Ironwood Pharmaceuticals (IRWD) CFO receives 136,612-share stock grant

Rhea-AI Filing Summary

Ironwood Pharmaceuticals reported that Chief Financial Officer Gregory S. Martini received an equity compensation grant of 136,612 shares of Class A Common Stock on March 10, 2026. The award is structured as restricted stock units granted as an annual performance award.

The award vests in four equal installments, with 25% of the shares vesting on each approximate anniversary of the grant date. Following this grant, Martini directly holds 297,213 shares of Class A Common Stock. This is a compensation-related acquisition, not an open-market purchase or sale.

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^*

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)
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	297,213	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What insider transaction did IRWD report for its CFO Gregory S. Martini?

Ironwood Pharmaceuticals reported that CFO Gregory S. Martini received a grant of 136,612 shares of Class A Common Stock as restricted stock units. The grant is an annual performance award and represents equity-based compensation rather than an open-market stock purchase or sale.

How many IRWD shares did the CFO hold after this restricted stock grant?

After the grant, Ironwood’s CFO Gregory S. Martini directly held 297,213 shares of Class A Common Stock. This total includes the newly awarded 136,612 restricted stock units, which will vest over time based on the specified four-year anniversary vesting schedule.

How do the IRWD restricted stock units granted to the CFO vest over time?

The 136,612 restricted stock units granted to Ironwood’s CFO vest in four equal parts. Twenty-five percent of the underlying Class A Common Stock vests on each approximate anniversary of the March 10, 2026 grant date, aligning the award with multi-year performance and retention incentives.

Was the IRWD CFO’s recent equity award an open-market stock purchase?

No. The Ironwood CFO’s transaction was a grant of restricted stock units at no purchase price, classified as a grant or award acquisition. It is part of equity compensation, not an open-market transaction where shares are bought or sold at a market-determined price.

What does the Form 4 transaction code A mean in the IRWD filing?

In this IRWD Form 4, transaction code A indicates a grant, award, or other acquisition of securities. For CFO Gregory S. Martini, it reflects an equity compensation grant of 136,612 restricted stock units, rather than a discretionary buy or sell in the open market.