Ironwood Pharmaceuticals (IRWD) officer sells shares to cover tax withholding

Rhea-AI Filing Summary

IRONWOOD PHARMACEUTICALS INC principal accounting officer Ronald Silver reported automatic sales of 24,173 Class A common shares to cover tax withholding obligations from vesting restricted stock units. The transactions involved 11,552 shares on February 23, 2026 at a weighted average price of $3.81 and 12,621 shares on February 24, 2026 at a weighted average price of $3.66. The prices reflect multiple trades within disclosed ranges. After these tax-related, non-discretionary sales, Silver directly held 252,636 shares of Ironwood Pharmaceuticals 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^*

Silver Ronald

(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)
	Principal Accounting 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)		11,552	D	$3.81(2)	265,257	D
Class A Common Stock	02/24/2026		S(1)		12,621	D	$3.66(3)	252,636	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 did Ironwood Pharmaceuticals (IRWD) insider Ronald Silver report on this Form 4?

Ronald Silver reported sales of 24,173 shares of Class A common stock. These were automatic transactions to cover tax withholding obligations arising from vesting restricted stock units, rather than discretionary open-market sales for investment purposes.

Were Ronald Silver’s IRWD share sales discretionary trades?

No. The filing states the sales were required to cover tax withholding obligations tied to vesting restricted stock units. The transactions occurred automatically as sell-to-cover events and are described as not representing discretionary trades by Ronald Silver.

How many IRWD shares did Ronald Silver sell and at what prices?

He sold 24,173 shares in total: 11,552 shares at a weighted average price of $3.81 and 12,621 shares at a weighted average price of $3.66, across multiple trades within specified price ranges.

How many Ironwood Pharmaceuticals shares does Ronald Silver hold after these transactions?

Following the reported tax-related sales, Ronald Silver directly holds 252,636 shares of Ironwood Pharmaceuticals Class A common stock. This post-transaction holding reflects his remaining direct ownership after the automatic sell-to-cover trades.

What price ranges applied to Ronald Silver’s IRWD share sales?

The weighted average price of $3.81 reflects trades from $3.70 to $4.05. The $3.66 weighted average reflects trades from $3.60 to $3.73. The filing notes detailed trade-by-trade prices are available upon request.

What role does Ronald Silver hold at Ironwood Pharmaceuticals (IRWD)?

Ronald Silver is identified as the Principal Accounting Officer of Ironwood Pharmaceuticals. His Form 4 reports insider transactions in the company’s Class A common stock related to tax withholding from restricted stock unit vesting.