.

	/s/ Amir Vitale, Attorney-in-Fact	03/12/2026
	** 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).
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FAQ

What did Ironwood Pharmaceuticals (IRWD) insider John Minardo acquire in this Form 4?

John Minardo received a grant of 136,612 shares of Ironwood’s Class A Common Stock through a restricted stock unit award. This was a compensation-related grant, not an open-market purchase, and was reported as an acquisition under transaction code A.

How many Ironwood Pharmaceuticals (IRWD) shares does John Minardo hold after this grant?

After the reported grant, John Minardo directly holds 500,498 shares of Ironwood Pharmaceuticals Class A Common Stock. This total includes the newly awarded 136,612 shares and reflects his direct ownership position following the compensation-related equity award.

What are the vesting terms for John Minardo’s 136,612 Ironwood (IRWD) restricted stock units?

The 136,612-share award is a restricted stock unit grant that vests in four equal installments. According to the disclosure, 25% of the underlying Class A Common Stock will vest on each approximate anniversary of the grant, reflecting an annual performance-based vesting schedule.

Was John Minardo’s Ironwood (IRWD) transaction an open-market stock purchase or sale?

The transaction was not an open-market trade. It was coded as “A” for grant, award, or other acquisition, meaning Minardo received 136,612 shares of Class A Common Stock as a restricted stock unit award, with no price per share reported in the filing.

What is John Minardo’s role at Ironwood Pharmaceuticals (IRWD) related to this equity grant?

John Minardo serves as Chief Legal Officer of Ironwood Pharmaceuticals. The 136,612-share restricted stock unit award was described as an annual performance award, aligning his compensation with Ironwood’s equity and directly increasing his stake to 500,498 Class A Common Stock shares.