Ironwood director granted 63,481 restricted shares

Shepard Jay reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Shepard Jay reported acquisition or exercise transactions in this Form 4 filing.

IRONWOOD PHARMACEUTICALS INC director Jay Shepard received a grant of 63,481 shares of Class A common stock as equity compensation. The restricted stock was granted at no cash cost to him under the Second Amended and Restated Non-employee Director Compensation Policy.

According to the grant terms, these restricted shares vest in full on the date immediately preceding the annual meeting of stockholders for the next calendar year. Following this award, Shepard directly holds a total of 235,036 shares of Ironwood Class A common stock.

Insider Trade Summary

Grant/Award: 63,481 shares

Grant/Award 1 txn

Insider Shepard Jay

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	63,481	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 235,036 shares (Direct)

Footnotes (1)

1. F1. 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.

Key Figures

Restricted stock grant: 63,481 shares Grant price per share: $0.00 per share Shares held after grant: 235,036 shares +2 more

5 metrics

Restricted stock grant 63,481 shares Class A Common Stock awarded to director Jay Shepard

Grant price per share $0.00 per share Equity compensation, no cash paid for award

Shares held after grant 235,036 shares Jay Shepard direct holdings following the transaction

Vesting condition Full vesting before next annual meeting Immediately preceding next calendar year’s annual stockholders’ meeting

Transaction code A Grant, award, or other acquisition of non-derivative securities

Key Terms

restricted stock, Second Amended and Restated Non-employee Director Compensation Policy, annual meeting of stockholders

3 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.

Second Amended and Restated Non-employee Director Compensation Policy financial

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

annual meeting of stockholders regulatory

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

FAQ

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

What did Ironwood Pharmaceuticals (IRWD) director Jay Shepard report in this Form 4?

Jay Shepard reported receiving 63,481 shares of restricted Class A common stock as an equity grant. The award is part of Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy and was issued at no cash cost to him.

How many Ironwood Pharmaceuticals (IRWD) shares does Jay Shepard hold after the grant?

After the reported grant, Jay Shepard directly holds 235,036 shares of Ironwood Class A common stock. This total includes the newly awarded 63,481 restricted shares that are subject to vesting conditions tied to the next annual stockholders’ meeting.

What are the vesting terms of Jay Shepard’s new IRWD restricted stock grant?

The 63,481 restricted shares granted to Jay Shepard vest in full on the date immediately preceding the annual meeting of stockholders for the next calendar year, aligning the award with Ironwood’s director compensation schedule and annual governance cycle.

Was cash paid for Jay Shepard’s Ironwood Pharmaceuticals restricted stock grant?

No cash was paid for this grant; the shares were issued at a price of $0.00 per share. The award represents stock-based compensation to a non-employee director under Ironwood’s established compensation policy, rather than an open-market purchase.

Under what policy was Jay Shepard’s IRWD restricted stock grant made?

The restricted stock grant was made under Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. This policy governs how non-employee directors are compensated with equity awards such as restricted shares.

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

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Accepted by SEC EDGAR 06/17/2026 - 04:47 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^*

Shepard Jay

(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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/16/2026		A(1)		63,481	A	$0	235,036	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, 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.

	/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)