Ironwood (IRWD) SVP and CMO awarded 136,612-share RSU performance grant

Rhea-AI Filing Summary

Shetzline Michael reported acquisition or exercise transactions in this Form 4 filing.

Ironwood Pharmaceuticals reported that SVP and Chief Medical Officer Michael Shetzline received a grant of 136,612 shares of Class A Common Stock as an annual performance-related restricted stock unit award. The grant has no purchase price and will vest in 25% increments on each approximate anniversary of the grant, leaving him with 658,037 shares directly owned after the award.

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^*

Shetzline Michael

(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)
	SVP, CMO, Head-Res&Drug

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	658,037	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).
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FAQ

What did Ironwood Pharmaceuticals (IRWD) insider Michael Shetzline report on this Form 4?

Michael Shetzline reported receiving a grant of 136,612 shares of Class A Common Stock as an annual performance-related restricted stock unit award. This is a compensation grant, not an open-market purchase or sale, and increases his directly owned stake in Ironwood Pharmaceuticals.

How many Ironwood Pharmaceuticals (IRWD) shares does Michael Shetzline hold after this grant?

After the reported grant, Michael Shetzline directly owns 658,037 shares of Ironwood Pharmaceuticals Class A Common Stock. This total reflects the new 136,612-share restricted stock unit award added to his prior holdings as disclosed in the Form 4 filing.

What are the vesting terms of the Ironwood (IRWD) restricted stock unit award to Michael Shetzline?

The restricted stock unit award vests in four equal installments of 25% each. Vesting occurs on each approximate anniversary of the grant date, meaning the full 136,612-share award will vest over four years, subject to the continued terms of the award.

Was there any purchase price for the Ironwood (IRWD) shares granted to Michael Shetzline?

No purchase price was paid for this award. The Form 4 lists a transaction price per share of $0.0000, indicating the 136,612 Class A Common Stock shares were granted as compensation rather than bought in an open-market transaction.

What is Michael Shetzline’s role at Ironwood Pharmaceuticals (IRWD) mentioned in the Form 4?

Michael Shetzline is identified as an officer of Ironwood Pharmaceuticals with the title “SVP, CMO, Head-Res&Drug.” This indicates he serves as Senior Vice President and Chief Medical Officer, overseeing research and drug-related functions at the company.

Does the Ironwood (IRWD) Form 4 for Michael Shetzline involve any share sales?

The Form 4 does not report any share sales. It shows a single “A” code transaction classified as a grant, award, or other acquisition, reflecting a restricted stock unit award of 136,612 shares and no dispositions or open-market selling activity.