Ironwood grants 63,481 shares to director Moukheibir

Moukheibir Catherine reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

Moukheibir Catherine reported acquisition or exercise transactions in this Form 4 filing.

Ironwood Pharmaceuticals director Catherine Moukheibir received an equity award of 63,481 shares of Class A common stock as compensation. The shares were granted at no cash cost to her and are structured as restricted stock under the company’s Second Amended and Restated Non-employee Director Compensation Policy.

These restricted shares will vest in full on the date immediately preceding the annual meeting of stockholders for the next calendar year, meaning she must remain in service through that date to receive them. After this grant, Moukheibir directly holds a total of 181,425 shares of Ironwood Class A common stock.

Insider Trade Summary

Grant/Award: 63,481 shares

Grant/Award 1 txn

Insider Moukheibir Catherine

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 — 181,425 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: $0.0000 per share Post-transaction holdings: 181,425 shares +1 more

4 metrics

Restricted stock grant 63,481 shares Class A Common Stock award to director Catherine Moukheibir

Grant price $0.0000 per share Equity award, no cash purchase involved

Post-transaction holdings 181,425 shares Catherine Moukheibir direct Class A holdings after grant

Vesting trigger Day before next annual meeting Full vesting date for restricted stock grant

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

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

annual meeting of stockholders financial

"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 insider transaction did Ironwood (IRWD) director Catherine Moukheibir report?

Catherine Moukheibir reported receiving an award of 63,481 shares of Ironwood Class A common stock. The shares were granted as restricted stock under the company’s non-employee director compensation policy, with no cash purchase involved.

How many Ironwood (IRWD) shares does Catherine Moukheibir hold after this grant?

After the restricted stock grant, Catherine Moukheibir directly holds 181,425 shares of Ironwood Class A common stock. This total reflects her updated ownership position following the 63,481-share award described in the Form 4 filing.

What are the vesting terms of Catherine Moukheibir’s new Ironwood (IRWD) restricted stock?

The restricted stock vests in full on the date immediately preceding the annual meeting of stockholders for the next calendar year. Moukheibir must continue as an eligible non-employee director through that date for all 63,481 granted shares to fully vest.

Was Catherine Moukheibir’s Ironwood (IRWD) share transaction an open-market purchase?

No, the filing shows a Form 4 transaction coded as an award, not an open-market purchase. The 63,481 shares were granted as restricted stock at zero per-share price under Ironwood’s non-employee director compensation policy.

Under which policy was the Ironwood (IRWD) restricted stock granted to Catherine Moukheibir?

The restricted stock was granted pursuant to Ironwood’s Second Amended and Restated Non-employee Director Compensation Policy, effective January 1, 2024. This policy governs equity compensation awards for non-employee directors like Moukheibir.

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

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Accepted by SEC EDGAR 06/17/2026 - 04:36 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^*

Moukheibir Catherine

(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	181,425	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.

Remarks:

Exhibit 24 - Power of Attorney

	/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)