IRWD insider sale: CFO Martini's automatic sell-to-cover of 1,265 RSU shares

Rhea-AI Filing Summary

Gregory S. Martini, Chief Financial Officer of Ironwood Pharmaceuticals (IRWD), sold 1,265 shares of Class A common stock on 08/11/2025 at $0.84 per share and retained 182,545 shares of direct beneficial ownership.

The Form 4 states the sale was an automatic "sell-to-cover" to satisfy tax withholding obligations arising from the vesting of restricted stock units and does not represent a discretionary trade by the reporting person.

Positive

• Filing states the sale was automatic to satisfy tax withholding on vested restricted stock units and was not discretionary
• Reporting person retains direct beneficial ownership of 182,545 shares following the transaction

Negative

• Reporting person disposed of 1,265 shares of Class A common stock
• Sale price reported at $0.84 per share

Insights

Securities Analyst

TL;DR: Routine sell-to-cover by the CFO; disclosure clarifies non-discretionary nature.

The filing shows a single non-discretionary sale of 1,265 Class A shares on 08/11/2025 at $0.84 per share by Gregory S. Martini, the company's Chief Financial Officer. The Form 4 explicitly states the transaction was executed automatically to satisfy tax withholding on vested restricted stock units and was not a discretionary trade, indicating the sale was administrative rather than a directional signal about company prospects. Reporting after the transaction shows 182,545 shares remained beneficially owned directly.

Corporate Governance Expert

TL;DR: Disclosure aligns with common insider reporting practices; transaction described as non-discretionary.

The Form 4 provides clear disclosure that the sale was a sell-to-cover event tied to RSU vesting and was automatic. From a governance and compliance perspective, the filing meets Section 16 disclosure requirements by reporting the transaction date, number of shares sold, price per share, and post-transaction beneficial ownership. The explicit statement that the sale was not discretionary helps reduce ambiguity for investors reviewing insider activity.

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
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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)
08/11/2025

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	08/11/2025		S(1)		1,265	D	$0.84	182,545	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.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Amir Vitale, Attorney-in-Fact	08/13/2025
	** 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 Gregory S. Martini report on the Form 4 for IRWD?

He reported the sale of 1,265 shares of Class A common stock on 08/11/2025 at $0.84 per share.

Why were the shares sold according to the Form 4?

The sale was an automatic sell-to-cover to satisfy tax withholding obligations related to the vesting of restricted stock units.

How many IRWD shares does Martini own after the reported transaction?

182,545 shares beneficially owned directly following the reported transaction.

What is Gregory Martini's role at Ironwood Pharmaceuticals (IRWD)?

He is the Chief Financial Officer (an officer of the issuer).

Was the sale a discretionary trade?

No. The Form 4 states the sale occurred automatically to satisfy tax withholding and does not represent a discretionary trade.

When did the transaction occur?

The transaction date reported is 08/11/2025.